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EXHIBIT 10.9
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is
made
and entered into as of this twenty-eighth
day of July, 2005, by and among The
Ageless Foundation, Inc. ("Ageless"),
Quincy Investments Corp. ("Quincy") and
Naturade, Inc. (the "Company").
RECITALS
A. The
Company desires Quincy to identify, negotiate and arrange the
financing for the acquisition by the
Company of selected assets of Ageless,
Symco, Inc. ("Symco") and Symbiotics, Inc.
("Symbiotics"), in consideration for
which Quincy shall be entitled to receive
Common Stock, Series C Convertible
Preferred Stock and warrants to purchase
additional shares of Common Stock of
the Company.
B.
Pursuant to that certain Master Investment Agreement dated July
22,
2005, (i) Quincy agreed to use its best
efforts to enter into and perform its
obligations under that certain Asset
Purchase Agreement, by and between Quincy
and Ageless, attached hereto as Exhibit A
(the "Ageless Purchase Agreement") and
(ii) concurrent with the execution and
delivery of the Ageless Purchase
Agreement, Quincy and the Company agreed to
enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
obligations herein contained, it is agreed
as follows:
1. ASSIGNMENT AND ACCEPTANCE.
(a) Quincy hereby assigns to the Company all of Quincy's
right, title and interest in, to and under
the Ageless Purchase Agreement.
(b) The Company hereby accepts the foregoing assignment and
agrees to keep, perform and fulfill all of
the terms, covenants, conditions,
duties and obligations which are required
to be kept, performed and fulfilled by
Quincy under the Ageless Purchase Agreement
and which are to be performed after
the date hereof (but not including any
which have accrued, or which may exist
from acts or failures to act, on or prior
to the date hereof).
(c) Attached hereto as Exhibit B is a true and complete copy
of the resolutions duly adopted by the
Board of Directors relating to the Master
Investment Agreement and the other
agreements and instruments referred to
therein, which resolutions have not been
amended or revoked and are now in full
force and effect on the date hereof.
2. ISSUANCE OF SECURITIES.
(a) Concurrent with the execution and delivery of this
Agreement, the Company has (i) issued to
Quincy, and caused its transfer agent
to deliver certificates to Quincy for,
12,739,630 shares of Common Stock and
4,200,000 shares of Series C Convertible
Preferred Stock and (ii) issued and
delivered to Quincy warrants to purchase up
to 7,000,000 shares of Common Stock,
in substantially the form attached hereto
as Exhibit B (the "Warrants"), receipt
of which shares and Warrants hereby is
acknowledged by Quincy.
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(b) Quincy hereby represents and warrants to the Company that
all representations and warranties of
Quincy contained in Section 4 of the
Master Investment Agreement referred to in
Recital B are true and complete as
though made on and as of the date
hereof.
3. RELEASE.
(a) Except with respect to the Promissory Note dated of even
date herewith referred to in Section
1.04(a) of the Ageless Purchase Agreement,
Ageless hereby fully, forever and
unconditionally releases, exonerates, waives,
relinquishes, discharges, acquits, relieves
and covenants not to sue Quincy, or
any of its officers, directors, employees
or agents, from any and all rights,
claims, demands, debts, obligations,
liabilities, promises and agreements
arising from or in c
