ex10-23.htm


     

     

     

    
 

    Exhibit
10.23

    


    


    FIFTH
AMENDMENT

    TO THE
ASSET PURCHASE AGREEMENT

    


    Dated May
15, 2009

    


    


    among

    


    RCLC,
Inc. (formally known as RONSON CORPORATION),

    a New
Jersey corporation,

    


    and

    


    RONSON
AVIATION, INC.,

    a New
Jersey corporation,

    


    SELLER,

    


    


    HAWTHORNE
TTN HOLDINGS, LLC

    a
Delaware Limited Liability Company,

    


    BUYER.

    


    


    


    


    Sale by
RCLC, Inc. (formally known as Ronson Corporation) of

    Certain  of
the Assets and

    the
Business of its Wholly Owned Subsidiary,

    Ronson
Aviation, Inc. to

    


    


    Hawthorne
TTN Holdings, LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    WHEREAS, RCLC, Inc. (formally known as
RONSON CORPORATION), a New Jersey corporation (“Parent”), and RONSON AVIATION,
INC., a New Jersey Corporation (“Aviation”) (Parent and Aviation hereinafter
referred to together as “Seller”), and Hawthorne TTN Holdings, LLC, a Delaware
limited liability company (“Buyer”) entered into that certain ASSET PURCHASE
AGREEMENT (“APA”) dated May 15, 2009; and

    


    WHEREAS, Seller and Buyer entered into
the First Amendment to the Asset Purchase Agreement on or about October 15, 2009
extending the Closing Date to on or before December 31, 2009; and

    


    WHEREAS, Seller and Buyer entered into
the Second Amendment of the Asset Purchase Agreement extending the Closing date
to March 5, 2010; and

    


    WHEREAS, Seller and Buyer entered into
the Third Amendment of the Asset Purchase Agreement extending the Closing Date
to March 26, 2010; and

    


    WHEREAS, Seller and Buyer entered into
the Fourth Amendment of the Asset Purchase Agreement, which among other things,
extended the Closing Date to March 31, 2010; and

    


    WHEREAS, Sell and Buyer wish to further
extend the closing date to April 14, 2010; and

    


    NOW THEREFORE, the parties hereby agree
as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      3 of the APA is amended to provide that the Closing Date shall be on or
      before April 14, 2010.

            


    

    


    
      	
               
      

            	
              2.

            	
              Section
      19 of the APA is amended to eliminate the provision that Seller shall
      reimburse Buyer a sum not to exceed $150,000 for its actual accounting,
      environmental and legal fees if Seller terminates the APA pursuant to that
      provision.

            


    

    


    IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement the day and year first above
written.

    


    
      	 
      	 
      	
              RCLC,
      Inc. (formally known as RONSON

            
	 
      	 
      	
              CORPORATION)

            
	 
      	 
      	 
      
	 
      	
              BY:

            	
               /s/ Joel Getzler

            
	 
      	 
      	
              Joel
      Getzler

            
	 
      	 
      	
              Chief
      Reconstruction Officer

            


    

    Dated:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              RONSON
      AVIATION, INC.

            
	 
      	 
      	 
      
	 
      	
              BY:

            	
              /s/ Joel Getzler

            
	 
      	 
      	
              Joel
      Getzler

            
	 
      	 
      	
              Chief
      Reconstruction Officer

            
	
              Dated:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              HAWTHORNE
      TTN HOLDINGS, LLC

            
	 
      	 
      	 
      
	 
      	
              BY:

            	
              /s/ Steven Levesque

            
	 
      	 
      	
              Steven
      Levesque

            
	 
      	 
      	
              President,
      Hawthorne Corp.,

            
	 
      	 
      	
              Managing
      Member

            
	
              Dated: