EXHIBIT 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT"), is entered into
as of May 24, 2007, by and among X. X. Xxxxxxxxxx, a California corporation
(formerly, Xxxxxxxxxx) ("ASSIGNOR"), Xxxxxxxxxx, a California corporation
(formerly, CTK Windup Corporation) ("ASSIGNEE") and X. Xxxxx & Co., a Delaware
corporation ("X. Xxxxx"). Assignor and Assignee are referred to collectively
herein as the "PARTIES."
WITNESSETH:
WHEREAS, Assignor and X. Xxxxx are parties to that certain agreement
dated October 18, 2006, a copy of which is attached hereto as EXHIBIT A (the "X.
XXXXX AGREEMENT");
WHEREAS, pursuant to a certain Share Exchange Agreement by and between
Assignor and Assignee dated January 31, 2007 as amended by that certain
Amendment No. 1 to the Share Exchange Agreement (collectively, the "SHARE
EXCHANGE AGREEMENT"), Assignor shall become a wholly owned subsidiary of the
Assignee;
WHEREAS, in anticipation of the closing of the Share Exchange
Agreement, Assignee through Assignor and its financial advisor, X. Xxxxx, is
offering for sale on a reasonable efforts basis to investors certain securities
as set forth in the Private Placement Memorandum attached hereto as EXHIBIT B;
WHEREAS, it has been contemplated that the X. Xxxxx Agreement be
assigned to and assumed by Assignee effective upon the closing of the Share
Exchange Agreement; and
WHEREAS, simultaneously with the closing of the transactions
contemplated by the Share Exchange Agreement, the Parties mutually desire (a)
that Assignor assign all of its right, title and interest in, under and to the
X. Xxxxx Agreement to Assignee, and (b) that Assignee assume all of Assignor's
obligations under the X. Xxxxx Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained in
the Agreement and other valuable consideration, the receipt and adequacy of
which are expressly acknowledged, the Parties hereto agree as follows:
1. EFFECTIVE DATE. For all purposes under this Agreement, the term
"EFFECTIVE DATE" shall mean the Closing Date as defined in the Share Exchange
Agreement.
2. ASSIGNMENT AND ASSUMPTION.
(a) Effective as of the Effective Date, Assignor hereby
assigns, transfers and sets over unto Assignee all of Assignor's right, title
and interest in, under and to the X. Xxxxx Agreement.
(b) Effective as of the Effective Date, Assignee hereby
accepts the foregoing assignment, agrees to perform when due the obligations of
Assignor pursuant to the X. Xxxxx Agreement in accordance with the terms
thereof.
3. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.
ASSIGNOR:
X. X. Xxxxxxxxxx,
a California corporation
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx, Chief Financial Officer
ASSIGNEE:
Xxxxxxxxxx,
a California corporation
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx, Chief Financial Officer
X. XXXXX:
X. Xxxxx & Co.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx, Managing Director
