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Exhibit 10.2
[FORM OF TRANSFERRED
STOCK LETTER]
April 30, 2008
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Re: Asset Purchase Agreement by and among Grand Avenue
Incorporated, Assad Iron & Metals, Inc., Heidelberg Metals,
Inc., Neville Recycling LLC, Platt Properties LLC, and
Metalico Neville, Inc. |
Dear
:
We refer
to that certain Asset Purchase Agreement dated as of April
, 2008 (the “Purchase
Agreement”) by and among Grand Avenue Incorporated, Assad
Iron & Metals, Inc., Heidelberg Metals, Inc., Neville Recycling
LLC and Platt Properties LLC (collectively, “Seller”),
and Metalico Neville, Inc. (“Buyer”). Capitalized terms
used in this letter agreement (this “Letter”) and not
otherwise defined have the meanings attributed to them in the
Purchase Agreement.
Under the
terms of §2.1(c) of the Purchase Agreement, Metalico, Inc., as
parent of Buyer (“Metalico”), has agreed to deliver
part or all of the Transferred Shares to you as a component of the
Purchase Price.
In
consideration of Seller entering into the Purchase Agreement and
other good and valuable consideration the sufficiency of which is
hereby acknowledged, and in order to provide for an orderly
liquidation of the Transferred Shares via the public trading
markets under the circumstances set forth herein, you and Metalico
hereby agree as follows:
1. On
or before the date occurring six months after the Closing Date (the
“Opening Sales Date”), the Transferred Shares shall be
deposited in an appropriate accoun
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