EXHIBIT 99.2
FORM OF TERMINATION AND RELEASE AGREEMENT RELATING TO ESCROW AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") is
made and executed this 1st day of October, 2006 among Tejas Incorporated, a
Delaware corporation, Capital & Technology Advisors Inc., a Delaware
corporation, the persons and entities listed on the signature page hereto, and
HSBC Bank USA, National Association, as escrow agent (each a "Party" and,
collectively, the "Parties").
W I T NE S S E T H:
WHEREAS, the Parties executed an Escrow Agreement, dated July
1, 2005, a copy of which is attached hereto as Exhibit A; and
WHEREAS, the terms and provisions of the Escrow Agreement
notwithstanding, the Parties desire to terminate the Escrow Agreement in its
entirety.
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
1. TERMINATION OF THE AGREEMENT. Effective as of the date hereof, the Escrow
Agreement shall be terminated in its entirety and shall be of no further force
or effect.
2. DELIVERY OF THE SHARES. Tejas Incorporated, Niskayuna Development LLC (now
known as Winchester Development LLC) and Xxxxx Xxxx, Xx. hereby direct the
Escrow Agent to deliver the Escrowed Property (as defined in the Escrow
Agreement) to Tejas Incorporated at the Closing pursuant to Section 2.01 of the
Purchase Agreement of even date herewith among Tejas Incorporated, Capital &
Technology Advisors, Inc. and the persons listed on the signature page thereto.
3. MUTUAL AND GENERAL RELEASE. The Parties, for themselves and their respective
successors, predecessors, assignees, affiliates, subsidiaries, officers,
directors, partners, employees, attorneys, consultants, representatives, agents
and entities they control (collectively, their "Respective Entities"), hereby
mutually and generally release and discharge each other and each other's
Respective Entities from any and all suits, debts, charges, obligations,
liabilities, causes of action and claims, whether at law or in equity, of any
kind or nature whatsoever, known or unknown, which the Parties and their
Respective Entities ever had, now have or hereafter can, shall or may have
against the other, for, upon, or by reason of any matter, cause or thing
arising, accruing or relating to the Escrow Agreement (collectively, the
"Released Matters"). This is intended to be the broadest mutual and general
release possible to give under law.
4. COVENANT NOT TO XXX. The Parties hereto represent and warrant that they will
not hereafter institute or pursue, or permit to be filed by any other person or
entity on their behalf, any claim, charge or action before any legislative or
judicial body against any Party to this Agreement or against any person bound by
this Agreement on account of any Released Matter that occurred or failed to
occur up to and including the date of this Agreement. The Parties hereto
represent and warrant that they have not assigned any rights or claims under the
Escrow Agreement.
5. NO ADMISSIONS. By entering into this Agreement, including the release and
covenant not to xxx, none of the Parties admits to any wrongdoing or liability
of any kind or character.
6. FEES. The Escrow Agent hereby confirms that there are no fees due and owing
to it by the other Parties hereto.
7. COUNSEL. Each Party acknowledges that the Party has carefully reviewed and
understands the terms of this Agreement and in connection herewith has had
sufficient and adequate opportunity to consult with legal counsel.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the Parties, and supersedes all prior oral and written
agreements or understandings between the Parties, regarding the subject matter
hereof. The provisions of this Agreement are severable, and if any part of it is
found to be unenforceable, the other paragraphs shall remain fully valid and
enforceable.
9. GOVERNING LAW. This Agreement shall be construed by and enforced in
accordance with the internal laws of the State of New York without giving effect
to the choice of law rules thereof.
10. COUNTERPARTS. This Agreement may be executed through the use of separate
signature pages or in any number of counterparts, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all Parties,
notwithstanding that all Parties are not signatories to the same counterpart.
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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of
the Parties as of the day first above written.
TEJAS INCORPORATED
By: /S/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
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Title: AUTHORIZED SIGNATORY
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CAPITAL & TECHNOLOGY ADVISORS, INC.
By: /S/ XXXXX XXXX, XX.
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Name: Xxxxx Xxxx, Xx.
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Title: AUTHORIZED SIGNATORY
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WINCHESTER DEVELOPMENT LLC
By: /S/ XXXXX X. XXXXXXXXXX, XX.
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Name: XXXXX X.XXXXXXXXXX, XX.
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Title: AUTHORIZED SIGNATORY
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XXXXX XXXX, XX.
/S/ XXXXX XXXX, XX.
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HSBC BANK USA, NATIONAL ASSOCIATION
By: /S/ XXXX X. XXXXX
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Name: XXXX XXXXX
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Title: AUTHORIZED SIGNATORY
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