EXHIBIT 10.1
TERMINATION AGREEMENT
This Termination Agreement
(“ Agreement ”) is made as of May 25, 2007
by and among Hythiam,
Inc. , a Delaware corporation (“ Hythiam
”), HCCC Acquisition
Corporation , a Delaware corporation and newly-formed
wholly-owned subsidiary of Buyer (“ Merger Sub
”), and Comprehensive
Care Corporation , a Delaware corporation (“
CompCare ”). Hythiam, Merger Sub and CompCare are
referred to collectively herein as the “ Parties
.” All capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Merger Agreement.
RECITALS:
A.
Hythiam, Merger Sub, and CompCare are parties to that certain
Amended and Restated Agreement and Plan of Merger dated
January 26, 2007 (the “ Merger Agreement
”).
B.
Section 7(a)(i) of the Merger Agreement provides that the
Parties may terminate the Merger Agreement by mutual written
consent at any time prior to the Effective Time.
AGREEMENT:
NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually agree as follows:
1.
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