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Exhibit 99.2
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS
This
Settlement Agreement and Mutual Release of Claims Agreement
("Settlement Agreement") is made and entered into as of the
last date of execution of this Settlement Agreement as shown
on the signature page of this Settlement Agreement
(“Effective Date”) by and between PSPP Holdings,
Inc., a Nevada Corporation, (“PSPP”); UC HUB
Group, Inc., a Nevada Corporation, (“UCHUB”);
eSafe, Inc., a Nevada Corporation, (“ESAFE”);
Wilcox Family Partners, a California Limited Partnership
(“WFP”); Piedmont Properties, Inc., a, Oregon
corporation (“PIEDMONT”); Larry Wilcox, an
individual (“WILCOX”); Leonard Gotshalk, an
individual (“LEONARD”); Kyle Gotshalk, an
individual (“KYLE”) and Cherish Adams, an
individual (“ADAMS”) hereinafter collectively or
individually referred to as the “Parties” or
“Party,” respectively.
Whereas ,
UCHUB, et. al., filed an action in the Unites States District
Court, Central District of California, Western Division, on October
18, 2007 entitled action number CV07-6776 AHM (SSx) (“The
Action”); and
Whereas ,
the Defendants to The Action have offered and UCHUB, WILCOX and WFP
have agreed to settle this dispute and to resolve The Action
without the cost of continued litigation; and
Whereas ,
the Parties to this Settlement Agreement intend that this
Settlement Agreement shall be enforceable pursuant to the
California Code of Civil Procedure Section 664.6 upon any
Parties’ noncompliance with the terms of this Settlement
Agreement.
Now, Therefore ,
for and in consideration of the mutual covenants and promises
herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is
hereby agreed by and between the Parties as follows:
1.
PSPP,
UCHUB and ESAFE shall immediately enter into an agreement to
rescind the Acquisition Agreement (the “Rescission
Agreement”). Such Rescission Agreement shall be effective on
even date hereof and shall be annexed hereto as an Exhibit and
become a part of this Settlement Agreement.
2.
Subject
to the conditions of this Settlement Agreement and the Rescission
Agreement, the Parties to this Settlement Agreement, on their own
behalf and on behalf of their respective, general and limited
partners, corporate parents, subsidiaries, affiliates, officers and
directors, attorneys, agents, representatives, predecessors in
interest, shareholders, successors and ssigns,
and each of them, hereby release and forever discharge each other,
and their general and limited partners, corporate parents,
subsidiaries, affiliates, officers, directors, employees,
attorneys, agents, representatives, predecessors in interest,
shareholders, successors, and assigns, and each of them separately
and collectively, from any and all charges, complaints, claims,
liens, demands, causes of action, obligations, loans, damages and
liabilities, of every kind, nature and description whatsoever,
known or unknown, that the Parties to this Settlement Agreement or
those joindered to this Settlement Agreement have had in the past,
or now have, or may have in the future against each other, arising
directly or indirectly out of, or related in any way to: (i) any
claims asserted in The Action or which could have been asserted in
The Action; (ii) the Acquisition Agreement; (iii) this Settlement
Agreement; (iv) the agreements dated August 16, 2007 (“August
16 Agreements”); (v) or any other subsequent agreements or
events pertaining to the subject matter thereof including but not
limited to any and all tort, contract and statutory claims,
equitable claims, and any and all claims arising under any statute,
decision, executive order, court order, regulation, or ordinance,
which could have been asserted or might be asserted now or in the
future.
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PSPP |
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UCHUB |
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PIEDMONT |
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ESAFE |
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LEONARD |
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WFP |
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KYLE |
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WILCOX |
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CHERISH |
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3.
The
Parties to this Settlement Agreement expressly understand and
acknowledge that it is possible that unknown losses or claims exist
or that present losses may have been underestimated in amount or
severity, and the Parties have explicitly taken this into account
in determining the consideration to be provided by way of this
Settlement Agreement, and a portion of said consideration, having
been bargained for between the Parties with the knowledge of the
possibility of such unknown claims, was given in exchange for a
full accord, satisfaction and discharge of all such claims arising
from or relating to The Action. Consequently, the Parties to this
Settlement Agreement expressly waive all rights under California
Civil Code Section 1542, which provides that:
A
general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the
debtor.
4.
PSPP,
LEONARD, KYLE and ADAMS, on the one hand (referred to in this
¶4 only as the “Gotshalk Indemnitors”), shall
individually and collectively indemnify, defend and hold harmless
UCHUB, WFP and WILCOX, and any of their respective, general and
limited partners, corporate parents, subsidiaries, affiliates,
officers and directors, attorneys, agents, representatives,
predecessors in interest, shareholders, successors and assigns, on
the other hand (referred to in this ¶4 only as the
“Wilcox Indemnitees”), from and against any and all
actions, claims, losses, damages, liabilities, awards, costs and
expenses (including legal fees) resulting from
or arising out of any claim, cause of action or lawsuit made,
alleged or filed against the Wilcox Indemnitees, individually or as
a group, arising out of or in any way connected to WILCOX’s
actions or inactions as an officer, director, employee or
representative of PSPP and/or ESAFE; the Acquisition Agreement; the
August 16, 2007 Agreements; this Settlement Agreement; the
Rescission Agreement; and/or any other agreements or events
pertaining to the subject matters thereof. The Gotshalk Indemnitors
shall defend and settle, at their sole expense, and through counsel
of the Wilcox Indemnitees’ choosing, all suits or proceedings
arising therefrom. The Wilcox Indemnitees, as the case may be,
shall immediately inform PSPP and/or the Gotshalk Indemnitors, in
writing of any such suit or proceeding against any of the Wilcox
Indemnitees. The Wilcox Indemnitees, at their individual
discretion, and without limiting the obligations of the Gotshalk
Indemnitees, shall have the right to participate in the defense of
any such suit or proceeding;
provided however
, that
should an apparent conflict be deemed to have arisen between the
Wilcox Indemnitees and the Gotshalk Indemnitors, the Wilcox
Indemnitees pursuant to this ¶4, shall retain independent
legal counsel and the Gotshalk Indemnitors shall be responsible for
and shall pay for said counsel, to continue the representation and
defense of the Wilcox Indemnitees.
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PSPP |
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UCHUB |
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PIEDMONT |
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ESAFE |
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LEONARD |
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WFP |
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KYLE |
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WILCOX |
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CHERISH |
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5.
Notwithstanding
the foregoing ¶4 UCHUB, WFP and WILCOX, on the one hand
(referred to in this ¶5 only as the “Wilcox
Indemnitors”), shall individually and collectively indemnify,
defend and hold harmless PSPP, LEONARD, KYLE and ADAMS, and any of
their respective, general and limited partners, corporate parents,
subsidiaries, affiliates, officers and directors, attorneys,
agents, representatives, predecessors in interest, shareholders,
successors and assigns, on the other hand (referred to in this
¶5 only as the “Gotshalk Indemnitees”), from and
against any and all actions, claims, losses, damages, liabilities,
awards, costs and expenses (including legal fees) resulting from or
arising out of any claim, cause of action or lawsuit made, alleged
or filed against the Gotshalk Indemnitees, individually or as a
group, by or on behalf of a shareholder of UCHUB arising solely out
of or in connection to KYLE’s or ADAMS’s actions or
inactions as officers, directors, employee or representative of
ESAFE; the Acquisition Agreement; this Settlement Agreement; the
August 16 Agreements; or any other subsequent agreements or events
pertaining to the subject matter thereof. Notwithstanding the
foregoing, the indemnification granted herein in this ¶5, only
applies to those UCHUB shareholders of record between May 28, 2007
and the Effective Date hereof, and only to the extent that said
shareholders were not also shareholders of PSPP during the same
period. The Wilcox Indemnitors shall defend and settle, at their
sole expense, and through counsel of the Gotshalk
Indemnitees’ choosing, all suits or proceedings arising
therefrom. The Gotshalk Indemnitees, as the case may be, shall
immediately inform the Wilcox Indemnitors, in writing of any such
suit or proceeding against the Gotshalk Indemnitees. The Gotshalk
Indemnitees, at their individual discretion, shall have the right
to participate in the defense of any such suit or
proceeding;
provided however that
should an apparent conflict be deemed to have arisen between the
Gotshalk Indemnitees and the Wilcox Indemnitors, the Gotshalk
Indemnitees pursuant to this ¶5, shall retain independent
legal counsel and the Wilcox Indemnitors shall be responsible for
and shall pay for said counsel, to continue the representation and
defense of the Gotshalk Indemnitees.
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PSPP |
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UCHUB |
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PIEDMONT |
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ESAFE |
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LEONARD |
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WFP |
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KYLE |
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WILCOX |
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CHERISH |
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