Exhibit 3
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 29, 2001 (the
"Assignment and Assumption Agreement"), by and between Kanders & Company, Inc.,
a New York corporation ("Assignor"), and Xxxxxx X. Xxxxxxx, an individual
("Assignee").
WHEREAS, Assignor desires to assign to Assignee all of its rights and
obligations under the agreements listed on Schedule 1 hereto (the "Assigned
Agreements"), and Assignee desires to assume all of Assignor's obligations under
the Assigned Agreements;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, subject to the terms, conditions, and limitations of this
Assignment and Assumption Agreement and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1. Assignment. Assignor does hereby sell, assign, transfer, convey,
deliver, grant, and set over unto and vest in Assignee, its successors and
assigns forever all of Assignor's right, title, and interest in and to the
Assigned Agreements.
2. Assumption. Assignee hereby assumes all of Assignor's obligations under
the Assigned Agreements and agrees to be bound to the terms thereof in all
respects as if he were the original party thereto.
3. Release. Each of OrthoStrategies, Inc., OrthoStrategies Acquisition
Corp., Xxxxxx X. Xxxxxx, and Xxxx Xxxxxx irrevocably releases and forever
discharges, Assignor from any and all rights, claims, demands, judgments,
obligations, liabilities and damages, whether accrued or unaccrued, asserted or
unasserted, and whether known or unknown, relating to or arising under the
Assigned Agreements.
4. Successors and Assigns. This Assignment and Assumption Agreement shall
be binding upon and will inure to the benefit of Assignor and Assignee and their
respective successors and assigns.
5. No Third Party Beneficiaries. This Assignment and Assumption Agreement
is solely for the benefit of the Assignee and the Assignor and their respective
successors and assigns and is not for the benefit of, or enforceable by, any
third party.
6. Governing Law; Jurisdiction; Venue. This Assignment and Assumption
Agreement has been entered into and shall be construed and enforced in
accordance with the laws of the State of New York without reference to the
choice of law principles thereof. This Assignment and Assumption Agreement shall
be subject to the exclusive jurisdiction of the courts of New York County, New
York.
-1-
7. Further Assurances. Each of the parties shall upon request by the other
execute and deliver all such further documents or instruments as may be required
in order to give effect to the purpose and intent of this Assignment and
Assumption Agreement.
8. Section Headings. The section headings used herein are for reference
and convenience only, and will not enter into the interpretation hereof.
9. Notices. Any notice given under this Assignment and Assumption
Agreement shall be in writing and shall be sent to the following addresses:
If to Kanders & Company, Inc. If to Xxxxxx X. Xxxxxxx:
Two Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-2-
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption Agreement as of the date first written above.
Kanders & Company, Inc.
By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
------------------------- -----------------
Name: Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Title: President
ACCEPTED AND AGREED WITH
RESPECT TO SECTION 3 HEREOF:
OrthoStrategies, Inc. OrthoStrategies Acquisition Corp.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------ ------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: President Title: President
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx Xxxxxx
--------------------- ----------------
Xxxxxx X. Xxxxxx Xxxx Xxxxxx
-3-
SCHEDULE 1
1. Letter Agreement among OrthoStrategies, Inc., Xxxxxx X. Xxxxxx, Kanders &
Company, Inc., and Xxxx Xxxxxx captioned "Commitment to Fund".
2. Letter Agreement among OrthoStrategies, Inc., OrthoStrategies Acquisition
Corp., Xxxxxx X. Xxxxxx, Xxxx Xxxxxx, and Kanders & Company, Inc.
captioned "The Xxxxxx Biomechanics Group, Inc.; Agreement to Assign
Certain Rights".
3. Letter Agreement among OrthoStrategies, Inc., OrthoStrategies Acquisition
Corp., Xxxxxx X. Xxxxxx, Xxxx Xxxxxx, and Kanders & Company, Inc.
captioned "The Xxxxxx Biomechanics Group, Inc.; Best Efforts Agreement".
4. Letter Agreement among Xxxxxx X. Xxxxxx, Kanders & Company, Inc., and
Xxxxxx Partners, LLC captioned "The Xxxxxx Biomechanics Group, Inc.;
Exercise of Options; Loan".
-4-
