TERMINATION OF PURCHASE AGREEMENT
Exhibit 10.2
THIS
TERMINATION OF PURCHASE AGREEMENT (this
“Agreement”), dated as of August 2, 2009, is
entered into by and between Xxxxx Acquisition Company I, Inc., a Delaware corporation (the
“Company”), Xxxxxx X. Xxxxx (the “Buyer”) and HH-HACI, L.P. (collectively, the “Parties,” and each,
a “Party.”)
PRELIMINARY STATEMENTS
A. The Buyer and the Company have entered into a Co-Investment Securities Purchase Agreement
dated as of September 26, 2007 (the “Purchase Agreement”); and
B. Upon the advice of financial advisors and a majority of the independent directors of the
Company, the Company wishes to terminate the Purchase Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the
Parties hereto agree as follows:
1. Termination. The Purchase Agreement is hereby terminated and of no further force
and effect. For the avoidance of doubt, Section 6.1 (Failure to Purchase) of the Purchase
Agreement is hereby rendered null and void.
2. Authority. Each Party represents that such Party has full power and authority to
enter into this Agreement, and that this Agreement constitutes a legal, valid and binding
obligation of such Party, enforceable against such Party in accordance with its terms.
3. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, but all of which will constitute one and the same
agreement.
4. Applicable Law. This Agreement, the entire relationship of the Parties, and any
litigation between the Parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
Delaware, without giving effect to its choice of laws principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the
date first set forth above.
| COMPANY: | ||||||||||
| XXXXX ACQUISITION COMPANY I, INC. | ||||||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||||||
| Xxxxxx X. Xxxxx | ||||||||||
| President, Chief Executive Officer | ||||||||||
| and Chief Financial Officer | ||||||||||
| BUYER: | ||||||||||
| /s/ Xxxxxx X. Xxxxx | ||||||||||
| Xxxxxx X. Xxxxx | ||||||||||
| HH-HACI, L.P. | ||||||||||
| By: HH-HACI GP, LLC, its general partner |
||||||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||||||
| Xxxxxx X. Xxxxx | ||||||||||
| Sole Member and Manager | ||||||||||
