EXHIBIT 9.2
TERMINATION AGREEMENT
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This Termination Agreement is entered into as of March 6, 2002 ("the
Agreement") by and between Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx.
R E C I T A L S
1. In 1996, Xxxxxx X.Xxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxx X. Xxxx
and Xxxxxx Xxxxxxx entered into a Shareholders' Voting Agreement ("the
Shareholders Agreement").
2. The Shareholders Agreement related to the governance of Sobic's Subs,
Inc. (now known as Interfoods of America, Inc. and referred to herein as the
"Company") and the transfer by the parties to the Shareholders Agreement of
their shares of common stock of the Company.
3. Subsequent to the date of the execution of the Shareholders Agreement,
Xxxxx X. Xxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxx sold all of their shares of
common stock of the Company.
4. Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx are the only remaining parties to
the Shareholders Agreement and desire to terminate the Shareholders Agreement.
NOW, THEREFORE, in consideration of the premises, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
Xxxxx X. Xxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxx sold and transferred all of
their shares of common stock in the Company subsequent to the date of the
execution of the Shareholders Agreement. As a result of the transfers of their
shares of common stock of the Company, Messrs. Byrd, Kaufman, and Xxxxxx are no
longer parties to or bound by the Shareholders Agreement.
Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx, the only remaining parties to the
Shareholders Agreement, hereby terminate the Shareholders Agreement as of the
date first written above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
