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ASSIGNMENT
AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT dated December ___, 2009 (the “Assignment and Assumption
Agreement”) by and among FLORHAM CONSULTING CORP., a
Delaware corporation (the "Company"), EDUCATIONAL
INVESTORS, INC., a Delaware corporation (“EII”), and ___________________,
an individual residing at ___________________
(the “Executive”). Capitalized
terms not defined herein shall have such meanings as set forth in the Merger
Agreement (as defined below).
WITNESSETH:
WHEREAS, on December 16, 2009,
the Company and EII entered into an agreement and plan of merger (the “Merger Agreement”)
with EII Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of the Company (“Mergerco”), Kinder
Investments, LP, a Delaware limited partnership, Sanjo Squared, LLC, a Delaware
limited liability company, Joseph J. Bianco and Anil Narang, pursuant to which
Mergerco shall be merged with an into EII at the effective time of the merger
(the “Merger”),
the separate corporate existence of Mergerco shall cease, EII shall continue as
the surviving corporation of the Merger, and EII will become a direct
wholly-owned subsidiary of the Company;
WHEREAS, EII is a party to an
Employment Agreement dated as of August 20, 2009 with the Executive (the “Employment
Agreement”) under which the Executive has served as EII’s
_______________, and such Employment Agreement is legal, valid, binding and
enforceable in accordance with its terms with respect to EII and with respect to
the Executive;
WHEREAS, Section 5.1 of the
Merger Agreement provides that all obligations of EII and the EII
Securityholders under the Merger Agreement are subject to the fulfillment, prior
to or as of the Closing Date, certain conditions, including, without limitation,
the Company’s assumption of all obligations under the Employment Agreement;
and
WHEREAS, EII and the Executive
desire to assign all rights, obligations and responsibilities under the
Employment Agreement related to EII to the Company, and the Company desires to
assume and accept the assignment of the Employment Agreement.
NOW, THEREFORE, for good and
valuable consideration, the parties hereto hereby agree as follows:
SECTION 1.
ASSIGNMENT.
EII hereby assigns to the Company, its
successors and assigns, all of its rights, title and interest, and delegates all
of its obligations and liabilities, to the Employment Agreement.
SECTION 2.
ASSUMPTION.
(a) The
Company hereby assumes all covenants, agreements and other obligations to be
performed or observed by EII under the Employment Agreement.
(b) The
Company hereby agrees that it will perform all of the covenants and obligations
of EII under the Employment Agreement.
A-1
SECTION 3. CONSENT AND
RELEASE.
EII, the Executive and the Company
hereby (a) consent to the assignment by EII to the Company of the Employment
Agreement, and (b) consent to the assumption by the Company of EII’s obligations
under the Employment Agreement as contemplated by this Assignment and Assumption
Agreement.
SECTION 4. NO
DEFAULTS.
(a) EII
and the Executive hereby represent to the Company that as of the date of this
Assignment and Assumption Agreement, there exists no event of default under the
Employment Agreement and no event exists which, with the giving of notice or
passage of time or both, would become an event of default under the Employment
Agreement.
SECTION 5.
MISCELLANEOUS.
(a) This
Assignment and Assumption Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(b) This
Assignment and Assumption Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.
(c) This
Assignment and Assumption Agreement shall be governed by and construed in
accordance with the law of the State of New York.
[Signature
Pages Follow]
IN WITNESS WHEREOF, the
parties have caused this Assignment and Assumption Agreement to be duly executed
as the date first above written.
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FLORHAM
CONSULTING CORP.
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By:
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Name:
David Stahler
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Title:
President
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EDUCATIONAL
INVESTORS, INC.
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By:
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Name:
Joseph J. Bianco
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Title:
President and Chief Executive Officer
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EXECUTIVE:
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