Accountabilities, Inc. Manalapan, NJ 07726 May 7, 2008
Exhibit
10.1
Accountabilities,
Inc.
000 Xxxxx
0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
May 7,
2008
Xxxxxx
Xxxx
X.X. Xxx
000000
Xxx
Xxxxx, Xxxxxxxxxx 00000
Re: Termination
of Asset Purchase Agreement;
Transfer of Hyperion Energy, Inc.
Common Stock
Dear Xx.
Xxxx:
The
purpose of this letter agreement is to confirm our understanding with respect to
the matters set forth below.
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1.
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Termination of Asset
Purchase Agreement. The Asset Purchase Agreement between
Accountabilities, Inc. (“AI”) and Hyperion Energy, Inc. (“Hyperion”) dated
as of July 26, 2007 (the “Asset Purchase Agreement”) is hereby
terminated.
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2.
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Transfer of Hyperion
Shares. In consideration of AI’s agreement to terminate
the Asset Purchase Agreement, Xxxxxx Xxxx does hereby transfer and assign
to AI, effective as of May 16, 2008, 1,390,000 shares of the outstanding
common stock of Hyperion (the “Shares”). By no later than May
16, 2008, Xxxxxx Xxxx shall deliver certificates representing the Shares
duly executed for transfer together with all of Hyperion’s corporate
records and tax returns.
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3.
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Representations and
Warranties of Xxxx. Xxxx hereby represents and warrants
to AI that:
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(a)
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Hyperion
is a corporation duly organized and validly existing and in good standing
under the laws of the State of
Colorado.
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(b)
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The
Shares represent all of the outstanding shares of Hyperion’s capital stock
as of the date hereof.
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(c)
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The
Shares are duly authorized, validly issued and
non-assessable. Xxxxxx Xxxx has good and marketable title to
the Shares, free of all liens, charges and
encumbrances.
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(d)
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Hyperion
has conducted no business other than entering into the Asset Purchase
Agreement.
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(e)
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Hyperion
has filed all reports that it has been required to file with the
Securities and Exchange Commission and none of such reports contains any
misstatement of a material fact or omits to state a material fact
necessary to make the statements contained therein not
misleading.
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(f)
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There
are no (i) civil, criminal or administrative actions, suits, claims,
hearings, investigations or proceedings pending or, to the knowledge of
Xxxxxx Xxxx, threatened against Hyperion or (ii) obligations or
liabilities, whether or not accrued, contingent or otherwise, or any other
facts or circumstances, that are reasonably likely to result in any claims
against or obligations or liabilities of
it.
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(g)
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Hyperion
has prepared in good faith and duly and timely filed (taking into account
any extension of time within which to file) all Tax Returns (as defined in
the Asset Purchase Agreement) required to be filed by it and all such
filed Tax Returns are complete and accurate in all material respects and:
(i) it has paid all Taxes (as defined in the Asset Purchase Agreement)
that are shown as due on such filed Tax Returns or that it is obligated to
withhold from amounts owing to any employee, creditor or third party,
except with respect to matters contested in good faith; (ii) as of the
date hereof, there are not pending or, to its knowledge of Xxxxxx Xxxx
threatened, any audits, examinations, investigations or other proceedings
in respect of Taxes or Tax matters; and (iii) there are not, to its
knowledge, any unresolved questions or claims concerning its Tax
liability. Hyperion has no liability with respect to
Taxes.
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4.
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Representations and
Warranties of AI. AI hereby represents and warrants to
Xxxx that:
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(a)
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Hyperion
has made available to AI the opportunity to ask questions of, and receive
answers from, the officers of Hyperion concerning Hyperion and its
business. AI acknowledges that it has entered into the
transactions contemplated by this Agreement without being furnished any
prospectus.
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(b)
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The
Shares have been acquired for investment and not with a view to the resale
or distribution of such Shares. Such Shares are being acquired
by AI for its own account, and no other person has a direct or indirect
beneficial interest in such Shares.
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(c)
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AI
understands that the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance on an
exemption for private offerings. AI may have to continue to
bear the economic risk of his investment in the Shares for an indefinite
period.
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5.
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Indemnification. Xxxxxx
Xxxx hereby agrees to indemnify AI, and AI hereby agrees to indemnify
Xxxxxx Xxxx, for any loss, damage or expense incurred as a result of any
breach of its representations and warranties contained in this letter
agreement.
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6.
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Governing Law.
This Agreement shall be governed in all respects by the laws of the State
of Colorado.
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If the
foregoing accurately represents our understanding, please countersign a copy of
this letter agreement in the space provided below.
Very truly yours,
| AccountAbilities, Inc. | |||
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By:
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/s/ Xxxxxxx XxxXxxxxxx | |
| Name: Xxxxxxx XxxXxxxxxx | |||
| Title: Chief Financial Officer | |||
b
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| By: /s/ Xxxxxx Xxxx | |||
| Name: Xxxxxx Xxxx | |||
| Title: President |
