Exhibit 5
TERMINATION AGREEMENT
TERMINATION AGREEMENT made as of May 31, 2007 among CoolBrands International
Inc. ("COOLBRANDS"), Integrated Brands Inc., the Serruya Family Trust, 1082272
Ontario Inc., the Estate of Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx,
Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx (collectively, the "PARTIES").
WHEREAS:
A. The Parties entered into a Board Representation Agreement on October
13, 1997 as amended on January 15, 1998 and January 12, 2001 (the
"BOARD REPRESENTATION AGREEMENT"), and entered into a Voting Agreement
on December 13, 2005 (the "VOTING Agreement").
B. The Voting Agreement provides that the Board Representation Agreement
be terminated on the date that the capital structure of CoolBrands is
simplified by CoolBrands (1) creating a new class of shares unlimited
in number and designated as common shares ("COMMON SHARES"), (2)
changing each issued and outstanding subordinate voting share and each
multiple voting share into one Common Share, (3) cancelling all
authorized and unissued subordinate voting shares and multiple voting
shares in the capital of CoolBrands, and (4) removing all of the
rights, privileges, restrictions and conditions attaching to the
subordinate voting shares and multiple voting shares such that the
authorized capital consists of an unlimited number of Common Shares
(each of these steps, collectively, the "SHARE CAPITAL RESTRUCTURING").
C. The Share Capital Restructuring is now effective.
D. Parties have determined it desirable and in the best interests of each
to terminate the Board Representation Agreement.
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the Parties agree as follows:
1. The Board Representation Agreement is hereby terminated, effective
immediately, and shall cease to have any force and effect whatsoever.
2. Each of the Parties hereby releases, remises and forever discharges
each of the other Parties hereto and each of their respective officers,
directors, employees, agents, shareholders, affiliates, successors and
assigns from all covenants and obligations contained in the Board
Representation Agreement and against any and all actions, causes of
actions, claims, demands and suits of every nature and kind whatsoever
arising under or in connection with the Board Representation Agreement.
3. This Termination Agreement sets forth the entire agreement among the
parties hereto pertaining to the specific subject matter hereof. No
supplement, modification, waiver, amendment or termination of this
Termination Agreement shall be binding unless executed in writing by
all of the Parties.
4. This Termination Agreement shall be binding upon and shall enure to the
benefit of the Parties hereto and their respective heirs, executors,
administrators, successors, assigns and legal representatives.
5. This Termination Agreement shall be governed and construed in
accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein and the Parties hereby attorn to the
jurisdiction of the courts of the Province of Ontario.
6. This Termination Agreement may be executed in any number of
counterparts (including counterparts by facsimile) and all such
counterparts when taken together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF the parties have executed this agreement effective as of date
above.
COOLBRANDS INTERNATIONAL INC.
Per: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
INTEGRATED BRANDS, INC.
Per: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
THE SERRUYA FAMILY TRUST
Per: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Trustee
Per: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: Trustee
1082272 ONTARIO INC.
Per: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
THE ESTATE OF XXXXXXX XXXXX
Per: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Executor
/s/ Xxxxx Xxxxx /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------------
Witness XXXXX X. XXXXX
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------------
Witness XXXXX X. XXXXX
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxx
-------------------------------- --------------------------------------
Witness XXXXX XXXXXXX
/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxxxxxx
-------------------------------- --------------------------------------
Witness XXXXXXX XXXXXXX
