Exhibit 4
TERMINATION AGREEMENT
TERMINATION AGREEMENT made as of May 31, 2007 among the Estate of Xxxxxxx X.
Xxxxx (the "XXXXX ESTATE"), Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxx
Xxxxxxx, 1082272 Ontario Inc. ("1082272"), the Serruya Family Trust (the
"SERRUYA TRUST"), CoolBrands International Inc. ("COOLBRANDS") and JPMorgan
Chase Bank, N.A. (formerly, The Chase Manhattan Bank) (collectively, the
"PARTIES").
WHEREAS:
A. The Parties entered into a Trust Agreement on March 18, 1998 (the
"TRUST AGREEMENT").
B. CoolBrands, Integrated Brands, Inc., the Serruya Trust, 1082272, the
Xxxxx Estate, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx Xxxxxxx and Xxxxxxx
Xxxxxxx entered into a voting agreement on December 13, 2005 (the
"VOTING AGREEMENT").
C. The Voting Agreement provides that the Trust 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").
D. The Share Capital Restructuring is now effective.
E. The Xxxxx Estate, Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxx
Xxxxxxx, 1082272, the Serruya Trust, and CoolBrands have determined it
desirable and in the best interests of each to terminate the Trust
Agreement. JPMorgan Chase Bank, N.A. is willing and agreeable to
terminating the Trust Agreement.
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the Parties agree as follows:
1. The Trust 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 Trust
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 Trust Agreement, except that the provisions of
Section 17 of the Trust Agreement shall survive the execution of this
Termination Agreement and the termination of the Trust 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 the
date above.
COOLBRANDS INTERNATIONAL INC.
Per: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
JPMORGAN CHASE BANK, N.A.
Per: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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:
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/ Xxxxxxxx Xxxxxxxxx /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
