Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on December 20, 2018, Glowpoint, Inc., a Delaware corporation (the “Company”), Glowpoint Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Company Sub”), and SharedLabs, Inc., a Delaware corporation (“SharedLabs”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On April 28, 2019, the Company, the Company Sub and SharedLabs entered into a Mutual Termination Agreement (the “Termination Agreement”), under which the parties agreed, among other things (i) to terminate the Merger Agreement effective as of April 28, 2019, (ii) that the Company and the Company Sub reserve all rights, powers, privileges, claims, defenses and remedies under the Merger Agreement, any documents or certificates delivered in connection therewith, applicable law or otherwise with respect to any claims now existing or hereafter arising out of or related to the Merger Agreement or any documents or certificates delivered in connection therewith; and (iii) that SharedLabs irrevocably and unconditionally releases, waives and forever discharges each of the Company and the Company Sub, and, in each case, each of its officers, directors, employees, agents, and insurers (collectively, “Glowpoint Releasees”), from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, past or present, that SharedLabs has ever had, may now have or may later assert against the Glowpoint Releasees or any of them, whether or not arising out of or related to the matters underlying the Merger Agreement, from the beginning of time to the effective time of the Termination Agreement.
The execution of the Termination Agreement follows the delivery by the Company to SharedLabs of a Notice of Breach and Reservation of Rights, dated April 12, 2019, which provided that SharedLabs was in breach of certain of its agreements and certain of its representations and warranties under the Merger Agreement and that, as a result, the Company was entitled to terminate the Merger Agreement on or before May 12, 2019. SharedLabs has agreed to work with the Company in good faith to reach a resolution with respect to the Company’s rights in connection with the termination of the Merger Agreement, including the payment by SharedLabs of fees and expenses in connection therewith. To the extent it is necessary, the Company expects to utilize available legal remedies in order to pursue the payment by SharedLabs of any such amounts. No early termination penalties were incurred by the Company or the Company Sub in connection with the Termination Agreement.
The foregoing descriptions of the Merger Agreement and the Termination Agreement are not complete and are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 27, 2018, and the full text of the Termination Agreement, which is attached hereto as Exhibit 2.1, each of which is incorporated herein by reference.