Exhibit 10
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement dated as of February 27, 1997 is between Xxxxx Equity, Inc., a
Florida corporation (the "Company"), AP-KEI Holdings, LLC, a Delaware limited
liability company (the "Investor") and XXXXX II Realty Trust, Inc., a Maryland
corporation (the "Assignee").
WHEREAS, under the terms of that certain Stock Purchase Agreement dated as of
October 10, 1996 (the "Stock Purchase Agreement") by and between the Company and
the Investor, the Investor Beneficially Owns 4,713,598 shares of Common Stock
(the "Stock"), which are Permitted Securities under the Stock Purchase
Agreement;
WHEREAS, in connection with its transfer of the Stock to the Assignee,
Investor desires to assign its rights under the Stock Purchase Agreement to the
Assignee to the extent permitted in Section 9.4 thereof;
WHEREAS, it is a condition to the validity of such assignment that the
Assignee execute and deliver to the Company this Assignment and Assumption
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledges, the parties agree as follows:
1. Definitions. Capitalized terms are used herein with the meanings
provided in the Stock Purchase Agreement.
2. Assignment. Investor hereby transfers, assigns and sets over to
Assignee all of its right, title and interest in and to, and its rights
under, the Stock Purchase Agreement.
3. Assumption. Assignee hereby agrees with the Company to assume and be
bound by all of the obligations of Investor to the Company under the
Stock Purchase Agreement. Assignee confirms to the Company that it is
an Affiliate of Investor, as defined in the Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be duly executed as of the day and year first above
written.
XXXXX EQUITY, INC.
By /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chairman and President
AP-KEI HOLDINGS, LLC, as Investor
By AP-MM KEI HOLDINGS, LLC,
its Managing Member
By KRONUS PROPERTY, INC,
its Managing Member
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX II REALTY TRUST, INC., as Assignee
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
