Agreement of Termination of the Collateral Assignment Agreement
EXHIBIT
10.1
Agreement
of Termination
of
the
Collateral
Assignment Agreement
This
Agreement of Termination, dated as
of January 2, 2008 (the “Agreement”), is entered into by and between MZT
Holdings, Inc. (f/k/a Matritech, Inc.) (the “Company”) and SDS Capital
Group SPC, Ltd., as collateral agent (the “Collateral Agent”) on behalf
of the holders of certain outstanding secured promissory notes issued by the
Company (the “Notes”). All capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Collateral
Assignment Agreement, by and between the Company and the Collateral Agent,
dated
as of December 12, 2007 (the “Assignment Agreement”).
WHEREAS,
the Company, through the
Collateral Agent has repaid all of the Company’s outstanding obligations under
the Notes and the Notes have terminated in accordance with their terms;
and
WHEREAS,
as a result of such
repayments, the Company and the Collateral Agent desire to terminate the
Assignment Agreement and the Collateral Agent desires to authorize the Company
to terminate the financing statement filed with the Secretary of the State
of
Delaware related to the Collateral Agent’s security interest in the Assignment
Agreement (the “Financing Statement”);
NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Company and the Collateral Agent hereby agree as follows:
|
1.
|
The
Assignment Agreement, and all rights and obligations thereunder,
is hereby
terminated in its entirety and shall be of no further force and
effect. In connection with the termination of the Assignment
Agreement, the Collateral Agent hereby covenants and agrees promptly
to
return to the Company any funds deposited with the Collateral Agent
that
were not used either (a) to repay the Notes or other obligations
of the
Company that the Collateral Agent repaid at the request of the Company
or
(b) to cover the Collateral Agent’s reasonable expenses in effecting such
repayments on behalf of the
Company.
|
|
2.
|
The
Company be and hereby is authorized to make such filings and take
such
actions as are required to terminate the Financing
Statement.
|
|
3.
|
This
Agreement shall be governed in all respects, including as to validity,
interpretation and effect, by the internal laws of the State of Delaware,
without giving effect to the conflict of laws rules
thereof. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of
which
taken together shall constitute one and the same
instrument.
|
|
4.
|
This
Agreement sets forth the complete, sole and entire agreement between
the
parties with respect to the subject matter hereof and supersedes
any and
all other agreements, negotiations, discussions, proposals,
representations or understandings by or between the
|
parties
with respect to the subject matter hereof, whether oral or
written, including, without limitation, the Assignment Agreement.
|
5.
|
In
the event that any provision of this Agreement, or any part thereof,
is
determined to be legally invalid, void or voidable as against the
public
policy or otherwise, the affected provision shall be stricken from
the
Agreement, and the remaining terms of the Agreement and its enforceability
shall remain unaffected thereby. Moreover, if one or more of
the provisions contained in this Agreement shall for any reason be
held to
be excessively broad as to scope, activity, subject or otherwise
so as to
be unenforceable at law, such provision or provisions shall be construed
by the appropriate judicial body by limiting or reducing it or them,
so as
to be enforceable to the maximum extent compatible with the applicable
law
as it shall then appear.
|
|
|
[Remainder
of page left blank
intentionally]
|
2
|
|
Executed
as of the date first written above.
|
By:
/s/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx
Xxxxxxx
Title: General
Counsel and Secretary
SDS
CAPITAL GROUP SPC,
LTD.
By:
/s/
Xxxxx
Xxxxx
Name: Xxxxx
Xxxxx
Title: Director
3
