termination agreement
Exhibit 6.1.1
This Termination Agreement (this “Agreement”), dated as of October 5, 2020 (the “Termination Date”), is entered into by and between Xxxx Gallery LLC (the “Company”) and North Capital Private Securities Corporation (“NCPS”). Each of the Company and NCPS are individually referred to herein as a “Party” and together as the “Parties.”
Recitals
A.
The Company and NCPS are parties to that certain Amended and Restated Solicitation Agreement, dated as of July 9, 2019 (as amended and/or restated, the “Solicitation Agreement”).
B.
The Company desires to terminate the Solicitation Agreement, and the Parties agree to terminate the Solicitation Agreement on the terms and conditions as set forth in this Agreement.
Now, therefore, the Parties agree as follows:
Agreement
1.
Termination Notice Waiver; Termination. Each Party hereby waives Section 13 of the Solicitation Agreement, which otherwise requires 60 days’ prior written notice of termination, and terminates the Solicitation Agreement, and the Solicitation Agreement is terminated effective as of the Termination Date.
2.
Survival. Notwithstanding this Agreement, each Party shall continue to be bound by the provisions of the Solicitation Agreement that reasonably require some action or forbearance (or are required to implement such action or forbearance) after such termination, including, without limitation, those related to the Company’s indemnification obligations, limitations of and exclusions to NCPS’s liability, warranties and confidentiality, and such provisions shall survive.
3.
Miscellaneous.
(a)
This Agreement comprises the full and complete agreement of the Parties with respect to the termination of the Solicitation Agreement and supersedes and cancels all prior communications, understandings and agreements between the Parties regarding such termination, whether written or oral, expressed or implied.
(b)
This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without regard to conflict of laws principles. The dispute resolution provisions set forth in Section 16 of the Solicitation Agreement are incorporated herein by reference and shall survive this Agreement.
(c)
This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document. A signed copy of this Agreement by facsimile, email or other means of electronic transmission or signature is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(d)
This Agreement may not be amended, altered or modified except by a written instrument executed by each Party. No course of dealing between or among any persons or entities having any interest in this Agreement, or action taken by any such person or entity, will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person or entity under or by reason of this Agreement.
[Signatures appear on following pages]
In witness whereof, the Parties have executed or caused the execution of this Agreement effective as of the Termination Date.
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COMPANY:
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NCPS:
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Xxxx Gallery LLC
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North Capital Private Securities Corporation
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By: Xxxx Wealth, Inc., its Manager
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By:
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/s/ Xxxxx Xxxxxxxx
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By:
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/s/ Xxxxx X. Down
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Name:
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Xxxxx Xxxxxxxx
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Name:
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Xxxxx X. Xxxx
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Title:
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General Counsel
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Title:
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President and Chief Executive Officer
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