Exhibit 2.6
TERMINATION AND RELEASE AGREEMENT
THIS
TERMINATION
AND RELEASE
AGREEMENT is made and entered into as of
________, 2007 (this
"Agreement"),
by and among (i) DGSE
Companies,
Inc., a
Nevada corporation
(together
with its successors and permitted assigns,
"Parent"), (ii)
DGSE Merger Corp., a Delaware corporation and a direct
wholly-owned
subsidiary of Parent
(together with its
successors and permitted
assigns, "Merger
Sub"), (iii) Superior Galleries, Inc., a Delaware corporation
(f/k/a Tangible Asset Galleries, Inc., a Nevada corporation)
(together with its
predecessors and
successors,
the "Company" or "Superior"), (iv) Stanford
International Bank
Ltd., a company
organized under the laws of Antigua and
Barbuda (together with
its successors,
"SIBL"), (v) Stanford
Financial Group
Company, a
corporation
organized under the laws of the State of Florida
(together with its
successors,
"SFG"), and (vi) Stanford Venture Capital
Holdings, Inc., a
corporation organized under the laws of the State of Delaware
(together with its
successors,
"SVCH", and, together with SIBL and SFG,
the
"Stanford Parties").
Capitalized
terms used but not
defined herein shall have
the respective
meanings ascribed
thereto in that
certain Amended and Restated
Agreement and Plan of
Merger and
Reorganization, made
and entered into as
of
January 6, 2007 (the
"Merger Agreement"),
by and among
Parent, Merger Sub,
Superior, and the stockholder agent.
R E C I T A L S
---------------
WHEREAS, the
respective Boards of Directors of Parent, Merger Sub and the
Company have approved and declared advisable the Merger Agreement
and the merger
of Merger Sub with and into the Company (the "Merger"), with the Company being
the surviving corporation;
WHEREAS, SIBL is a key
stockholder of Superior, SFG is the primary lender
to Superior, and SVCH is a consultant to Superior;
WHEREAS, Parent
has requested various Parties to terminate various
Contracts in place
among various of them
and Superior as a condition to Parent
consummating the Merger; and
WHEREAS, each Stanford
Party desires to execute and deliver this Agreement
to induce Parent and Merger Sub to consummate the Merger and the other
Transactions; and
WHEREAS, the
execution and delivery of this Agreement by the Stanford
Parties and the
Company is a condition precedent to Parent and Merger Sub
consummating the Merger and the other Transactions.
A G R E E M E N T
-----------------
NOW,
THEREFORE,
in consideration of the foregoing and the respective
covenants and
agreements set forth
in this Agreement,
and for other good
and
valuable
consideration,
the receipt
and adequacy of which are hereby
acknowledged, the parties hereto (collectively, the "Parties"), intending to
be
legally bound, hereby agree as follows as of the Effective
Time:
Section 1. Release.
(a) Release. Each of
the Stanford Parties, on behalf of itself and its
Affiliates (all of the foregoing, individually, a "Releasor", and,
collectively,
the "Releasors"), hereby irrevocably and forever releases and
discharges Parent,
the Company and Merger Sub, and each of their respective individual, joint or
mutual, past, present and future stockholders, Affiliates, controlling
persons,
directors, officers,
managers, employees,
consultants,
contractors,
agents,
-1-
<PAGE>
financial, banking
and legal advisors and other representatives, and the
respective successors
and assigns of each of them, (all of the foregoing,
individually, a "Releasee" and, collectively, the "Releasees") from any and
all
claims, demands, actions, orders, obligations, contracts, debts,
and Liabilities
whatsoever, whether
absolute or contingent, matured or unmatured, disputed or
undisputed, secured or
unsecured,
conditional
or unconditional, accrued or
unaccrued, liquidated or unliquidated, vested or unvested, joint or
several, due
or to become due, executory, determined, determinable or otherwise, both at
law
and in equity,
(collectively,
"Claims") which any
Stanford Party or any other
Releasor now has, has
ever had or may
hereafter have
against the
respective
Releasees arising
contemporaneously
with or prior to the
Effective Time or on
account of or arising out of any matter, cause or event occurring, whether in
any Stanford Party's
or any other
Releasor's capacity as
a direct or indirect
stockholder of the Company, as a beneficial owner or record holder
of any Equity
Interests of the Company, as an consultant or adviser to the
Company or in any
other capacity
or due to any relationship with the Company or any of its
Subsidiaries,
contemporaneously with
or prior to the Effective Time, including
(a) any dissenter's,
appraisal or similar
rights under applicable Law, (b) any
rights to bring any lawsuit or claim action against any Person in
the name or on
behalf of the Company or Merger Sub, (c) any right pursuant to any Contract or
any Releasee's
Organizational
Documents,
(d) any claim pursuant to the
Securities Act,
Exchange Act, the SEC
Rules or other
securities or "blue sky"
Laws, (e) any rights
to indemnification
or reimbursement from any Releasee,
whether pursuant to their respective Organizational Documents or
pursuant
