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Exhibit 4.2
TERMINATION
AGREEMENT
This T
ERMINATION A GREEMENT (this
“ Termination Agreement ”), dated as of
April 8, 2008 (the “ Effective Date ”), is
made and entered into by and between Iomega Corporation, a Delaware
corporation (the “ Company ”), and American
Stock Transfer & Trust Co., as rights agent (the “
Rights Agent ”). Capitalized terms not otherwise
defined in this Termination Agreement shall have the meaning
ascribed to such terms in the Rights Agreement (as defined
below).
W
HEREAS , the Company and the Rights Agent
previously entered into that certain Rights Agreement, dated as of
July 29, 1999 (the “ Rights Agreement
”);
W
HEREAS , in connection with the execution and
delivery of that certain Share Purchase Agreement, dated as of
December 12, 2007 (the “ Purchase Agreement
”), by and among the Company, Great Wall Technology Company
Limited, a PRC company, ExcelStor Group Limited, a Cayman Islands
company, ExcelStor Holdings Limited, a British Virgin Islands
company, ExcelStor Great Wall Technology Limited, a Cayman Islands
company, and Shenzhen ExcelStor Technology Limited, a PRC company,
the Company and the Rights Agent entered into that certain First
Amendment to Rights Agreement, dated as of December 12, 2007
(the “ Amendment ”);
W
HEREAS , Section 7 of the Amendment
provides that the Amendment shall terminate and be of no further
force or effect in the event of the termination of the Purchase
Agreement for any reason; and
W
HEREAS , the Purchase Agreement has been
terminated by the Company, effective as of the Effective Date, and
the Company likewise desires to confirm the termination of the
Amendment in accordance with Section 7 of the Amendment,
effective as of the Effective Date.
N OW , T
HEREFORE , in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree as
follows:
1. Termination .
Effective as of the Effective Date, the Amendment is hereby
terminated in its entirety pur
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