EXHIBIT 4.5
TERMINATION AGREEMENT AND MUTUAL RELEASE
TERMINATION AGREEMENT AND MUTUAL RELEASE dated as of 31 May 2000 by and
among INRISCO B.V. ("Inrisco"), CHARLES LANGEREIS ("Langereis"), JOUKE V.P.J.
BRADA ("Brada"), HENRI B.G. SIJTHOFF ("Sijthoff"), JOLEC TRADING LIMITED
("Jolec"), HUGO HEEREMA ("Heerema"), FOG Investments, Ltd. ("FOG"), EQUATION
VENTURES N.V. ("Equation"), LINARES CAPITAL LIMITED ("Linares"), HEYDAEL B.V.
("Heydael"), FEMIA E. VAN WULFFTEN PALTHE ("Palthe"), LEONARD VAN HULST
("Leonard"), NICOLE E.A.M. AARTS ("Aarts"), FIONA N. VAN HULST ("Fiona"),
VIEWMONT HOLDINGS LIMITED ("Viewmont"), MOANA LAKE FINANCE CORP. ("Moana"),
SORENSEN'S SECURITIES LTD. ("SSL"), HACKEN INVESTMENTS LIMITED ("Hacken") and
GLOBAL INFORMATION GROUP USA, INC., a Delaware corporation ("GIG").
BACKGROUND
A. Inrisco and GIG entered into an agreement dated May 14, 1998 (the
"Letter Agreement") whereby Inrisco purchased one hundred (100) shares of GIG,
constituting 10% of the issued and outstanding capital stock of GIG.
B. The Letter Agreement contains clauses affording certain minority
shareholder protections to Inrisco and to co-investors and to their respective
successors and assigns.
C. On or about 24 November 1998, Inrisco entered into a transaction
whereby it sold, transferred and assigned its entire holding of one hundred
(100) GIG shares, distributed as follows: forty-five (45) GIG shares to
Sijthoff, forty-five (45) GIG shares to Langereis and ten (10) GIG shares to
Brada (the "Inrisco Sale").
D. Inrisco and GIG now desire to terminate the Letter Agreement.
E. Sijthoff, Langereis and Brada concur that the Letter Agreement and
the protections therein afforded Inrisco and its successors and assigns have
terminated, are of no further force and effect and do not and will not inure to
the benefit of Sijthoff, Langereis and/or Brada.
F. Jolec, Heerema, FOG, Equation, Linares, Palthe, Leonard, Aarts,
Fiona, Viewmont, Moana, SSL, Heydael and Hacken also concur that the Letter
Agreement and the protections therein, if any, afforded Inrisco, co-investors
and their respective successors and assigns have terminated, are of no further
force and effect and do not and will not inure to their benefit, individually or
collectively.
NOW, THEREFORE, intending to be legally bound, and in consideration of
the Background set forth above, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Termination
(a) Inrisco and GIG for themselves, their successors and
assigns hereby acknowledge and agree that the Letter Agreement and its terms and
conditions thereof, including, without limitation, Clauses 3, 4, 6 and 7, are
terminated and have no further force and effect.
(b) Sijthoff, Langereis and Brada, for themselves, their
heirs, executors, administrators, personal representatives, agents, successors
and assigns hereby acknowledge and agree that the protections afforded them
under the Letter Agreement, if any, are of no further force and effect, are
deemed null and void and may not and will not be invoked by Sijthoff, Langereis
or Brada in furtherance of any rights or benefits which may have inured to them
thereunder.
(c) Jolec, Heerema, FOG, Equation, Linares, Palthe, Leonard,
Aarts, Fiona, Viewmont, Moana, SSL, Heydael and Hacken, for themselves and, in
the case of individuals their heirs, executors, administrators, personal
representatives, successors and assigns and, in the case of entities, their
successors and assigns, hereby acknowledge and agree that the protections
afforded them under the Letter Agreement, if any, are of no further force and
effect, are deemed null and void and may not and will not be invoked by Jolec,
Heerema, FOG, Equation, Linares, Palthe, Leonard, Aarts, Fiona, Viewmont, Moana,
SSL and/or Hacken in furtherance of any rights or benefits which may have inured
to them thereunder.
2. Mutual Release. Each of the parties hereto for him, her or itself
and its, his or her heirs, executors, administrators, personal representatives,
successors and assigns hereby releases, remises and forever discharges each
other party hereto (and the heirs, executors, administrators, personal
representatives, successors, assigns, subsidiaries, shareholders, officers,
directors, employees and agents of each other party hereto) from any and all
actions, causes of action, claims, demands, rights, suits, accountings, debts,
dues, accounts, bonds, covenants, contracts, agreements, duties and obligations
of whatsoever kind or nature, known or unknown, whether at law or equity, by
reason of any matter or thing whatsoever from the beginning of the world to the
date of this agreement relating to or arising from the Letter Agreement and/or
any other document or agreement (written or oral) entered into in connection
therewith (collectively, "Claims") which any party has, had or may have against
any other party hereto. Notwithstanding any provisions of this agreement or to
the contrary in the prior sentence, no party hereto is releasing any other party
from such party's obligations under this agreement and/or any and all agreements
executed in connection herewith, including, without limitation, the Agreement of
Stock Exchange, if applicable.
3. Mutual Indemnification. Each party will hold each other party
harmless from and will indemnify each other party for all expenses, costs and
reasonable attorney's fees which each may suffer or incur by reason of the
breach of any party hereto of the provisions hereof, which shall be construed in
accordance with the substantive laws of the State of Delaware without regard to
the principles of conflict of laws. Each party hereto consents to the
jurisdiction of the Courts of Delaware and to service of process by certified
mail, return receipt requested, postage prepaid.
4. Advice of Counsel. Each party represents that it, he or she, as
applicable, has read this Termination Agreement and Mutual Release and has
received the advice of counsel with respect thereto.
5. Miscellaneous. This agreement constitutes the entire agreement of
the parties to this agreement with respect to the subject matter hereof and
thereof and supersedes all prior agreements and undertakings, both written and
oral, with respect to the subject matter hereof and thereof. Any changes to this
agreement must be in writing and signed by the parties. The provisions of this
agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, legal representatives and heirs. This
agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and to this
agreement were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Termination
Agreement and Mutual Release as of the date first above written.
INRISCO B.V. GLOBAL INFORMATION GROUP USA, INC.
/s/H.B.G. Sijthoff, Director /s/Anthony E. Mohr, President
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/s/Jouke V.P.J. Brada /s/Charles Langereis
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JOUKE V.P.J. BRADA CHARLES LANGEREIS
/s/Henri B.G. Sijthoff /s/Hugo Heerema
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HENRI B.G. SIJTHOFF HUGO HEEREMA
JOLEC TRADING LIMITED FOG INVESTMENTS, LTD.
By: Intertrust (Curacao) N.V.
/s/Anthony E. Mohr as power-of-attorney for FOG
/s/Gregory Elias, Managing Director Investments Ltd.
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VIEWMONT HOLDINGS LIMITED EQUATION VENTURES N.V.
By: Intertrust (Curacao) N.V. By: Intertrust (Curacao) N.V.
/s/Gregory Elias, Managing Director /s/Gregory Elias, Managing Director
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LINARES CAPITAL LIMITED HEYDAEL B.V.
By: Intertrust (Curacao) N.V.
/s/Gregory Elias, Managing Director By:/s/Hendrik Smit, Director
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MOANA LAKE FINANCING CORP. SORENSEN'S SECURITIES LTD.
By: Intertrust (Curacao) N.V. By: Intertrust (Curacao) N.V.
/s/Gregory Elias, Managing Director /s/Gregory Elias, Managing Director
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HACKEN INVESTMENTS LIMITED
By:/s/Benno P. Hafner, power-of-attorney /s/Philip L. van Wijngaarden, power-of-attorney
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NICOLE E.A.M. AARTS
/s/Philip L. van Wijngaarden, power-of-attorney /s/Philip L. van Wijngaarden, power-of-attorney
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FIONA N. VAN HULST FEMIA E. VAN WULFFTEN PALTHE