Exhibit 10.2
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.
1
(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
