TERMINATION AGREEMENT
Exhibit A
THIS
TERMINATION AGREEMENT (the “Termination Agreement”)
is entered into
as of the 18th day
of December, 2008, by and among PCMT Corporation, a Delaware corporation (the
“Company”) Suspect
Detection Systems Ltd., an Israeli corporation (“SDS”) Xxxxxxx Xxxxxx, the
Chief executive of SDS (the "Principal"), and the
shareholders of SDS that are identified on Exhibit A annexed hereto, including
the Principal (each a "Seller" and collectively the
"Sellers"), (the
Company, SDS, the Principal and the Sellers shall each be referred to
hereinafter as a “Party”, and collectively as
the “Parties”).
RECITALS:
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WHEREAS
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The
Parties have entered into a Stock Purchase Agreement, dated April 30,
0000, (xxx "XXX");
and
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WHEREAS
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The
Parties desire to terminate the SPA, all upon the terms and subject to the
conditions set forth in this Termination
Agreement.
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NOW, THEREFORE, in
consideration of the premises and for good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the Parties agree as
follows:
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1.
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The
SPA is hereby terminated with immediate effect and shall have no further
force and effect.
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2.
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All
demands, claims or rights, that any Party has or may have against any
other Party and/or its representatives and/or its affiliates and/or any
other person or body acting on behalf of, or connected with, the other
Party with regard to the SPA as of the date hereof are hereby completely
and irrevocably waived and discharged, and no Party nor anyone acting on
that Party's behalf nor any of that Party's affiliates and/or subsidiaries
and/or representatives will have any demands, claims or rights whatsoever
in connection with the SPA.
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3.
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The
recitals to this Termination Agreement are an integral part hereof. This
Termination Agreement may be executed in one or more counterparts
(including via facsimile), each of which shall be deemed to be an
original, but all of which shall be one and the same
instrument.
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4.
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The
Parties hereby irrevocably consent to the in personam jurisdiction and
venue of the courts of the State of New York and of any federal court
located in such State in connection with any action or proceeding arising
out of or relating to this Termination Agreement, any document or
instrument delivered pursuant to, in connection with or simultaneously
with this Termination Agreement, or a breach of this Termination Agreement
or any such document or instrument. EACH PARTY HERETO WAIVES TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS TERMINATION
AGREEMENT OR ANY BREACH OR ALLEGED BREACH
HEREOF.
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IN
WITNESS WHEREOF, this Termination Agreement has been duly executed by the
Parties hereto as of and on the date first above written.
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PCMT
CORPORATION
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SUSPECT
DETECTION SYSTEMS LTD.
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By:
/s/ Xxxxx
Xxxxxxx
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By:
/s/ Xxxxxxx
Xxxxxx
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Name:
Xxxxx Xxxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title:
CFO and Interim CEO
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Title:
CEO
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PRINCIPAL
/s/ Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
SELLER
By:
/s/ Ishayahu (Sigi)
Xxxxxxxx
Name:
Ishayahu (Sigi)
Xxxxxxxx
SELLER
NG – The
Northern Group LP
By:
/s/
Illegible
Name:
Illegible
Title:
Illegible
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