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(hereinafter "Owner").
Whereas, Name holds certain vested shares of the capital stock of Company
Whereas, Name is a party to and obligor on certain obligations owed and incurred
by Company.
Whereas, Name desires to preserve and maintain all rights and claims which he
may possess against Company, Inc., Owner, and the board and officers of Company.
Name reserves all of his rights, and no waiver or estoppel of any kind is intended nor
should be inferred.
A. RELINQUISHMENT OF SHARES.
1. Subject to the terms and conditions hereof, Name relinquishes all of his
2. The purchase price for the shares relinquished by Name is $Amount US.
The purchase price for the shares shall be paid by Company to Name on
and Company.
3. Name hereby agrees and acknowledges that the purchase price set forth
above represents the current Fair Market Value of the Company Shares
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and hereby waives the right to challenge this valuation in any forum or
proceeding.
b. Name is the owner of the Company Shares, free and clear of any
and Name has the power and authority and right to sell the
1. In addition to the claim for the value of the shares which he has
Owner and any other entity associated with Company indemnify and hold
against any and all future claims, demands, or actions that may hereinafter
enforcing any claims, right, cause of action, or liens or any other interests,
Name reserves all rights to require that such indemnification and hold
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harmless obligation shall extend to and include any and all attorney's fees
2. Name reserves all rights to require that Company, Owner, and any other
entity associated with Company will indemnify and hold harmless him and
his respective heirs, assigns, and representatives against any and all
made against them for any loss or liability, claim, demand, action or cause,
attorneys' fees which Name may incur arising from his role as an owner,
3. Name demands that within seven (7) days of the receipt of this notice
Owner and Company shall cause Name to be removed from any liability of
any type related to or associated in any manner with Company and any of
4. Name reserves all rights to require that Owner and Company, jointly and
severally, be liable for and will pay any and all tax obligations or liabilities,
known or unknown, personal or business, owed for any federal and state
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tax owed by or on behalf of Company, through and including the date of
this agreement. Name reserves all rights to require that Owner and
Company fully defend and hold Name harmless for principal, interest,
court costs and reasonable attorneys' fees, together with any judgment
rendered against him by virtue of any and all tax obligations, liabilities, or
liens, known or unknown, owed for any federal and state tax owed by or
on behalf of Company.
D. GENERAL.
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