PartialSettlementandConversionAgreement部分转让条约doc.docx

1、PartialSettlementandConversionAgreement部分转让条约docPartial Settlement and Conversion Agreement部分转让协议 - PARTIAL SETTLEMENT AND CONVERSION AGREEMENTThis Partial Settlement and Conversion Agreement (the Agreement ) is entered into as of _(M/D/Y), between BBB Corporation, a _(Placename) corporation ( Conco

2、rde ), and AAA, Inc., a _(Placename) corporation ( Search ).WITNESSETHWHEREAS, Search and Concorde are parties to that certain letter agreement dated _(M/D/Y) (the Letter Agreement ) a copy of which is attached hereto as Exhibit B WHEREAS, Search has agreed to compensate Concorde pursuant to the Let

3、ter Agreement for services rendered as its financial advisor on matters related to a business combination, acquisition or merger (as defined therein, a Transaction ), (i) an amount equal to two percent (_%) of the total value attributable to a Transaction (the Transaction Fee ) (ii) $,_ per month pa

4、id monthly in advance on the 10th of each month (effective _(M/D/Y) (the Retainer ), and (iii) two (2) warrants, each for the purchase of _ shares of common stock of Search, on the terms and with such registration rights as set forth in the Compensation Schedule to the Letter Agreement (the Warrants

5、 WHEREAS, Search has previously entered into that certain Agreement and Plan of Merger dated _(M/D/Y), as amended on _(M/D/Y) ( as amended, the Merger Agreement ) by and among Search, CCC Corporation, a _(Placename) corporation ( Harken ), and Search Acquisition Corp., a _(Placename) corporation;WHE

6、REAS, Search and Concorde desire to enter into this agreement in order to facilitate the Transactions contemplated by the Merger Agreement;NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the receipt and adequacy of which are hereby acknowledged, the pa

7、rties hereby agree as follows:1. In consideration of full settlement of the Transaction Fee and partial settlement of the Retainer due under the Letter Agreement, Concorde shall be entitled to receive from Search an amount equal to $,_.2. Searchs obligation to pay the amount set forth in Section 1 a

8、bove shall be evidenced and payable in accordance with an unsecured, non-interest bearing promissory note, substantially in the form and substance of Exhibit A attached hereto (the Promissory Note ).3. Pursuant to Section 1.07 of the Merger Agreement, at the Effective Time, the obligations evidenced

9、 by the Promissory Note shall be converted automatically into and shall thereafter only represent the right to receive and shall be exchangeable for shares of common stock, $,_ par value per share, of Harken (the Harken Common Stock ). In addition, upon the conversion of the Promissory Note, the hol

10、der of the Promissory Note shall be entitled to receive from Harken, under certain conditions, additional shares of Harken Common Stock as provided in Sections 1.07 and 1.10 of the Merger Agreement.4. Upon the conversion of the Promissory Note as provided in Section 3 above, Search shall be released

11、 from all obligations under the Letter Agreement including without limitation the payment of the Transaction fee under the Letter Agreement and the Promissory Note, as well as the payment of any Retainer or portion thereof which has not been paid by Search to Concorde at the time of such conversion;

12、 provided, however, this Agreement is not intended to and shall not be deemed as a release of the obligation of Search to indemnify Concorde against certain events.5. The parties hereto do hereby stipulate and agree that any and all obligations under the Letter Agreement of Search to issue to Concor

13、de the warrants have been fulfilled and complied with and Concorde does hereby release Search from any further obligation for any further obligations with regard to the Warrants.6. This Agreement and the Promissory Note hereto are expressly conditioned upon the consummation of the transactions conte

14、mplated by the Merger Agreement and the occurrence of the Effective Time, and the failure to consummate the Merger ( as defined therein) in accordance with the Merger Agreement shall render this Agreement and the Promissory Note void and shall release the parties hereto and thereto of any and all ob

15、ligations hereunder and thereunder, and in such event the terms and provisions of the Letter Agreement shall remain and continue in full force and effect.7. The rights and obligations under this Agreement shall be binding upon and inure to the benefit of Search and Concorde and their respective succ

16、essors and assigns.8. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior discussions and undertakings.9. This Agreement shall be governed by the laws of the State of Texas as to all matters, including but not limi

17、ted to, matters of validity, construction, effect, performance, and remedies.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.AAA, INC. BBB CORPORATIONBy: _ By: _Name: _ Name: _Title: _ Title: _Participation Agreement参股协议 - 3.1 Survival;

18、Termination.3.1(a) All representations and warranties in this Agreement shall survive the Closing. Any investigation or other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in an

19、y way affect the representations and warranties in this Agreement, and the parties may rely on the representations and warranties in this Agreement irrespective of any information obtained by them by any investigation, examination or otherwise.3.1(b) The covenants contained in Sections 1.1(a), 1.1(b

20、), 1.1(e), 1.1(f), 1.1(g), 1.1(h) and 1.1(i) (but not any liability for any breach thereof) shall terminate at the Effective Time. All other covenants contained in this Agreement shall survive the Merger.3.1(c) This Agreement shall terminate in all respects upon termination of the Merger Agreement (

21、but not any liability for any breach hereof).3.2 Specific Performance. Each of the parties to this Agreement hereby acknowledges that the other party will have no adequate remedy at law if it fails to perform any of its obligations under this Agreement. In such event, each of the parties agrees that

22、 the other party shall have the right, in addition to any other rights it may have (whether at law or in equity), to specific performance of this Agreement.3.3 Further Assurances. If at any time after the Effective Time, AAA shall consider it advisable that any further conveyance, agreements, docume

23、nts, instruments and assurances of law or any other things are necessary or desirable to vest, perfect, confirm or record the title to any property, rights, privileges, powers and franchises of Individual, the officers of Individual last in office and such other persons, if any, as the Board of Dire

24、ctors of Individual last in office may authorize shall execute and deliver, upon AAAs request, any and all proper conveyances, agreements, documents, instruments and assurances of law, and do all things necessary or proper to vest, perfect, confirm or record title to such property, rights, privilege

25、s, powers and franchises in AAA and otherwise to carry out the provisions of this Agreement.3.4 Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the

26、parties hereto. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties hereto, their permitted successors or assigns, and their respective stockholders any rights or remedies under or by reason of

27、 this Agreement or any transaction contemplated hereby.3.5 Entire Agreement. This Agreement and the Merger Agreement (together with the Exhibits, the AAA Disclosure Schedule, the Individual Disclosure Schedule and the other documents delivered pursuant thereto) constitute the entire agreement betwee

28、n the parties and supersede all prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.3.6 Amendment or Modification. At any time before or after the adoption of the Agreement by the stockholders of Individual or the

29、 approval of the proposals contained in the Proxy Statement by the stockholders of AAA and Individual, this Agreement may be amended or supplemented by additional agreements, articles or certificates, in writing, as may be determined by the parties hereto to be necessary, desirable or expedient to f

30、urther the purposes of this Agreement, or to clarify the intention of the parties hereto, or to add to or to modify the covenants, terms or conditions hereof or to effect or facilitate any governmental approval or acceptance of the Merger or of this Agreement or to effect or facilitate the filing or

31、 recording of the Agreement or the consummation of any of the transactions contemplated hereby or thereby.3.7 No Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to

32、 affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non- compliance.3.8 Assignability. This Agreement shall not be assignable by the Major Stockholder, on the one hand, or AAA,