TERMINATION AGREEMENT
Exhibit
10.2
TERMINATION
AGREEMENT (this “Agreement”) is made as of the
May 30, 2008, by and among Tekni-Plex, Inc. (the “Company”), certain holders of
Preferred Stock and certain holders of Common Stock.
W
I T N E S S E T H:
WHEREAS, the Company and
certain of its stakeholders are parties to an Amended and Restated Investors’
Agreement dated as of May 13, 2005 (the “Investors’
Agreement”);
WHEREAS, any amendment or
termination of the Investors’ Agreement requires the approval of (i) the Board
of Directors of the Company (the “Board”); (ii) the stockholders
holding at least 66 2/3 % of the outstanding common stock of the Company; and
(iii) the stockholders holding at least a majority of the outstanding Preferred
Stock of the Company (the “Required Preferred
Stockholders”);
WHEREAS, the Company and
certain of its stakeholders (including holders of at least a majority of the
outstanding Preferred Stock and the holders of all of the outstanding Common
Stock) have entered into the Restructuring Agreement dated as of April 11, 2008
(the “Restructuring
Agreement”);
WHEREAS, as part of the
transactions contemplated by the Restructuring Agreement, the Board has approved
the termination of the Investors’ Agreement and the Board has approved and
adopted this Agreement and the undersigned parties (each a “Party”, and collectively the
“Parties”), constituting
stockholders holding at least 66 2/3% of the outstanding Common Stock and the
Required Preferred Stockholders, desire to terminate the Investors’
Agreement.
NOW, THEREFORE, in
consideration of the premises and covenants set forth herein and in connection
with the Restructuring (as defined in the Restructuring Agreement) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the Parties agree as
follows:
Section
1. Definitions. Each capitalized
term used but not defined herein shall have the meaning ascribed such term in
the Investors’ Agreement.
Section
2. Termination. The Investors’
Agreement is hereby cancelled and terminated, shall have no further force and
effect and shall be null and void.
Section 3.
Release. Each
Party hereby fully and forever releases and discharges each other Party from any
and all claims, rights, demands, agreements,
contracts,
covenants, actions, suits, causes of action, obligations, controversies, debts,
costs, expenses, damages, judgments, orders and liabilities of whatever kind or
nature in law, equity or otherwise, now known or unknown, suspected or
unsuspected, whether or not concealed or hidden, matured or unmatured and
whether or not asserted in any litigation which any Party hereto ever had or now
has, relating in any way to the Investors’ Agreement, including, but not limited
to, any rights triggered in connection with the Restructuring, if
any.
Section
4. Governing Law;
Submission to Jurisdiction. (a) This Agreement
shall be subject to, governed by and construed in accordance with the internal
laws of the State of Delaware, without giving effect to any conflicts or choice
of law provisions that would make applicable the substantive laws of any other
jurisdiction. Each Party hereby agrees (1) that this Agreement
involves matters in controversy of at least $100,000 and (2) that this Agreement
has been entered into by the Parties in express reliance upon 6 Del. C. Section
2708.
(b) Each
Party hereby irrevocably and unconditionally agrees (1) to be subject to the
jurisdiction of the courts of the State of Delaware and the federal courts
sitting in the State of Delaware or in the County of New York in the State of
New York, and (2) to the fullest extent permitted by applicable law, that
service of process may also be made on such party by prepaid certified mail with
a validated proof of mailing receipt constituting evidence of valid service, and
that service made pursuant to (2) above shall have the same legal force and
effect as if served upon said party personally within the State of
Delaware.
Section 5.
Waiver of Jury
Trial. Each Party hereby irrevocably waives any and all right
to trial by jury in any legal proceeding arising out of or related to this
Agreement or the transactions contemplated hereby.
Section 6.
Counterparts; Third Party
Beneficiaries. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
shall be and constitute one and the same instrument. No provision of this
Agreement is intended to confer upon any Person other than the Parties hereto
any rights or remedies hereunder.
2
IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
|
TEKNI-PLEX,
INC.
|
|||
|
By:
|
/s/
Xxxxx X. Xxxxxx
|
||
|
Name:
|
Xxxxx
X. Xxxxxx
|
||
|
Title:
|
Chief
Financial Officer
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
TEKNI-PLEX
PARTNERS LLC,
by
its Managing Member
Tekni-Plex
Management LLC
|
|||
|
By:
|
/s/
F. Xxxxxxx Xxxxx
|
||
|
Name:
|
Dr.
F. Xxxxxxx Xxxxx
|
||
|
Title:
|
Managing
Member of
Tekni-Plex
Management LLC
|
||
|
MST/TP
PARTNERS LLC
by
its Managing Member
Tekni-Plex
Management LLC
|
|||
|
By:
|
/s/
F. Xxxxxxx Xxxxx
|
||
|
Name:
|
Dr.
F. Xxxxxxx Xxxxx
|
||
|
Title:
|
Managing
Member of
Tekni-Plex
Management LLC
|
||
|
TEKNI-PLEX
MANAGEMENT LLC
|
|||
|
By:
|
/s/
F. Xxxxxxx Xxxxx
|
||
|
Name:
|
Dr.
F. Xxxxxxx Xxxxx
|
||
|
Title:
|
Managing
Member
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
DR.
F. XXXXXXX XXXXX
|
||
|
By:
|
/s/
F. Xxxxxxx Xxxxx
|
|
|
Dr.
F. Xxxxxxx Xxxxx
c/o
Tekni-Plex, Inc.
000
Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
XXXXXXX
X. XXXXXX
|
||
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|
|
Xxxxxxx
X. Xxxxxx
c/o
Weston Presidio Capital
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Facsimile:
(000) 000-0000
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
| Xxxxxx Xxxxxxx | ||
| Name of Party | ||
|
By:
|
/s/ Xxxxxx
Xxxxxxx
|
|
|
Name:
|
Xxxxxx
Xxxxxxx
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
| Xxxxxxxxx Des Rosiers | ||
| Name of Party | ||
|
By:
|
/s/ Xxxxxxxxx Des
Rosiers
|
|
|
Name:
|
Xxxxxxxxx
Des Rosiers
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
| Xxxxxx X. Xxxxxxxx | ||
| Name of Party | ||
|
By:
|
/s/ Xxxxxx X.
Xxxxxxxx
|
|
|
Name:
|
Xxxxxx
X. Xxxxxxxx
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
| Xxxxxxx Xxxxxxx & Xxxxx Capital Partners, LLC | ||
| Name of Party | ||
|
By:
|
/s/ Xxxxxxx
Xxxxx
|
|
|
Name:
|
Xxxxxxx
Xxxxx
|
|
|
Title:
|
Authorized
Member
|
|
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
Xxxxx
Xxxxxx
|
||
| Name of Party | ||
|
By:
|
/s/ Xxxxx
Xxxxxx
|
|
|
Name:
|
Xxxxx
Xxxxxx
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
Eastport
Operating Partners
|
||
| Name of Party | ||
|
By:
|
/s/ J.
Xxxxxx XxXxxxx
|
|
|
Name:
|
J.
Xxxxxx XxXxxxx
|
|
|
Title:
|
General Partner | |
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
Xxxxxxx
X. Xxxxx
|
||
| Name of Party | ||
|
By:
|
/s/ Xxxxxxx
X. Xxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxx
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
Xxxxxxx
X. Xxxxxxxx
|
||
| Name of Party | ||
|
By:
|
/s/ Xxxxxxx
X. Xxxxxxxx
|
|
|
Name:
|
Xxxxxxx
X.
Xxxxxxxx
|
|
|
Title:
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
WESTON
PRESIDIO CAPITAL IV, L.P.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
by
WESTON PRESIDIO CAPITAL
MANAGEMENT
IV, L.L.C.
its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
Title:
|
Member
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
WESTON
PRESIDIO CAPITAL III, L.P.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
by
WESTON PRESIDIO CAPITAL
MANAGEMENT
IV, L.L.C.
its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
Title:
|
Member
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
WPC
ENTREPRENEUR FUND, L.P.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
by
WESTON PRESIDIO CAPITAL
MANAGEMENT
IV, L.L.C.
its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
Title:
|
Member
|
||
SIGNATURE
PAGE TO TERMINATION AGREEMENT
|
WPC
ENTREPRENEUR FUND II, L.P.
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Facsimile
Number: (000) 000-0000
by
WESTON PRESIDIO CAPITAL
MANAGEMENT
IV, L.L.C.
its
General Partner
|
||
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxx
|
|
|
Title:
|
Member
|
|
SIGNATURE
PAGE TO TERMINATION AGREEMENT
