TERMINATION AGREEMENT
Exhibit 99.25
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of January 19, 2018, by and among Xxxx X. Xxxxxx Living Trust, Exempt Xxxx X. Xxxxxx Living Trust, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/7, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/3, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/5, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1210/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 811/3, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 812/3, the Estate of Xxxx X. Xxxxxx, Xxxxxxx Family Trust, Xxxxxx and Xxxx Xxxxxxxx 2012 Trust, Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx (each, a “Party” and, collectively, the “Parties”).
WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Parties have entered into the Joint Filing Agreement, dated October 24, 2017, as amended on November 7, 2017 (the “Joint Filing Agreement”), pursuant to which the Parties have agreed, among other things, to jointly file statements on Schedule 13D with respect to their respective beneficial ownership of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Xxxxxx Healthcare, Inc., a Delaware corporation (the “Company”), to the extent required by applicable law;
WHEREAS, pursuant to the Joint Filing Agreement, on October 24, 2017, the Parties jointly filed with the U.S. Securities and Exchange Commission (the “SEC”) a Schedule 13D with respect to their respective beneficial ownership of shares of Common Stock of the Company, as amended by Amendment No. 1 filed by the Parties with the SEC on November 8, 2017 (the “Schedule 13D”);
WHEREAS, the Parties have ceased to collectively beneficially own more than 5% of the Common Stock of the Company and are no longer required to file statements on Schedule 13D with respect to their beneficial ownership of the Common Stock of the Company;
WHEREAS, the Parties now mutually desire to terminate the Joint Filing Agreement and their participation as members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock of the Company.
NOW, THEREFORE, the Parties hereby agree as follows:
1. The Joint Filing Agreement is hereby terminated, effective as of the date hereof.
2. Each of the Parties hereby agrees that its participation as a member of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock of the Company, as previously disclosed in the Schedule 13D, is hereby terminated, effective as of the date hereof.
3. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
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Xxxx X. Xxxxxx Living Trust | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Exempt Xxxx X. Xxxxxx Living Trust | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/4 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/7 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/3 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/4 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/4 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/5 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1210/4 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 811/3 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 812/3 | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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Estate of Xxxx X. Xxxxxx | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Executor |
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Xxxxxxx Family Trust | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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Xxxxxx and Xxxx Xxxxxxxx 2012 Trust | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxx Xxxxxxxx | |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Trustee |
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Xxxxxxx Xxxxxxx |
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/s/ Xxxxxxx Xxxxxxx |
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Xxxxxxx Xxxxxxx |
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Xxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
