Fill and Sign the Covenant Not Sue 497333547 Form

Covenant not to Sue by Widow of Deceased Stockholder Agreement made __________________ (date) , between __________________ (Name of Claimant) , of _____________________________________________ (street address, city, county, state, zip code) , the Claimant, and __________________ (Name of Defendant) , a corporation organized and existing under the laws of ____________ (name of state) , with its principal office located at _____________________________________________ (street address, city, county, state, zip code), the Defendant . Whereas, __________________ (Name of Decedent), the Decedent, died on __________________ (date) , and the Claimant is his widow ; and Whereas, the probate of the Estate of Decedent , deceased, is pending in __________________ (Name of Court) , under Case No. __________________ (number) ; and Whereas, __________________ ( John Doe) and __________________ ( William Smith), the Third Parties, are legatees of Decedent , and have disclaimed any interest in the Estate in favor of their Mother, the Claimant. The above-entitled Court has approved such disclaimer; and Whereas, Claimant represents to Defendant and the Fourth Parties, as set out below that the disclaimers referred to in the preceding paragraph are valid and binding on all of the legatees and heirs entitled to share in an interest in the Estate of Decedent, and that Claimant is entitled to all of the remaining proceeds and assets of the Estate of Decedent; and Whereas, inventoried in the Estate were __________________ (number) shares of the capital stock of Defendant; and Whereas, __________________ ( John S tockholder) and __________________ ( William S tockholder) (the Fourth Parties) own all of the remaining stock in Defendant; and Whereas, Claimant has demanded that __________________ (Name of Executor) , as the Executor of the Last Will and Testament of the Estate of Decedent, deceased, bring a shareholder suit against the Defendant, its majority shareholders, officers and directors, and the Executor has refused; and Whereas, Defendant contends there is no legal or equitable basis for such shareholder suit; and Whereas, the parties to this Agreement recognize and agree that a shareholder suit or the pursuit of any other claim against the Defendant, its shareholders, officers, agents, servants or employees would be expensive, time consuming, and would dissipate assets of the Estate; they further agree that the best interests of all concerned require that the Defendant or its nominee purchase the __________________ (number) shares of the capital stock of Defendant, and Claimant be paid for such stock; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Covenant not to Sue. In consideration of the payment by Defendant to Claimant of $ __________________ , receipt of which is acknowledged, Claimant does now sell, assign and transfer to Defendant (number) shares of the capital stock of Defendant, free of all liens and encumbrances. Claimant further covenants that Claimant shall not sue or bring action against Defendant or against __________________ ( John S tockholder) and/or __________________ ( William S tockholder), ( the Fourth Parties ) or their personal representatives, successors, assigns, heirs, officers, agents and employees, concerning the subject of this Agreement or any other claim now existing, except for breach by Defendant of this Agreement. II. Reservation of Rights against Executor. It is understood that Claimant reserves full and complete rights to pursue any claims, actions or causes of action Claimant may have against __________________ (Name of Executor) , as Executor of the Estate of Decedent , deceased, or in any other capacity, and against any other person, firm or corporation, except Defendant and the Fourth Parties, their personal representatives, successors, assigns, heirs, officers, agents and employees. III. Indemnification. Claimant further agrees to indemnify Defendant and the Fourth Parties, their personal representatives, successors, assigns, heirs, officers, agents and employees, from any expenses, losses or damages incurred as a result of claims or demands subsequently made by the Claimant or the Executor of the Estate of Decedent , deceased, or by the Third Parties, or by their children, their heirs and assigns, or anyone acting for, by or through them, or acting for, by or through the Estate of Decedent , deceased, concerning the subject of this Agreement, except for the breach by Defendant of this Agreement. IV. Purpose of Covenant. This Agreement is for the benefit of Defendant and the Fourth Parties, their personal representatives, successors, assigns, heirs, officers, agents or employees only. V. Reservation against Executor. All rights, actions, and causes of action against __________________ (Name of Executor) , as Executor of the Last Will and Testament of Decedent, deceased, or in any other capacity, and against any other person, firm or corporation, except Defendant and the Fourth Parties, their personal representatives, successors, assigns, heirs, officers, agents and employees, are reserved. This covenant is not a release nor shall it be construed as a release of the __________________ (Name of Executor) as Executor of the Estate of Decedent . VI. Transfer of Claimant’s Interest. All action, including any legal proceeding as is necessary to vest in Claimant all the right, title, ownership and interest to the above- mentioned __________________ (number of shares) shares of the capital stock of Defendant free and clear of all encumbrances, will be diligently pursued by Claimant. Claimant will also diligently pursue all rights Claimant may have to receive all money to be paid under this Agreement to the exclusion of all claims of the Executor of the Estate of Decedent , deceased, the Third Parties and their children. Claimant will diligently pursue and secure approval of this covenant not to sue from such court of competent jurisdiction in __________________ (name of county) , __________________ (name of state) , on behalf of the Third Parties and their children and will furnish to Defendant a certified copy of the order of the court vesting the ________________ (number) shares of the capital stock of Defendant in Claimant and approving this Covenant not to Sue. VII. Payment by Defendant. Claimant shall deliver to Defendant the stock certificates for __________________ (number) shares of the capital stock of Defendant endorsed in __________________ (type of endorsement) , a properly signed and acknowledged ratification of this Agreement by the Third Parties, and a certified copy of the court order as provided for in this Agreement. Claimant shall also deliver a written opinion from Claimant's counsel, __________________ (Name of Claimant's Attorney) , located at _____________________________________________ (street address, city, county, state, zip code) . Such opinion shall state that the court proceedings and order entered properly confirm and approve this instrument, that this instrument is valid and binding on Claimant, the Third Parties, and the children of the Third Parties, and that Claimant has the entire right, title and ownership of __________________ (number) shares of the capital stock of Defendant free and clear of all claims and entitlements to the same by the Executor of Decedent , deceased, the Third Parties and their children. The opinion must also state that Claimant, under such court order, is entitled to receive all money to be paid under this Agreement by Defendant, free of all claims and entitlements. Upon receipt of the above documents, Defendant will pay to Claimant $ __________________ . VIII. Claims by Defendant. Defendant covenants that it shall make no claim against the Claimant arising out of subject matter of this covenant, nor of any other existing matter, excepting only for a breach of this Agreement. IX. Representation by Counsel for Claimant. Claimant is represented by counsel. In the sale of the stock, the execution of this Agreement, and in all matters pertaining to the same, the Claimant has relied upon Claimant's own investigation and judgment and the investigation and judgment of Claimant's attorneys. Claimant acknowledges that Claimant has not relied on any representations of Defendant or the Fourth Parties, their officers, agents, employees, shareholders, or any other person or persons acting in their behalf. X. Waiver by Claimant. Claimant waives any and all shareholder rights, claims, or rights to accounting, rights to dividends, rights to disclosure of books, rights of fiduciary disclosures, or rights to other information, or other data or information from Defendant, its officers, agents, employees, shareholders or any other person acting on their behalf. XI. Diligent Pursuit. Claimant agrees to diligently pursue to final completion the covenants contained in this Agreement on Claimant's part to be performed. XII. Specific Performance. Claimant and Defendant are entitled as against each other to specific performance of this Agreement. XIII. Recitals. The recitals in this Agreement are intended to be and are covenants of the Parties and are a material part of this Agreement and binding on the Parties to this Agreement. XIV. Binding Effect. The provisions and stipulations of this Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, assigns or successors in interest of the Parties to this Agreement. The Parties have executed this Agreement at _____________________________ (place of execution) the day and year first above-written. ____________________________ (Signature of Claimant) _____________________________ (Printed Name of Claimant) _____________________________ (Name of Defendant) By: ____________________________________ (Signature of officer of Defendant) _____________________________ (Title of officer of Defendant)