EXHIBIT 2
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ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION, dated March 27, 1997 between Xxxxx Xxxxx
("Blech") and the Xxxxxxx X. Xxxxxxxxx 12/19/80 Trust and the Xxxxxxxx X.
Xxxxxxxxx 12/18/80 Trust (the "Assignees").
WHEREAS, Blech is the "Purchaser" under and as defined in the Stock
Purchase Agreement, dated as of November 18, 1996, as amended (the "Agreement";
Terms used and not defined herein shall have the respective meanings as defined
in the Agreement), among Blech, Xechem International, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxx, pursuant to which, among
other things, the Purchaser has agreed to purchase certain shares of the capital
stock of the Company; and
WHEREAS, Blech wishes to assign to the Assignees, and the Assignees
wish to assume, the obligations of Blech to purchase certain of such shares;
NOW, THEREFORE, Blech and the Assignees hereby agree as follows:
1. Blech hereby assigns to the Assignees Blech's rights to purchase
10,000,000 shares of Common Stock (the "Assigned Shares"), which are a part of
the Fifth Shares. Each of the Assignees is purchasing 5,000,000 of the Assigned
Shares.
2. Each Assignee hereby assumes, and agrees to perform, all of Blech's
obligations under the Agreement with respect to the Assigned Shares purchased by
it, as if such Assignee were the "Purchaser" with respect thereto.
3. Each Assignee further agrees to be bound by, and hereby becomes a
party to, the Stockholders Agreement, as a "Purchaser Stockholder" as defined
therein.
4. Pursuant to Section 10.6(b) of the Agreement, each Assignee hereby
represents and warrants as follows:
(a) Organization. Such Assignee is a trust duly organized and
validly existing under the laws of the State of New York, with all requisite
power and authority to own, lease, license, and use its properties and assets
and to carry on the business in which it is now engaged and the business in
which it contemplates engaging.
(b) Authority to Buy. Such Assignee has all requisite power
and authority to execute, deliver, and perform this Assignment (which
performance, for all purposes of this Assignment, shall include performance of
the obligations assumed by such Assignee under the Agreement and the
Stockholders Agreement). All necessary trust proceedings of such Assignee have
been duly taken to authorize the
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execution, delivery, and performance of this Assignment by such Assignee. This
Assignment has been duly authorized, executed, and delivered by such Assignee,
and this Assignment is the legal, valid, and binding obligation of such Assignee
and is enforceable as to such Assignee in accordance with its terms.
(c) No Conflicts. No consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
federal, state, local, or other governmental authority or any court or other
tribunal is required for the execution, delivery, or performance by such
Assignee of this Assignment. No consent of any party to any Contract to which
such Assignee is a party, or to which it or any of its businesses, properties,
or offsets are subject is required for the execution, delivery, or performance
of this Assignment by such Assignee; and the execution, delivery, and
performance of this Assignment by such Assignee will not violate, result in a
breach of, conflict with, or (with or without the giving of notice or the
passage of time or both) entitle any party to terminate or call a default under,
entitle any party to rights and privileges that such party was not receiving or
entitled to receive immediately before this Assignment was executed under, or
create any obligation on the part of such Assignee that it was not paying or
obligated to pay immediately before this Assignment was executed under, any term
of any such Contract or violate or result in a breach of any term of the trust
agreement of such Assignee, or violate, result in a breach of, or conflict with
any law, rule, regulation, order, judgment, or decree binding on such Assignee
or to which it or any of its businesses, properties, or assets are subject,
(d) Non-Distributive Intent. Such Assignee is an accredited
investor. Such Assignee is acquiring the Assigned Shares purchased by it for its
own account (and not for the account of others) for investment and not with a
view to the distribution thereof. Such Assignee will not sell or otherwise
dispose of the Assigned Shares (whether pursuant to a liquidating distribution
or otherwise) without registration under the Securities Act or an exemption
therefrom, and tho certificate or certificates representing the Assigned Shares
may contain a legend to the foregoing effect. Such Assignor has been given
access to the kind of financial and other information about the Company as would
be contained in a registration statement filed under the Securities Act. Without
limiting the foregoing, such Assignee acknowledges receipt of the SEC reports
and the other documents listed in or attached to Exhibit 4.3 to the Agreement.
Such Assignee understands that it may not sell or otherwise dispose of the
Assigned Shares in the absence of either a registration statement under the
Securities Act or an exemption from the registration provisions of the
Securities Act.
(e) Completeness of Disclosure. No representation or warranty
by such Assignee in this Assignment contains or (except for
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changes beyond the control of such Assignee) on any Closing Date on which such
Assignee purchases Assigned Shares will contain an untrue statement of a
material fact or omits or (except for changes beyond the control of such
Assignee) on any such Closing Date will omit to state a material fact required
to be stated therein or necessary to make the statements made therein not
misleading.
5. The Company shall be entitled to rely on, and shall be a third party
beneficiary of, the representations, warranties, covenants, and agreements of
Blech and the Assignees contained in this Assignment.
6. The address for notices to each Assignee shall be c/o Xxxxxxx
Xxxxxxxxx, Xxxxxxxxx Capital, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000.
7. At any time and from time to time, each party hereto agrees, without
further consideration, to take such actions and to execute and deliver such
documents as may be reasonably necessary more effectively to carry out the
transfer of assets and assumption of liabilities contemplated by this
Assignment.
8. This Assignment shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment as of The date first above written.
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
XXXXXXX X. XXXXXXXXX 12/18/80
TRUST
By /S/ XXXXXXX X. XXXXXXXXX
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XXXXXXXX X. XXXXXXXXX 12/18/80
TRUST
By /S/ XXXXXXX X. XXXXXXXXX
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