EXHIBIT 5
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ASSIGNMENT
THIS ASSIGNMENT dated as of December 27, 2004, is executed and
delivered by Xxxx X. Xxxxxx, a resident of the State of California, and Xxxxxx
X. Xxxxxx, a resident of the State of Connecticut (each, an "Assignor", and
collectively, the "Assignors") in favor of Xxxxx Holdings, LLC, a New Jersey
limited liability company (the "Assignee").
Each Assignor, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of
such Assignor's right, title and interest in and to that certain Registration
Rights Agreement dated as of June 15, 1998 between XxXxxx Technologies, Inc., a
Delaware corporation ("XxXxxx"), Assignors and certain others, as amended by an
Amendment to Registration Rights Agreement dated as of January 7, 2000.
This Assignment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be one and the
same document.
IN WITNESS WHEREOF, Assignors and Assignee have caused this instrument
to be duly executed as of the date first above written.
ASSIGNEE:
XXXXX HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Title: Manager
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
