THIS AGREEMENT made as of between , of (the "Buying Shareholder") and , of (the "Selling Shareholder") (collectively the "Shareholders") and

,a corporation incorporated under the laws of the State of , with its principal place of business at (the “Corporation”). WHEREAS the Shareholders and the Corporation entered into a Shareholders Agreement dated as of (the “Shareholders Agreement”); AND WHEREAS pursuant to a Share Purchase Agreement dated concurrently with this Agreement (the “Share Purchase Agreement”) between Buying Shareholder and the Selling Shareholder, the Selling Shareholder transferred his shares held in the Corporation to the Buying Shareholder upon and subject to the terms and conditions thereof; AND WHEREAS the parties wish to terminate the Shareholders Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties herein contained, and for other good and valuable consideration (the receipt of which is hereby acknowledged), the parties hereby agree as follows: 1. The parties hereto hereby remise, release and forever discharge one another of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims and demands whatsoever which the undersigned as officers, directors, shareholders, creditors or employees of the Corporation or otherwise now have or hereafter can, shall or may have for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing at any time up to the date hereof and, in particular, without in any way limiting the generality of the foregoing, for or by reason of or in any way arising out of (i) any and all claims for moneys advanced, salary, wages, bonus, expenses, retirement or pension allowances, director’s fees, participation in profits or earnings or other remuneration whether authorized or provided for by law, resolution, contract or otherwise, and (ii) the Shareholders Agreement. Notwithstanding paragraph 1 above, nothing in this Agreement shall operate or be construed or interpreted as releasing or discharging any party hereto from any obligation of such party under the Share Purchase Agreement, and the Share Purchase Agreement shall remain in full force and effect, unaffected by this Agreement. The Shareholders Agreement is hereby terminated. The provisions hereof shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


3. 4.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

Page 2 Witness


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