EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY CIVIL ACTION IN ANY
FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN
CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT
OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY.
[Remainder of Page Intentionally Left Blank; Signature Page Follows.]
38
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered, all on the date first above written.
PURCHASER:
COMMAND SECURITY CORP.
By:
Name:
Barry I. Regenstein
Title:
President
SELLER:
EXPERT SECURITY SERVICES, INC.
By:
Name:
Title:
39
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 1, 2008 (the
"Agreement"), by and between Command Security Corporation, a New York
corporation ("Assignee"), and Expert Security Services, Inc., a Maryland
corporation ("Assignor"). Capitalized terms used but not defined herein shall
have the meaning given to such terms in the Purchase Agreement (as defined
below).
WHEREAS, Purchaser, Seller and the shareholders of Seller are parties to that
certain Asset Purchase Agreement (the "Purchase Agreement"), dated as of January
1, 2008, pursuant to which, among other things, Purchaser will purchase from
Seller the Acquired Assets;
WHEREAS, Assignor wishes to assign all of its rights in and to the Acquired
Assets to Assignee and Assignee wishes to assume all of Assumed Liabilities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and for the mutual agreements herein
contained, the parties hereto agree as follows:
1. Assignment and Assumption. Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Acquired
Assets and Assignee hereby accepts such assignment and assumes all of the
Assumed Liabilities in all respects.
2. Miscellaneous Provisions. Article VIII of the Purchase Agreement is hereby
incorporated herein by reference, as if set forth herein in full
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered, all on the date first above written.
ASSIGNEE:
COMMAND SECURITY CORPORATION
By:
Name:
Barry I. Regenstein
Title: President
ASSIGNOR:
EXPERT SECURITY SERVICES, INC.
By:
Name:
Title:
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
NEITHER THIS OPTION (THE "OPTION") NOR THE SHARES OF COMMON STOCK OR OTHER
SECURITIES RECEIVABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE
SECURITIES LAWS. THIS OPTION AND THE SHARES OF COMMON STOCK OR OTHER SECURITIES
RECEIVABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED OR HYPOTHECATED, EXCEPT IN COMPLIANCE WITH THE ACT, THE RULES AND
REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS.
Registered Holder: ANDREW D. MAGGIO
Certificate Number:
A7
Date