Argenbright, Inc. LETTERHEAD]
Exhibit 10.2
[Xxxxxxxxxxx, Inc. LETTERHEAD]
September 14, 2008
Ladies and Gentlemen:
Reference is made to (i) that certain Stock Purchase Agreement, dated February 26, 2008, by
and among Union Street Acquisition Corp. (“USQ”), Xxxxxxxxxxx, Inc. (“Xxxxxxxxxxx”) and Archway
Marketing Services, Inc. (“Archway”) (the “Stock Purchase Agreement”), whereby, among other things,
USQ agreed to purchase from Xxxxxxxxxxx all of the issued and outstanding shares of capital stock
of Archway (the “Acquisition”) and (ii) that certain agreement, dated as of June 23, 2008, by and
among USQ, Xxxxxxxxxxx and Archway whereby USQ agreed to waive Xxxxxxxxxxx’x compliance with
certain provisions of the Stock Purchase Agreement and to release all claims that USQ may have
against Xxxxxxxxxxx in connection with the presentation of an alternative transaction by certain
principals of USQ to Xxxxxxxxxxx (the “Waiver”). As consideration for such agreement, Xxxxxxxxxxx
agreed to waive the payment by USQ of the termination fee pursuant to Section 8.3(b) of the Stock
Purchase Agreement.
In light of the current market conditions, the parties have continued to pursue such
alternative transactions and, on September 15, 2008, we entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Archway Marketing Holdings, Inc., a newly formed corporation
(“Holdings”), controlled by Tailwind Capital Partners, whereby Holdings agreed to acquire 100% of
the issued and outstanding shares of capital stock of Archway from us at the same price and on
substantially the same terms as are contained in the Stock Purchase Agreement, which contains a
condition to closing that the Stock Purchase Agreement has been terminated in accordance with its
terms(the “Tailwind Transaction”).
We hereby affirm that if the Tailwind Transaction is consummated, we will waive our rights to
receive the termination fee pursuant to Section 8.3(b) of the Stock Purchase Agreement. By signing
below, you hereby affirm that the Tailwind Transaction constitutes an “Alternative Transaction” as
defined in the Waiver and you acknowledge and affirm the waiver and release contained therein.
If the terms of this letter agreement are acceptable to you, please sign and return a
counterpart to us.
| Xxxxxxxxxxx, Inc. | ||||||
| By: Name: |
/s/ Xxxxxxx X Xxxx
|
|||||
| Title: | Vice President | |||||
Accepted and Agreed
as of the date
first written above:
as of the date
first written above:
By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||
Title:
|
Chief Financial Officer |
