ex10-1.htm


     

     

    
 

    Exhibit
10.1

    


    


    SXITH
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, Seller and Buyer entered into
the Fifth Amendment of the Asset Purchase Agreement, which among other things,
extended the Closing Date to April 14, 2010; and

    


    WHEREAS, Seller and Buyer wish to
further extend the closing date to April 30, 2010; and

    


    WHEREAS, Seller and Buyer wish to amend
Section 6(l) concerning Exclusivity and Section 19 concerning
Termination;

    


    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 30, 2010.

            


    

    


    
      	
               
      

            	
              2.

            	
              Section
      6(l) is amended to provide that Seller is entitled to offer, subject to
      Buyer’s rights under the APA, to sell to a third party the assets or
      business of Aviation during the term of this extension.  Seller,
      however, cannot enter into an

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    agreement
with such third party until after April 30, 2010 or such later date that the
parties may agree to by way of a further amendment to the APA (hereinafter the
“Extension Date”).

    


    
      	
               
      

            	
              3.

            	
              Section
      19 of the APA is amended to eliminate the obligation of the Seller and/or
      the Parent to pay to the Buyer the sum of $400,000 as a termination fee in
      the event Seller and/or Parent enter into an agreement to sell the assets
      of Aviation to a third party after the Extension Date, provided Seller
      does not terminate the APA prior to the Extension
  Date.

            


    

    


    
      	
               
      

            	
              4.

            	
              In
      all other respects, the APA and the prior five Amendments thereto shall
      remain in full force and effect.

            


    

    


    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: