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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
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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
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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,
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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 r
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