CONTRIBUTION AGREEMENT
Exhibit 10.14
This Contribution Agreement (this “Agreement”), dated as of October 8, 2010, is made and
entered into by and between Xxxxx Acquisition Company II, Inc. (the “Company”) and Xxxxxxx X. Xxxxx
(“Seller”).
WHEREAS, pursuant to that certain Securities Assignment Agreement dated July 30, 2010, by and
among HH-HACII, L.P., a Delaware limited partnership, (the “Sponsor”) and the parties identified on
the signature page thereto, including Seller (the “Securities Assignment Agreement”), Seller
acquired 16,428 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”)
from the Sponsor;
WHEREAS, pursuant to the Company’s registration statement filed with the Securities and
Exchange Commission on Form S-1, No. 333-167809 (the “Registration Statement”), the Company is
contemplating conducting an initial public offering of units, each unit consisting of one share of
Common Stock and one warrant, and decreasing the contemplated size of such initial public offering
of units from $200,000,000 to $150,000,000; and
WHEREAS, Seller wishes to return to the Company for cancellation 4,107 shares of Common Stock
(in an amount pro rata to the reduction of such initial public offering), such that Seller will
beneficially own 0.0625% of the outstanding shares of Common Stock following the consummation of
such initial public offering of units.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
Section 1 Assignment of Shares. Seller hereby assigns and surrenders to the Company
for cancellation 4,107 shares of Common Stock. After giving effect to the cancellation of such
shares of Common Stock, Seller acknowledges that it holds 12,321 shares of Common Stock. Seller
further acknowledges that he shall return to the Company for cancellation, at no cost to Seller,
(i) 4,107 shares of Common Stock held by Seller to the extent the underwriters’ over-allotment (as
described in the Registration Statement) is not exercised in full and (ii) a number of shares of
Common Stock equal to 0.0125% of the Company’s issued and outstanding shares of Common Stock
immediately after the initial public offering of units in the event that the last sales price of
the Common Stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period within 24 months following the closing of the Company’s initial business
combination (as described in the Registration Statement). Seller hereby acknowledges and agrees
that, to the extent the immediately foregoing sentence conflicts with Section 1 (except with regard
to the assignment of shares to Seller) and the fifth sentence of Section 3 of the Securities
Assignment Agreement, the immediately foregoing sentence shall control and the aforementioned
provisions of the Securities Assignment Agreement shall have no further force or effect.
Section 2 No Conflicts. Each party represents and warrants that neither the
execution and delivery of this Agreement by such party, nor the consummation or performance by such
party of any of transactions contemplated hereby, will with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of benefit or right
under or acceleration of performance of any obligation required under any agreement to which he or
it is a party.
Section 3 Miscellaneous. This Agreement, together with the certificates, documents,
instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and
understanding of the parties hereto in respect of its subject matter. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties
hereto. Except as otherwise provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written consent of the
other party.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
| XXXXX ACQUISITION COMPANY II, INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | President and Chief Executive Officer | |||||
| SELLER: | ||||||
| /s/ Xxxxxxx X. Xxxxx | ||||||
| Xxxxxxx X. Xxxxx | ||||||
Signature Page to Xxxxx Contribution Agreement
