ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Assignment Agreement") is made as of 28 July 2006,
by and between:
1. UNITED PACIFIC INDUSTRIES LIMITED, a company incorporated in Bermuda
with limited liability, and having its principal place of business at Xxxxx
00-00/00, 00xx Xxxxx, Xxxxxxx Plaza, 199 Des Voeux Road Central, Hong Kong
("Assignor"), and
2. PANTENE GLOBAL HOLDINGS LIMITED, a company incorporated in Hong Kong
with limited liability, and having its principal place of business at Xxxxx
00-00/00, 00xx Xxxxx, Xxxxxxx Plaza, 199 Des Voeux Road Central, Hong Kong
("Assignee").
WHEREAS:
(a) Assignor is party to a Stock Purchase Agreement dated as of 23 March
2006 ("Agreement") for the acquisition by Assignor from Jacuzzi Brands,
Inc., a Delaware corporation, and USI American Holdings, Inc., a
Delaware corporation (collectively, the "Seller") of 3,543,281 shares
of common stock, $0.001 par value per share (the "Jacuzzi Shares") of
Spear & Xxxxxxx, Inc., a Nevada corporation (the "Company"),
representing approximately 61.8% of the issued and outstanding common
stock of the Company, on a fully diluted basis at a price of US$1.40
per share for an aggregate purchase price of US$4,960,593.40.
(b) The Agreement was amended by Amendment No. 1 dated as of 4 May 2006
("Amendment No. 1"), and further amended by Amendment No. 2 dated as of
10 July 2006 ("Amendment No. 2"). A copy of the Agreement, as amended,
is annexed hereto as EXHIBIT A.
(c) Pursuant to the Agreement, the Seller will assign and transfer to the
Assignor certain rights and interests by way of an Assignment of
Interests and Claims, substantially in the form annexed hereto as
EXHIBIT B.
(d) As contemplated in the Agreement, Assignee was incorporated as a Hong
Kong limited liability company and a wholly-owned subsidiary of
Assignor for the purpose of, among other things, acquiring the Jacuzzi
Shares. The Assignor hereby desires to transfer and assign to Assignee
all its rights, interests and obligations under the Agreement and the
Assignment of Interests and Claims.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and intending to be bound, the Parties hereto agree as follows:
1. DEFINITIONS
1.1 All terms defined in the Agreement shall have the same meaning as used
herein unless the context otherwise requires.
1.2 All references to "Agreement" herein are to the Stock Purchase
Agreement as amended by Amendment No. 1 and Amendment No. 2.
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2. ASSIGNMENT
2.1 Assignor hereby assigns and transfers all of Assignor's rights,
interests and obligations under the Agreement to Assignee effective as
of this day ("Effective Date"), and Assignee hereby accepts such
assignment ("Assignment"). As between the Assignor and Assignee, all
references in the Agreement to "Purchaser" shall mean and refer to the
Assignee, in place of the Assignor.
2.2 Assignor will procure that Seller executes the Assignment of Interests
and Claims in favour of Assignee at the Closing, but in the event such
assignment by Seller is not accomplished for any reason whatsoever,
such interests and claims shall be assigned by the Assignor to the
Assignee pursuant to this Agreement.
3. CONTINUING OBLIGATIONS OF ASSIGNOR
3.1 Notwithstanding the Assignment, pursuant to Section 8.A of the
Agreement, Assignor shall continue to be bound by and agrees to comply
fully with its obligations under the Agreement in relation to Seller.
4. INDEMNITY
4.1 Assignee shall indemnify and hold harmless Assignor against any and all
loss, liability, damage or expenses which may be incurred by Assignor
due to any claims of the Jacuzzi Parties or any other third parties in
connection with the breach, default or non-performance of the Agreement
by Assignee on or after the Effective Date.
5. NOTICE
5.1 All notices under with this Agreement shall be in writing and shall be
effective upon receipt. All notices shall be addressed to the recipient
at its address shown above (or, if different, the latest address for
notices that such party provides by written notice to the other party).
6. MISCELLANEOUS
6.1 This Assignment Agreement contains the entire understanding between the
parties hereto with respect to the matters covered herein and
supersedes and cancels any prior understanding with respect to the
matters covered herein. No changes, alterations or modifications hereto
shall be effective unless made in writing and signed by the parties.
6.2 This Assignment Agreement shall be binding and inure to the benefit of
the parties, their successors, representatives, and assigns.
6.3 This Assignment Agreement shall be governed by the laws of Hong Kong.
6.4 This Assignment Agreement may be executed in multiple counterparts,
each of which shall be an original but all of which constitute one and
the same instrument. This Agreement will not be binding upon either
party until it has been signed by both parties.
SIGNATURES APPEAR ON A SEPARATE PAGE
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IN WITNESS WHEREOF, the parties have executed this Assignment Agreement,
with the intent to be bound as of the date stated at the beginning.
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UNITED PACIFIC INDUSTRIES LIMITED PANTENE GLOBAL HOLDINGS LIMITED
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxx
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Xxxxx X Xxxxxx Xxx Xxxx Man, Xxxxx
Chairman Director
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