Brickell Bay Acquisition Corp. c/o H.I.G. Capital, L.L.C. 1001 Brickell Bay Drive, 27th Floor Miami, Florida 33131 November 11, 2009
Exhibit 99.17
Brickell Bay Acquisition Corp.
x/x X.X.X. Xxxxxxx, X.X.X.
0000 Xxxxxxxx Xxx Xxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
x/x X.X.X. Xxxxxxx, X.X.X.
0000 Xxxxxxxx Xxx Xxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
November 11, 2009
Parallex LLC
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Exchange Agreement (the “Exchange Agreement”), dated as of
October 18, 2009, by and among Brickell Bay Acquisition Corp., a Delaware corporation (the
“Company”), and Parallex LLC (“Exchanger”). Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Exchange Agreement.
Notwithstanding anything set forth in the Exchange Agreement to the contrary, the Company and
the Exchanger agree that in the event of a termination of the Merger Agreement, any indemnification
obligations of the Company for Potential Claims pending prior to such termination of the Merger
Agreement shall survive such termination.
By signing below, each party hereto agrees and acknowledges that this letter agreement
constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, and
the execution, delivery and performance of this letter agreement by such party does not and will
not conflict with, violate or cause a breach of any agreement, contract or instrument to which such
party is a party or any judgment, order or decree to which such party may be subject.
More than one counterpart of this letter agreement may be executed by the parties, and each
fully executed counterpart shall be deemed an original. A facsimile signature page hereto shall be
treated in all manner and respects as an original agreement and shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered in person.
* * * * *
Very Truly Yours, BRICKELL BAY ACQUISITION CORP. |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Its: President | ||||
Agreed and accepted as of the date
first written above:
first written above:
PARALLEX LLC
By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxx, Xx. | |||
Its: Manager | ||||