Exhibit 10.131
TERMINATION AGREEMENT
This
TERMINATION AGREEMENT, dated as of September 13, 2006 (this
“ Agreement ”), is entered into by and between
Halo Technology Holdings, Inc., formerly Warp Technology Holdings,
Inc., a Nevada corporation (“ Parent ”), UCA
Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (“ Merger Sub ”) and Unify
Corporation, a Delaware corporation (the “ Company
”). Parent, Merger Sub and the Company are separately
referred to herein as a “ Party, ” and
collectively referred to herein as the “ Parties
.”
WHEREAS, on March 14, 2006 the Parties
entered into that certain Agreement and Plan of Merger (as amended
by (i) that certain Amendment No. 1 to the Merger
Agreement among the Parties dated May 24, 2006, and (ii) that
certain Amendment No. 2 to the Merger Agreement among the
Parties dated July 5, 2006, the “ Merger
Agreement ”);
WHEREAS, the respective Boards of Directors of
Parent, Merger Sub and the Company have determined that the merger
of Merger Sub with and into the Company (the “ Merger
”) pursuant to the Merger Agreement, and the other
transactions contemplated by the Merger Agreement, are no longer
consistent with, and in furtherance of, their respective business
strategies and goals;
WHEREAS, the Parties desire to terminate the
Merger Agreement and each of the Parties desires to release the
other Parties of their respective obligations, rights, covenants,
and agreements under the Merger Agreement and in connection with
the Merger and such other contemplated transactions, under the
terms and conditions hereof;
WHEREAS, each of such respective Boards of
Directors of Parent, Merger Sub and the Company have determined by
a vote of at least a majority of the members of its entire Board of
Directors to terminate the Merger Agreement by mutual
consent;
NOW,
THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and
intending to be legally bound hereby, the Parties agree as
follows:
1. Termination . Pursuant to Section 8.1(a) of the Merger
Agreement, the Parent, the Merger Sub and the Company hereby
mutually consent to the termination of the Merger Agreement. The
Merger Agreement is hereby void and there shall be no liability or
obligation thereunder on the part of the Parties or their
respective affiliates, officers, directors or stockholders, except
for the liability to pay expenses set forth in
Section 3.
2. Release and Waiver .
(a ) Each of the Releasers hereby waives and releases
any right to initiate or prosecute or participate in the initiating
or prosecuting of any and all Claims against or with respect to any
of the of the Releasees, including, without limitation, any and all
Claims arising out of or concerning in any way the Merger
Agreement, any transactions contemplated therein, and any
Party’s securities, whether or not any of such Claims are now
existing or hereafter arising.
(b ) Each of the Releasers hereby releases and
forever discharges all Releasees of and from any and all manner of
Claims which the Releaser now has or may hereafter have against any
Releasee arising out of or concerning in any way the Merger
Agreement, any transactions contemplated therein, and any
Party’s securities.
(c ) The release and waiver provided for in this
Section 2 (this “ Release ”) is intended by
the Releaser to be as broad as the law allows and is intended
specifically to be a compromise and release generally of all
released Claims of the Releaser against all Releasees, arising out
of or concerning in any way the Merger Agreement, any transactions
contemplated therein, and any Party’s securities.
(d ) Each of the Releasers hereby specifically waives
any purported right to challenge the validity or seek rescission
of, or to vitiate, this Release on the ground that any information
was kept concealed from the Releaser by any of the Releasees, and
each of the Releasers agrees that no remedy shall be available for
any such alleged non-disclosure, and that the right to rescind this
Release on any such grounds is hereby expressly waived. Each of the
Releasers specifically acknowledges that they might hereafter
discover facts in addition to or different from those which they
now know or believe to be true with respect to the subject matter
of the Claims released, but nonetheless Releaser shall be deemed to
have fully, finally, and forever settled and released any and all
Claims whether known or unknown, suspected or unsuspected,
contingent or non-con
