EXHIBIT 2.4
-----------
FIRST AMENDMENT TO THE LIQUIDATION AGREEMENT
This Amendment (the "Amendment") to the Liquidation Agreement, dated on or
about May 29, 2009 (the "Liquidation Agreement"), is made this 2nd day of June,
2009, with an effective date of May 29, 2009 (the "Effective Date"), and is by
and among Xxxxxx Solar (Delaware) Company, Ltd., a Delaware corporation with its
principal office at Xx. 000, Xxx. 0, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxx City
709, Taiwan, Republic of China ("Xxxxxx (Delaware)"), Xxxxxx Solar Co., Ltd., a
corporation incorporated in the Republic of China with its principal office at
Xx. 000, Xxx. 0, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxx City 709, Taiwan, Republic
of China ("Xxxxxx (Taiwan)"), Xxxxxx Xxxxx Solar, LLC, a limited liability
company organized under the laws of the State of Delaware in the United States
of America with its principal office at Xxx Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000-0000, U.S.A. ("GSS"), and Spire Corporation, a corporation
organized under the laws of the Commonwealth of Massachusetts in the United
States of America with its principal office at Xxx Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000-0000, X.X.X. ("Spire"). Xxxxxx (Delaware), Xxxxxx (Taiwan),
GSS, and Spire, are collectively referred to as the "Parties" in this Amendment
and individually referred to as a "Party."
WHEREAS, the Parties wish to make certain amendments to the Liquidation
Agreement; and
WHEREAS, the Parties wish to clarify the status of that certain Trademark
License Agreement, dated as of July 31, 2007, by and between Spire and Xxxxxx
(Taiwan) (the "Spire - Xxxxxx Trademark License").
NOW, THEREFORE, in consideration of the obligations, covenants, and
conditions contained herein, including, but not limited to, each Party's release
of the other, as provided herein, and for the extension of the Spire - Xxxxxx
Trademark License, the receipt and sufficiency of which is hereby agreed and
acknowledged, the Parties hereby agree to be bound by the terms and conditions
as set forth herein:
1. Section 1 of the Liquidation Agreement shall be amended to include the
following definition:
"1.14 "XXXXXX TRADEMARK LICENSE" means the Trademark License Agreement
between Xxxxxx (Taiwan) and GSS dated as of July 31, 2007."
2. Section 2.3.2 of the Liquidation Agreement is hereby deleted and restated
in its entirety to read as follows:
"2.3.2 TERMINATION OF THE TRADEMARK LICENSES. As of the
Dissolution Date, the Parties agree and acknowledge that
the Xxxxxx Trademark License will be terminated, and that
the Spire Trademark License with GSS shall also be
terminated, after which GSS will have no further ability to
use the Spire Licensed Marks and the Xxxxxx Licensed Marks
(as defined in the respective Trademark Licenses)
thereafter. The Parties hereby agree that the Spire
Trademark License to Xxxxxx (Taiwan) will be amended, such
that it will be a non-exclusive, fully
2
paid up license for the Permitted Use, for an additional
period of ten (10) years from the Effective Date, with no
right thereafter for any extension pursuant to Section 7.3
therein or otherwise."
3. Each Party's release of the other Parties, as provided at Section 2.4 of
the Liquidation Agreement, shall extend to all actions contemplated herein.
4. This Amendment and the Liquidation Agreement (as amended hereby) constitute
the entire agreement of the Parties hereto with respect to the subject
matter hereof and supersede all prior agreements and undertakings, both
written and oral, among the Parties with respect to the subject matter
hereof and thereof. Except as amended by this Amendment, the Liquidation
Agreement shall continue in full force and effect.
5. This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different Parties
hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute
one and the same agreement.
6. Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Liquidation Agreement.
7. The provisions of this Amendment shall be binding upon and inure to the
benefit of the Parties and their respective heirs, executors, successors
and permitted assigns.
[SIGNATURES APPEAR ON THE NEXT PAGE]
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the
date first above written.
XXXXXX SOLAR (DELAWARE) COMPANY, LTD. SPIRE CORPORATION
By: /s/ Xxx Xx By: /s/ Xxxxxx X. XxXxxxx
---------------- ------------------------
Xxxxxx X. XxXxxxx
Its: Its: Chief Operating Officer
Date: June 2, 2009 Date: June 2, 2009
XXXXXX SOLAR CO., LTD. XXXXXX XXXXX SOLAR, LLC
By: /s/ Xxx Xx By: /s/ Xxx Xx
---------------- ----------------
Its: CEO Its: CEO
Date: June 2, 2009 Date: June 2, 2009
