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EXHIBIT 10.4.1
TERMINATION OF SHAREHOLDERS' AGREEMENT OF
HANOVER CAPITAL PARTNERS LTD.
This Termination, dated as of June 20, 2000, is entered into by and among
Hanover Capital Partners, Ltd., ("Partners"), Hanover Capital Mortgage Holdings,
Inc., a Maryland corporation (the "Company"), John A. Burchett ("Burchett"),
Joyce S. Mizerak ("Mizerak"), George J. Ostendorf ("Ostendorf") and Irma N.
Tavares ("Tavares"). Burchett, Mizerak, Ostendorf and Tavares are collectively
referred to as the "Initial Shareholders".
RECITALS
Hanover Capital Partners Ltd. and the Initial Shareholders entered into an
Agreement of Shareholders, dated as of May 26, 1992 (the "Original Agreement"),
which they amended and restated.
In connection with the formation of the Company and the Amended and
Restated Agreement of Limited Partnership of Hanover Capital Mortgage Holdings,
L.P., the Hanover Capital Mortgage Holdings, L.P. and the Initial Shareholders
entered into the Shareholders' Agreement of Hanover Capital Partners Ltd. dated
as of September 19, 1997 (the "Shareholders' Agreement").
The parties hereto desire to remove all such restrictions on transfers and
to terminate all of the provisions of the Shareholders' Agreement.
AGREEMENT
1. Definitions. For purposes of this Agreement, all capitalized terms not
defined herein shall have the meanings described in the Shareholders' Agreement.
2. Termination of Agreement. The Shareholders' Agreement is hereby
terminated, and shall have no further force or effect.
3. Removal of Legend. The undersigned acknowledge and consent to the
removal of the legend on the stock certificate required by Section 15 of the
Shareholders' Agreement evidencing the Shares referring to the restrictions
contained in the Stockholders' Agreement.
4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the
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same instrument, and all signatures need not appear on any one counterpart.
The Company agrees that a copy of this Agreement shall be kept at the principal
office of the Company for inspection by the Initial Shareholders. Any Initial
Shareholder shall have the right to inspect said copy of this Agreement and the
books and records of the Company at reasonable times after reasonable notice.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first above written.
"COMPANY" "PARTNERSHIP"
HANOVER MORTGAGE HOLDINGS, INC. HANOVER CAPITAL PARTNERS, LTD.
By: Hanover Capital Mortgage
Holdings, Inc., General Partner
By: By:
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Name: Name:
Title: Title:
"BURCHETT" "MIZERAK"
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John A. Burchett Joyce S. Mizerak
"OSTENDORF" "TAVARES"
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George J. Ostendorf Irma N. Tavares
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