ASSIGNMENT OF INTERESTS AND CLAIMS
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THIS ASSIGNMENT OF INTERESTS AND CLAIMS (the "ASSIGNMENT") is entered
into as of July 28, 2006 by and between UNITED PACIFIC INDUSTRIES LIMITED, a
Bermuda corporation ("PURCHASER"); and JACUZZI BRANDS, INC., a Delaware
corporation, and USI AMERICAN HOLDINGS, INC. (successor-in-interest to USI
Global Corp.), a Delaware corporation and wholly-owned subsidiary of Jacuzzi
Brands, Inc. (collectively, "ASSIGNOR").
RECITALS:
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A. Assignor is the owner of 3,543,281 shares of common stock,
$.001 par value per share of Spear & Xxxxxxx, Inc., a Nevada corporation (the
"COMPANY"), representing approximately 61.8% of the issued outstanding common
stock of the Company on a fully diluted basis (the "JACUZZI SHARES").
B. Purchaser desires to purchase the Jacuzzi Shares and Assignor
desires to sell the Jacuzzi Shares pursuant to the terms of that certain Stock
Purchase Agreement dated as of March 23, 2006 (the "AGREEMENT").
C. The Agreement provides that Assignor transfer and assign to
Purchaser all of Assignor's rights and benefits inuring to the Jacuzzi Shares,
as well as all rights of Assignor under that certain Stockholders' Agreement
dated as of September 6, 2002 and that certain Registration Rights Agreement
dated as of September 6, 2002 (the "RRA") as set forth in the Agreement with
regard to the Jacuzzi Shares (the "PURCHASER'S RIGHTS"); and Purchaser desires
to accept such assignment from Assignor. Purchaser may assign its rights and
interests hereunder to the same wholly-owned direct or indirect subsidiary of
Purchaser to which it assigns any of its rights under the Agreement; PROVIDED
that any assignment by Purchaser of its rights and interests hereunder shall not
relieve the Purchaser of its obligations hereunder.
D. Assignor also desires to transfer and assign to Purchaser, all
of Assignor's claims and rights, if any, in the IN RE SPEAR class action
litigation (Case No. 4-80375) pending in the U.S. District Court of Florida,
Southern District and the litigation entitled SEC X. XXXXX & XXXXXXX, ET AL.
(Case Nos. 4-80354 and 4-20654) filed in the U.S. District Court, Florida
Southern District relating to or arising out of Assignor's prior ownership of
the Jacuzzi Shares and any other litigation which may be instituted arising out
of Assignor's prior ownership of such Shares, respectively (all such litigation,
hereinafter the "LITIGATION").
ASSIGNMENT
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Assignor, for itself, its successors and assigns and all persons
claiming by or through it, hereby transfers, conveys and assigns to Purchaser as
of the date and time of execution and delivery hereof, (i) all of Assignor's
rights and benefits inuring to the Purchaser's Rights; and (ii) all of
Assignor's claims and rights if any, in the Litigation, including such rights of
Assignor that have accrued prior to the date hereof (including the right to
receive any amounts due or accrued to the Assignor prior to such date) (the
"ASSIGNED INTEREST"). Assignor does not make nor shall it be deemed to have made
any representation or warranty, express or implied, as to the Assigned Interest.
Upon the execution of this Assignment, the Assignor shall have no further duty,
obligation or liability in respect of the Assigned Interest and Purchaser shall
hold Assignor harmless in respect of any collateral actions or claims brought in
connection with the Assigned Interest. By executing this Assignment, Purchaser
also agrees to be bound by the terms of the RRA.
Assignor shall execute and deliver such documents and instruments, and
do such other acts and things, as Purchaser may reasonably request for the
purpose of carrying out the purposes and intent of this Assignment.
This Assignment shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, Assignor has executed this instrument as of the
date first-above written.
PURCHASER: ASSIGNOR:
UNITED PACIFIC INDUSTRIES JACUZZI BRANDS, INC.
LIMITED
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Chairman Title: Senior Vice President,
General Counsel and
Secretary
USI AMERICAN HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President,
General Counsel and
Secretary
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