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The Deed of Termination of Shareholders Agreement is a crucial document used when shareholders mutually agree to end their existing shareholders agreement or when circumstances necessitate its termination. This deed, which must be executed as a notarial deed under Dutch law, is typically employed during company restructuring, shareholder exits, mergers, acquisitions, or when a new shareholders agreement is to be implemented. It provides a comprehensive framework for unwinding shareholder relationships, addressing critical aspects such as the release of obligations, handling of confidential information, and any surviving provisions. The document must comply with Dutch corporate law requirements and is typically prepared by or in consultation with a civil law notary to ensure its validity and enforceability.

1. Parties: Identification of all parties to the termination deed, including the company and all shareholders who were party to the original agreement

2. Background: Recitals explaining the context, including reference to the original shareholders agreement and the reasons for its termination

3. Definitions: Definitions of key terms used in the deed, including reference to definitions from the original shareholders agreement where relevant

4. Termination: Clear statement of the termination of the shareholders agreement and its effective date

5. Mutual Release: Release of all parties from their obligations under the original agreement and waiver of claims

6. Surviving Provisions: Identification of any provisions from the original agreement that will survive termination

7. Return of Documents: Obligations regarding the return or destruction of confidential information

8. Costs: Allocation of costs related to the preparation and execution of the termination deed

9. Governing Law and Jurisdiction: Confirmation that Dutch law governs the deed and jurisdiction for any disputes

10. Execution: Formal execution block meeting Dutch notarial requirements