Assignment of Software License Agreement
Exhibit 10.1.5
This Assignment of Software License Agreement (“Agreement”), dated as of April 17,
2009, by and among Hanover Capital Mortgage Holdings, Inc. (“Hanover”), JWH Holding
Company, LLC (“JWH”) and Xxxxxx Investment Management LLC (“Spinco”, and together
with Hanover and JWH, the “Parties” and each a “Party”).
W I T N E S S E T H:
WHEREAS, pursuant to the Second Amended and Restated Agreement and Plan of Merger dated as of
February 6, 2009, by and among Hanover, JWH, Spinco and Xxxxxx Industries, Inc., to which Hanover
and Spinco are both parties (as may be further amended, supplemented, restated, or otherwise
modified, the “Merger Agreement”; capitalized terms used but not defined herein shall have
the meanings ascribed therein), Spinco will merge into Hanover, replacing JWH as the merger
counterparty; and
WHEREAS, in connection with the consummation of the Asset Transfer (the date of such
consummation, the “Effective Date”), Hanover and JWH wish for Spinco to assume and continue
performance under the Software License Agreement, dated September 29, 2008, by and between Hanover
and JWH (the “Software License”), and Spinco agrees to assume and continue such
performance;
NOW, THEREFORE, in consideration of the covenants, agreements and conditions hereafter set
forth, and intending to be legally bound hereby, the Parties hereto agree as follows:
1. JWH hereby assigns to Spinco, and Spinco assumes, JWH’s entire right, title and interest
in, and status as a party under, the Software License, effective as of the Effective Date. Each of
Hanover, JWH and Spinco hereby acknowledges and agrees that this assignment is permitted to be made
without Hanover’s consent pursuant to Section 7.4 of the Software License, because it is made (i)
to an affiliate of JWH and (ii) in connection with the sale of all or substantially all of the
assets or business to which the Software License relates. Notwithstanding the foregoing, and
without prejudicing Spinco’s right to further assign the Software License without Hanover’s consent
pursuant to the limited exceptions set forth in Section 7.4 of the Software License, in the event
the above assignment is deemed to have required Hanover’s consent under Section 7.4 of the Software
License, Hanover hereby consents thereto.
2. Effective as of the Effective Date, Hanover and JWH each release each other from any past,
pending or future obligations, liabilities or claims arising under the Software License, except
that JWH and Hanover shall continue to be bound by the obligations set forth in Section 5.1 thereof
(Confidentiality Obligations).
3. Hanover acknowledges receipt of payment by JWH of $1 million on January 9, 2009, and
therefore agrees, pursuant to Section 1.2 of the Software License, that the license in Section 1.1
of the Software License was deemed fully paid-up as of December 31, 2008.
4. Each Party agrees to take such further actions and to execute and deliver such further
agreements or other instruments reasonably requested by any other Party to further the intent and
purposes of this Agreement.
5. If and to the extent the Three-Party Escrow Service Agreement (“Escrow Agreement”)
dated as of December 8, 2008, is deemed not to have terminated prior to the Effective Date, Hanover
and JWH agree to use their reasonable best efforts (including obtaining any required consents) to
assign to Spinco on or as promptly as reasonably practicable following the Effective Date the
status of JWH as “Beneficiary” thereunder. JWH agrees to deliver to Spinco at the Effective Date
all originals and copies of the “Deposit Material” (as defined in the Escrow Agreement) in its
possession or control.
6. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts made and to be performed therein. Each Party irrevocably
submits to the jurisdiction of the state or federal courts in New York, New York for the purposes
of any claim, action, suit or proceeding arising out of this Agreement. Each Party unconditionally
waives any right to a trial by jury with respect thereto.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be one and the same instrument.
2
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date and year first above written.
| Hanover Capital Mortgage Holdings, Inc. | ||||||
| By: | /s/ Xxxx X. Xxxxxxxx
|
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| Name: Xxxx X. Xxxxxxxx | ||||||
| Title: CEO and President | ||||||
| JWH Holding Company, LLC | ||||||
| By: | /s/ Xxxx X. X’Xxxxx
|
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| Name: Xxxx X. X’Xxxxx | ||||||
| Title: President and CEO | ||||||
| Xxxxxx Investment Management LLC | ||||||
| By: | /s/ Xxxx X. X’Xxxxx
|
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| Name: Xxxx X. X’Xxxxx | ||||||
| Title: Manager | ||||||
