ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of
the 22nd day of June, 1999, by and between AJAY SPORTS, INC., a Delaware
corporation ("Ajay"), and PRO GOLF INTERNATIONAL, INC., a Delaware corporation
("PGI").
R E C I T A L S:
A. Ajay and PGI are parties to that certain Contribution Agreement
dated June 22, 1999 (the "Agreement").
B. Pursuant to Section 1.1 of the Agreement, Ajay has agreed to assign to
PGI, and PGI has agreed to assume, all of Ajay's right, title and interest in
and to the Stock Purchase Agreement (as defined in the Agreement).
C. Ajay also has agreed to assign and PGI has agreed to assume the
rights and obligations of Ajay under that certain Sale of Assets Agreement
between State of the Art Golf, Inc. ("SOTA") and Ajay.
AGREEMENTS
In consideration of the mutual covenants and agreements of the parties and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
1. Assignment and Assumption . Ajay hereby assigns, transfers and sets
over to PGI, all of Ajay's right, title and interest in and to the
Stock Purchase Agreement and SOTA Sale Agreement. PGI hereby assumes
and agrees to pay, perform and charge when due or when required to
be performed all of Ajay's obligations under the Stock Purchase
Agreement and the SOTA Sale Agreement.
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption
Agreement to be executed by their respective officers thereunto duly authorized
on the date first above set forth.
PRO GOLF INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Secretary
AJAY SPORTS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
