GROUP TERMINATION AGREEMENT

EXHIBIT 2

GROUP TERMINATION AGREEMENT

This Group Termination Agreement (this "Agreement") is made as of September 19, 2010, by and among Xxxxxx Xxxxxxx Management, L.P.; BC Advisors, LLC; Xxxxxx X. Xxxxxx; Xxxxxxx X. Xxxxxxx; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Xxxxxxx Capital, L.P. ("Xxxxxxx Capital"); Asgard Investment Corp.; and Xxxxx X. Xxxxxxx.

WHEREAS, the undersigned entered into a Group Agreement, dated August 24, 2010 (the "Group Agreement," capitalized terms used and not defined herein shall have the meanings ascribed to them in the Group Agreement) whereby the undersigned may be deemed to have formed a "group" for purposes of Section 13(d)(3) of, and Rule 13d−5(b)(1) promulgated under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to shares of common stock (the "Common Stock") of Hot Topic, Inc., a California corporation (the "Company") and agreed to coordinate their actions; and

WHEREAS, the undersigned wish to terminate their status as a "group" and the Group Agreement as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate their status as a "group" for purposes of Section 13(d)(3) of, and Rule 13d−5(b)(1) promulgated under, the Exchange Act, with respect to the Common Stock of the Company as of the date hereof.

2. The parties hereto, on behalf of themselves and their respective affiliates, by execution of this Agreement, hereby waive the requirements of 24 hours written notice set forth in paragraph 7 of the Group Agreement, and pursuant to paragraph 7 of the Group Agreement hereby terminate the Group Agreement as of the date hereof; provided that such termination shall not relieve any party hereto from liability under the Group Agreement incurred prior to such termination; and provided further that the obligations of Xxxxxxx Capital under paragraph 8 of the Group Agreement solely with respect to Securities directly held or beneficially owned by any Xxxxxxx Party and acquired prior to the execution of this Agreement, shall survive such termination.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

4. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York.  If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent.  In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

5. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, their permitted successors and assigns, and their affiliated persons bound under the Group Agreement.  Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto.

[SIGNATURE PAGE FOLLOWS]

 IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement as of the date first written above.
 

	DOUBLE BLACK DIAMOND OFFSHORE LTD.
	By:	Xxxxxxx Capital, L.P., its investment manager
		By:	Asgard Investment Corp., its general partner
			By:	/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: President
	BLACK DIAMOND OFFSHORE LTD.
	By:	Xxxxxxx Capital, L.P., its investment manager
		By:	Asgard Investment Corp., its general partner
			By:	/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: President
	XXXXXXX CAPITAL, L.P.
	By:	Asgard Investment Corp., its general partner
		By:	/s/ Xxxxx X. Xxxxxxx
			Name: Xxxxx X. Xxxxxxx
			Title: President
	ASGARD INVESTMENT CORP.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: President
	XXXXX X. XXXXXXX
	/s/ Xxxxx X. Xxxxxxx
	XXXXXX XXXXXXX MANAGEMENT, L.P.
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Xxxxxx X. Xxxxxx
			Name: Xxxxxx X. Xxxxxx
			Title: Co-managing Member
	BC ADVISORS, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Co-managing Member
	XXXXXX X. XXXXXX
	/s/ Xxxxxx X. Xxxxxx
	XXXXXXX X. XXXXXXX
	/s/ Xxxxxxx X. Xxxxxxx