AGREEMENT FOR TRANSFER OF STOCK
This Agreement for Transfer of Stock made and effective as of this 17th day
of November 2000 by and between Tri-State Holdings Management, Inc., a Virginia
corporation (hereinafter "Tri-State") and BMC Holdings, Inc., a Virginia
corporation (hereinafter "BMC"), provides as follows:
Recitals.
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Tri-State currently owns 100 shares of voting common stock of TSB IV
Management, Inc., a Virginia corporation, which represents all of the issued and
outstanding shares of TSB IV Management, Inc. (the "Stock"). Tri-State desires
to transfer, assign and convey to BMC all of its right, title and interest in
and to the Stock and BMC is willing to accept the conveyance of the Stock from
Tri-State on the terms hereinafter set forth.
Now, therefore, for and in consideration of $100.00 cash in hand paid by
BMC to Tri-State, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Assignment of Stock.
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Effective as of the date of this Agreement, Tri-State, in consideration of
the payment of $100.00 by BMC to Tri-State, hereby assigns, transfers and
conveys to BMC all of its right, title and interest in and to the Stock.
Tri-State represents and warrants that it has the full right to transfer and
convey the Stock, that the transfer has been approved by all necessary corporate
action, and that there are no liens or encumbrances that attach to the Stock.
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BMC hereby accepts the assignment by Tri-State to BMC of all of Tri-State's
right, title and interest in and to the Stock and agrees to indemnify and hold
Tri-State harmless from any future liability arising from or relating to
ownership of the Stock from the date of this Agreement forward. BMC represents
that it has the full right to accept the transfer of the Stock, that the
ownership thereof is permitted by BMC's articles of incorporation and by-laws,
and that all necessary corporate action has been taken to approve this
transaction.
Witness the following signatures:
Tri-State Holdings Management, Inc., a Virginia
corporation
by: /s/ ALAN R. BRILL
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a duly authorized officer
BMC Holdings, Inc., a Virginia corporation
by: /s/ ALAN R. BRILL
-----------------
a duly authorized officer
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