Exhibit 10.4
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT, dated as of
September 9th, 2008 (this “ Agreement ”), is by
and between Baywood International, Inc., a Nevada corporation
(“ Baywood ”), Baywood New Leaf Acquisition,
Inc., a Nevada corporation and a wholly owned subsidiary of Baywood
(“ Buyer ”), Skae Beverages International,
LLC, a Delaware limited liability
company (“ Seller ”) and Eric Skae (“
Skae ”) an individual.
WHEREAS, Seller, Skae, Baywood and Buyer
have entered into an Asset Purchase Agreement, dated as of
September 9th, 2008 (the “ Asset Purchase Agreement
”; unless otherwise defined herein, capitalized terms shall
be used herein as defined in the Asset Purchase
Agreement);
WHEREAS, pursuant to the Asset Purchase
Agreement, Buyer has agreed to assume, pay, perform and discharge
when due, any and all of the Assumed Liabilities; and
WHEREAS, the execution and delivery of
this Agreement by Baywood and Buyer is a condition to the
obligations of Seller to consummate the transactions contemplated
by the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the
premises and the mutual agreements and covenants set forth in the
Asset Purchase Agreement and hereinafter set forth, Baywood, Buyer
and Seller hereby agree as follows:
1.
Assumption of Liabilities
(a) Buyer hereby
assumes, and agrees to pay, perform and discharge when due, all of
the Assumed Liabilities.
(b)
Notwithstanding the foregoing provisions
of paragraph (a), Buyer does not assume, or agree to pay, perform
or discharge when due, any Excluded Liabilities of
Seller.
2.
Assignment . This Agreement may not be assigned by operation of
law or otherwise without the express written consent of Seller, on
the one hand, and Baywood and Buyer on the other (which consents
may be granted or withheld in the sole discretion of Seller, on the
one hand, or Baywood and Buyer on the other); provided, however,
that Buyer and/or Baywood may assign this Agreement or any of their
respective rights and obligations hereunder to one or more
Affiliates without the consent of Seller.
3.
No Third Party
Beneficiaries . This Agreement
shall be binding upon and inure solely to the benefit of the
parties hereto and their permitted assigns and nothi
