THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated A
September 1, 1999 is between QC CONSTRUCTION PRODUCTS, LLC, a Delaware limited liability
company ("Transferee"), and BOMANITE CORPORATION, a California corporation ("Transferor"). I
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WHEREAS, pursuant to the provisions of that certain Contribution Agreement (the
"Contribution Agreement") by and between, Transferor and Transferee, dated as of September 1, 1999,
Transferor agreed to contribute and transfer to Transferee in exchange for 100% of the membership
interests in Transferee and Transferee agreed to accept from Transferor certain assets of Transferor as
defined in Section 1.1 of the Contribution Agreement (the "Contributed Assets") and Transferee agreed
to assume certain liabilities of Transferor as defined in Section 1.3 of the Contribution Agreement (the I
"Assumed Liabilities").
WHEREAS, capitalized terms used herein without definition shall have the meanings i
stated in the Contribution Agreement.
NOW THEREFORE, in consideration of the covenants, representations and warranties i
contained in the Contribution Agreement, and for other good and valuable consideration, the receipt and 1
ir,,,, , adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1
1 A G R E E M E N T
1. Assignment and Assumption.
(a) JTransferor hereby sells, transfers, assigns, conveys and delivers to, and
vests in, Transferee, all of its right, title and interest in and to, the Contributed Assets and Assumed
Liabilities, subject to all representations, warranties, covenants, conditions, and all other agreements
contained in the Contribution Agreement, and Transferee hereby assumes and agrees to pay, perform and
discharge, in due course, those debts, liabilities, obligations, contracts, commitments and undertakings
which are defined in Section 1.3 as the "Assumed Liabilities."
(b) Transferor hereby irrevocably constitutes and appoints Transferee,
Transferee’s successors and assigns, Transferor’s true and lawful attorney with full power of substitution,
- in Transferor’s name and stead, but on behalf and for the benefit of Transferee, Transferee’s successors _
and assigns, to demand and receive any and all of the Contributed Assets and Assumed Liabilities, and to .
give receipts and releases for and in respect of the same, and any part thereof, and from time to time to
prosecute in its name, or otherwise, for the benefit of Transferee, Transferee’s successors and assigns,
any and all proceedings at law, in equity or otherwise, which Transferee, Transferee’s successors and
assigns, may deem proper for the collection or reduction to possession of any of the business, properties
or assets comprising the Contributed Assets and Assumed Liabilities or for the collection and
, enforcement of any claim or right of any kind hereby sold, conveyed, transferred and assigned.
(_c) This Agreement is intended to make effective the assignment ofthe
Contributed Assets and the assumption of the Assumed Liabilities as described in Article 1 of the
I Rm_,O,O,6Qase 2:03-cv—O1997-ROS Document 103 Filed O9/26/2005 Page 1 of 2
. _ ` P00009971
Contribution Agreement. Nothing herein is intended to supersede or modify any provisions of the
Contribution Agreement.
2. Further Assurances. Transferor agrees to take all such further action and execute l
such further documents as may be necessary or desirable to perfect Transferee’s interest in the
Contributed Assets and Assumed Liabilities.
3. Governing Law. This Agreement shall be construed in accordance with and be
govemed by the laws of the State of Delaware (without regard to conflicts of law principles).
4. Scope of this Agreement. To the extent of any conflict or inconsistency between t
the terms and conditions of this Agreement and the Contribution Agreement, the Contribution Agreement S
shall prevail and govern the rights and obligations of the parties hereto. A
IN WITNESS VVHEREOF, the parties have caused this Agreement to be duly executed p
by their respective officers as ofthe date first written above.
TRANSFEROR TRANSFEREE g
BOMANITE CORPORATION, QC CONSTRUCTION PRODUCTS, LLC,
a California corporation a Delaware limited liability corporation §
†Bv; 2 \ By: Bomanite Corporation,
.. a California corporation, Member
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tina [Q H M [grim i~\/
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Oase 2 03 cv 01997 ROS Document 103 ned 09 age Po)OOO9972
Case 2:03-cv-01997-ROS
Document 103
Filed 09/26/2005
Page 1 of 2
Case 2:03-cv-01997-ROS
Document 103
Filed 09/26/2005
Page 2 of 2
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