50 of the Top 250 law firms use our Products every day
This Termination
Agreement (this “
Agreement ”) is entered into as of the 30th day of
December, 2005 by and between Sterling Construction Company, Inc.
(the “ Company ”) on the one hand and each of
the holders of certain subordinated promissory notes issued by the
Company dated November 13, 2004 and/or December 22, 2004
(each a “ Note ” and collectively the “
Notes ”) whose names appear on the signature page of
this Agreement under the heading “Noteholders” (the
“ Noteholders ”) on the other hand.
On
December 27, 2005 the Company and the Noteholders entered into
that certain Note Prepayment Agreement providing, among other
things, for the prepayment of the Notes at the option of the
Company partly in shares of the Company’s common stock.
Subsequently the Company has discovered that the Note Prepayment
Agreement presents an obstacle under Nasdaq Stock Market rules to
the Company’s efforts to list its common stock for trading on
the Nasdaq National Market. In order to remove that obstacle, the
Company has determined that it will not at any time exercise the
option described in the Note Prepayment Agreement. Accordingly, the
Company and the Noteholders wish to terminate the Note Prepayment
Agreement.
Therefore, for and in consideration of the foregoing recitals, the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
|
1.
|
|
Termination . The Note Prepayment Agreement is
hereby terminated in all respects effective on the date hereof and
shall be null and void and of no further force or
effect.
|
|
|
|
|
|
2.
|
|
The Notes . The Notes shall continue in full
force and effect as originally written as if the Note Prepayment
Agreement had never been entered into by the parties.
|
|
|
|
|
|
3.
|
|
Miscellaneous
.
|
|
|
(a)
|
|
This Agreement sets forth the
f
|
|
