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Exhibit 10.2
TERMINATION AGREEMENT
TERMINATION
AGREEMENT (this “ Agreement ”)
is made as of the May 30, 2008, by and among Tekni-Plex, Inc.
(the “ Company ”),
certain holders of Preferred Stock and certain holders of
Common Stock.
W I T N E S S E T H:
WHEREAS , the Company and certain of its stakeholders are
parties to an Amended and Restated Investors’ Agreement dated
as of May 13, 2005 (the “ Investors’
Agreement ”);
WHEREAS , any amendment or termination of the
Investors’ Agreement requires the approval of (i) the Board
of Directors of the Company (the “ Board ”); (ii)
the stockholders holding at least 66 2/3 % of the outstanding
common stock of the Company; and (iii) the stockholders holding at
least a majority of the outstanding Preferred Stock of the Company
(the “ Required Preferred
Stockholders ”);
WHEREAS , the Company and certain of its stakeholders
(including holders of at least a majority of the outstanding
Preferred Stock and the holders of all of the outstanding Common
Stock) have entered into the Restructuring Agreement dated as of
April 11, 2008 (the “ Restructuring Agreement
”);
WHEREAS, as part of the transactions contemplated by the
Restructuring Agreement, the Board has approved the termination of
the Investors’ Agreement and the Board has approved and
adopted this Agreement and the undersigned parties (each a “
Party
”, and collectively the “ Parties ”),
constituting stockholders holding at least 66 2/3% of the
outstanding Common Stock and the Required Preferred Stockholders,
desire to terminate the Investors’ Agreement.
NOW, THEREFORE , in consideration of the premises and
covenants set forth herein and in connection with the Restructuring
(as defined in the Restructuring Agreement) and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, intending to be legally bound hereby, the
Parties agree as follows:
Section
1. Definitions .
Each capitalized term used but not defined herein shall have
the meaning ascribed such term in the Investors’
Agreement.
Section
2. Termination . The
Investors’ Agreement is hereby cancelled and terminated,
shall have no further force and effect and shall be null and
void.
Section
3. Release
. Each Party hereby fully and forever releases and
discharges each other Party from any and all claims, rights,
demands, agreements,
contracts,
covenants, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, damages, judgments,
orders and liabilities of whatever kind or nature in law,
equity or otherwise, now known or unknown, suspected or
unsuspected, whether or not concealed or hidden, matured or
unmatured and whether or not asserted in any litigation which
any Party hereto ever had or now has, relating in any way to
the Investors’ Agreement, including, but not limited to,
any rights triggered in connection with the Restructuring, if
any.
Section
4. Governing Law;
Submission to Jurisdiction . (a) This
Agreement shall be subject to, governed by and construed in
accordance with the internal laws of the State of Delaware,
without giving effect to any conflicts or choice of law
provisions that would make applicable the substantive laws of
any other jurisdiction. Each Party hereby agrees
(1) that this Agreement involves matters in controversy of at
least $100,000 and (2) that this Agreement has been entered
into by the Parties in express reliance upon 6 Del. C. Section
2708.
(b)
Each Party hereby irrevocably and unconditionally agrees (1)
to be subject to the jurisdiction of the courts
of
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