EXHIBIT 2
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated
February ___, 1999, is entered by and between The X.X. Xxxxxxxx Company, a
Delaware corporation ("Xxxxxxxx") and ProActive Finance Group, LLC, a Texas
limited liability company ("ProActive").
Xxxxxxxx and ProActive entered into that certain Stock Purchase
Agreement, dated January 2, 1999 (the "Purchase Agreement"), pursuant to
which Xxxxxxxx agreed to sell, and ProActive agreed to purchase, all of the
right, title and interest of Xxxxxxxx in and to the Purchased Shares and the
Purchased Debt, each as defined in the Purchase Agreement (the "DTM Sale"). In
connection with and as further inducement for ProActive to consummate the DTM
Sale, Xxxxxxxx agreed to assign all of its right, title and interest in and to
that certain Shareholders' Agreement, dated April 30, 1996, as amended (the
"Shareholders' Agreement") to ProActive.
Therefore, for good and valuable consideration, receipt and sufficiency
of which is acknowledged, Xxxxxxxx hereby grants, bargains, sells and assigns to
ProActive all of Xxxxxxxx'x right, title and interest in and to the
Shareholders' Agreement and the rights, duties, and obligations conferred
thereby. In addition, Xxxxxxxx hereby grants, bargains, sells, and assigns to
ProActive all of Xxxxxxxx'x right, title and interest in and to the Purchased
Shares and Purchased Debt.
ProActive does hereby accept the foregoing assignments and hereby
assumes from and after the date of this Agreement, all of Xxxxxxxx'x
liabilities, duties, and obligations with respect to or arising from the
Xxxxxxxx'x right, title and interest in and to the Shareholders' Agreement.
ProActive hereby acknowledges that the foregoing assignment and assumption shall
relieve Xxxxxxxx of all of liabilities, duties, and obligations assigned and
assumed hereby.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
XXXXXXXX:
THE X.X. XXXXXXXX COMPANY
By:
Name:
Title:
PROACTIVE:
PROACTIVE FINANCE GROUP, LLC
By:
Xxxxxxx Xxxxxxxx
President
The undersigned hereby acknowledges its obligation to Xxxxxxxx in the amount of
$907,000 and acknowledges and consents to the foregoing assignments and
assumptions by Xxxxxxxx and ProActive.
DTM CORPORATION
By:
Name:
Title:
