EXHIBIT D ASSIGNMENT
EXHIBIT D
This Assignment Agreement is entered into effective the 7th day of January, 2006 by and between Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and Easton Southpaw Incorporated ("ESI").
WHEREAS, Xxxxxxxxx is a party to:
(a) that certain Stock Purchase Agreement by and among J. Xxxxxxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxxxxxx dated June 23, 2005, as amended by the First Amendment to Stock Purchase Agreement dated October 31, 2005 ("Stock Purchase Agreement");
(b) that certain Ancillary Purchase Agreement dated June 23, 2005 between Xxxxxxxxx and Xxxxx X. Xxxxxx ("Xxxxx Xxxxxx Agreement"); and
(c) that certain Agreement to Surrender Options dated June 20, 2005 between Xxxxxxxxx and Xxxxxx X. Xxxxxx ("Xxxxxx Xxxxxx Agreement").
WHEREAS, Xxxxxxxxx is the sole shareholder of ESI and desires to assign his interests in the above named contracts to ESI and ESI desires to assume the rights and obligations under such contracts.
NOW THEREFORE, for good and valuable consideration the parties agree as follows:
1. Collectively, the Stock Purchase Agreement, the Xxxxx Xxxxxx Agreement, and the Xxxxxx Xxxxxx Agreement shall be referred to herein as the "Assigned Contracts."
2. Xxxxxxxxx does hereby sell, transfer, assign, convey, set over and deliver to ESI all the rights title and interest of Xxxxxxxxx in, to and under all of the Assigned Contracts.
3. ESI hereby assumes all obligations, expenses, costs and liabilities from or related to any obligations due under the Assigned Contracts.
4. This Assignment shall be governed by and construed in accordance of laws of the state of Minnesota.
IN WITNESS WHEREOF, the parties have executed this instrument to be made effective as of January 7, 2006.
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
EASTON SOUTHPAW INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxx
Its: President
