SHAREHOLDER AGREEMENT
TERMINATION AGREEMENT
This Shareholder
Agreement Termination Agreement (this “Termination
Agreement”) is made as of December 23, 2005 by and
between IRWIN COMMERCIAL FINANCE CANADA CORPORATION (the
“Company”) and IRWIN INTERNATIONAL CORPORATION
(“IIC”, and together with the Company, the
“Parties” and each a “Party”).
WHEREAS, on
November 1, 2002, the Parties and Onset Holdings, Inc.
(“OHI”) entered into that certain Shareholder Agreement
(the “Shareholder Agreement”);
WHEREAS, OHI is no
longer an owner of capital stock of the Company; and
WHEREAS, the
Parties desire to terminate the Shareholder Agreement immediately
following IIC’s purchase of all of the common stock of the
Company owned by Onset Holdings Inc. (the “Stock
Purchase”), pursuant to the terms and conditions of this
Termination Agreement;
NOW, THEREFORE, in
consideration of the above and the mutual covenants set forth in
this Termination Agreement and other valuable consideration
received by the Parties, the Parties agree as follows.
1.
Termination . Immediately following the Stock Purchase, the
Shareholder Agreement shall immediately terminate and thereafter
the Parties shall have no further rights or obligations in
connection therewith.
2.
Release . Each Party and, if applicable, its respective
directors, officers, employees, affiliates, parent organizations,
subsidiaries, predecessors in interest, successors in interest,
agents, and assigns, hereby releases the other Parties and, if
applicable, its respective directors, o
