TRUST TERMINATION AGREEMENT
This Trust Termination Agreement, dated and effective as of the day of
_.2016 (“Agreement”), is entered into by and among:
(LD. Gi (1, Gi) C1. (iv) (1. (¥) [_], and (vi) (__] (together, the “Beneficial Owners”)
and
(vii) Dumarchal Nominee Limited, a company incorporated and operating as a BVI Business
Company under the laws of the British Virgen Islands, with a place of business at [***], hereby
represented by its legal representative (the “Trustee”.
The Beneficial Owners and the Trustee are also referred to hi
“Parties”,
as “Party” and jointly as
WHEREAS, on [22 December 2009]. the Parties entered into a trust agreement (“Trust”) based
on which the Trustee agreed to act as trustee of the Beneficial Owners in respect to all the
property interests of the Beneficial Owners in Fipar Assets Ltd. (“Trust Property”). a company
incorporated and operating as a BVI Business Company under the laws of the British Virgen
Islands, with a registered office at Skelton Building, Main Street, Road Town, Tortola, British
Virgen Islands (“Fipar”)
WHEREAS, on 1 February 1996, the Beneficial Owners decided to spin-off the business
interests of {__] from the business interests of |_] (*Spin-off") however, due to a failure to
timely inform the Trustee regarding the Spin-off, such change in the beneficial ownership of the
Trust Property was updated to the Trust; and
WHEREAS. the Parties hereto have mutually agreed to terminate the Trust pursuant to the terms
thereof.
NOW. THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the Parties hereby agree as follows:
1. Termination, The Parties hereby agree to terminate the Trust with immediate effects. As a
result, neither Party shall have any further obligations thereunder or with respect thereto, except
as specifically set forth herein (“Termination”).
2, Transfer of Trust Property, As a result of the Termination and considering the Spin-off.
the Parties hereby agree that all property interests in Fipar Assets Ltd, held in trust by the
Trustee, along with any rights and benefits thereunder or with respect thereto, shall be assigned.
transferred and distributed by the Trustee as followsName Number of Shares
a Ll
3. Transfer Forms, Based on the provisions of Section 2 above, the Trustee shall execute
and deliver to the Beneficial Owners, on the date hereof, the instruments of transfer of shares
attached hereto as Exhibits A to D (“Share Transfer instruments”), Notwithstanding the
execution of the Share Transfer Instruments, the Trustee hereby agrees to take any other action
that may be necessary or desirable, at the convenience of the Beneficial Owners, to implement
the distribution of the Trust Property based on the provisions of Section 2 above and to terminate
the Trus
4. Appointment of Directors and Officers. The Trustee shall execute and deliver to the
Beneficial Owners, on the date hereof, the written resolution of sole shareholder attached hereto
as Exhibit E, in order to revoke the appointment of the current Director(s) and Officer(s) of Fipar
and replace them with [__].
5. Revocation of Power of Attomey. The Trustee hereby represents to the Beneficial
Owners that prior to the execution of this Agreement the director(s) of Fipar has/have been
instructed by the Trustee. acting as legal owner of the shares of Fipar. to revoke the power of
attorney granted on the 5" day of October, 1992 to the Beneficial Owners, as well as to revoke
any enduring power of attomey granted by Fipar to any individual or entity.
6. Applicable Law and Disputes. This Agreement shall be govemed by and construed in
accordance with English Laws, without regard to conflicts of law principles. All disputes arising
out of of in connection with this Agreement shall be submitted to the International Court of
Arbitration of the International Chamber of Commerce and shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said rules. The arbitration shall be conducted in the English
language and in London, England.
7. Assignments, The Parties shall not have the right to assign its rights and interest with
respect to or arising from this Agreement to any third party without the previous written approval
of the other Party.
8. Amendments _and Waivers. No amendment to this Agreement shall be effective unless
made in writing and signed by the Parties. None of the provisions of this Agreement shall be
considered waived by any Party unless if such waiver is given in writingSeverability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
10, Confidentiality. Neither Party shell, without the prior written agreement of the other
Parties or except as may be necessary to enable such Party to perform its obligations hereunder,
disclose to, place at the disposal of or enable any third party to aecess any information obtained
from the other Parties in aecordance with or as a result of this Agreement.
I. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
hereto with respect to its subject matter and supersedes all prior negotiations, representations or
agreements, whether oral or in writing
12. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
[Signatures]