TERMINATION AGREEMENT
Exhibit 99.2
THIS TERMINATION AGREEMENT is made and entered into as of November 1, 2008 (the “Effective Date”)
by and between Quadriga Superfund, L.P., whose general partner is Superfund Capital Management,
Inc., and Superfund Asset Management, Inc. (formerly known as Quadriga Asset Management, Inc.)
(collectively, “the Parties”).
WHEREAS by a Selling Agent Agreement (the “Selling Agent Agreement”) dated February 22, 2002, the
Parties entered into an agreement relating to the offering and sale of limited partnership units in
Quadriga Superfund, L.P.; and
WHEREAS the Parties wish to terminate the Selling Agent Agreement and release each other from all
prospective duties, rights and obligations arising from the Selling Agent Agreement.
NOW THEREFORE in consideration of the mutual promises and agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Termination. The Selling Agent Agreement is hereby terminated and of no further force
or effect as of the Effective Date of the Termination Agreement, and no party shall have any
prospective duty, right or obligation to the other party arising from the Selling Agent Agreement
with the exception of any duty, right or obligation which arose prior to the Effective Date,
including without limitation the obligation to pay commissions under the Selling Agent Agreement
for transactions occurring prior to the Effective Date. Any selling commissions procured prior to
the Effective Date and outstanding as of the Effective Date shall be paid to Superfund Asset
Management, Inc. pursuant to the terms of the Selling Agent Agreement. Superfund Asset Management,
Inc. shall not be entitled to any selling commissions thereafter.
2. Representation of the Parties. Each Party represents to the other Party that: (a) it is
duly organized and validly existing under the laws of the jurisdiction of its incorporation and in
good standing; (b) it has power to execute and perform its obligations under this Termination
Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(c) such execution, delivery and performance do not violate or conflict with any law applicable to
it, any provision of its charter or bylaws, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction binding on or
affecting it or any of its assets; (d) all governmental and other consents that are required to
have been obtained by it with respect to this Termination Agreement have been obtained and are in
full force and effect and all conditions of any such consents have been complied with; and (e) its
obligations under this Termination Agreement constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms.
3. Waiver. No delay on the part of any party in the exercise of any right or remedy shall
operate as a waiver thereof and no single or partial exercise by any party of any right or remedy
shall preclude other or further exercise thereof or the exercise of any other right or remedy. The
waiver of any breach or condition of this Termination Agreement by either party shall not
constitute a precedent in the future enforcement of any of the terms and conditions of this
Termination Agreement.
4. Complete Agreement. All discussions, correspondence, understandings, and agreements
heretofore had or made between the parties relating to its subject matter are superseded by and
merged into this Agreement, which alone fully and completely expresses the agreement between the
parties relating to its subject matter, and the same is entered into with no party relying upon any
statement or representation made by or on behalf of any party not embodied in this Termination
Agreement.
5. Counterparts. This Termination Agreement may be executed in any one or more
counterparts, each of which shall constitute an original, no other counterpart needing to be
produced, and all of which, when taken together, shall constitute but one and the same instrument.
If this Termination Agreement is signed and transmitted by facsimile machine or electronic mail,
the signature of any party on such agreement transmitted by facsimile or electronic mail shall be
considered, and have the same force and effect, as an original document.
IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the Effective
Date.
| QUADRIGA SUPERFUND, L.P. | ||||
By:
|
Superfund Capital Management, Inc., its general partner | |||
By: |
||||
| Xxxxx Xxxxx | ||||
| President | ||||
| SUPERFUND CAPITAL MANAGEMENT, INC. | ||||
By: |
||||
| Xxxxx Xxxxx | ||||
| President | ||||
| SUPERFUND ASSET MANAGEMENT, INC. | ||||
By: |
||||
| Xxxxxx Xxxxx | ||||
| Vice-President | ||||
