REPRESENTATIONS, GENERAL RELEASE,
TERMINATION & INDEMNIFICATION AGREEMENT
This General Release,
Termination & Indemnification Agreement and accompanying
representations (hereinafter, “Agreement”), made this
16 th day of January, 2009, by and between Guiseppe
Arlia (hereinafter, “G. Arlia”), and Ichiban Ventures,
Inc. (hereinafter, “Ichiban” or the
“Company”), NYC Liquidation Group, LLC and Ephren
Taylor, Personal Guarantor.
WHEREAS,
G. Arlia is a registered
Shareholder and Director and Officer of the Company; and
WHEREAS,
G. Arlia owns a one
hundred (100%) percent equity stake in the Company, hereinafter
referred to as “Equity Ownership;” and
WHEREAS,
G. Arlia is terminating
his employment and resigning as a Director and Officer of the
Company and selling his 100% Equity Ownership (200 Outstanding
Shares at Par Value) in the Company to NYC Liquidation Group, LLC;
and
WHEREAS,
NYC Liquidation Group,
LLC shall remain as sole shareholder of the Company (hereinafter,
“Sole Shareholder”) and said Sole Shareholder and G.
Arlia desire to resolve and release any claims of ownership by
signing this agreement and create certain indemnifications, as do
G. Arlia and NYC Liquidation Group with each other.
NOW,
THEREFORE, the parties agree as
follows:
1.
G. Arlia hereby
transfers, assigns, conveys and sells to the Company one hundred
(100%) percent of the Equity Ownership in the Company in
consideration of the distribution of the following:
a)
Two Hundred and Four
Thousand ($204,000.00) Dollars by Bank Check made payable
to G. Arlia immediately upon signing of this Agreement for the
purchase of the Shares; and
b)
Sixteen Thousand Five
Hundred ($16,500.00) Dollars representing the security
deposit on the two leaseholders (below described) held by Ichiban
Ventures, Inc.; and
c)
$2,258.06
representing the
adjustment for rents, including any additional rent, under the
below described leases and their respective water and sewer
charges.
2.
Simultaneously herewith
G. Arlia will execute a resignation as Officer and Director of the
Company as set forth in Exhibit A.
3.
G. Arlia represents and
warrants that there are no outstanding liens, judgments,
encumbrances or other impediments to the sale and transfer of all
of his Equity Ownership in the Company. Consequently,
Shareholders, Guiseppe Arlia personally indemnifies Ichiban
Enterprises, Inc. for all outstanding debts, judgments, liens,
suits, actions, and/or proceedings against Ichiban Enterprises,
Inc., the shares or the corporation pending up until
today.
4.
G. Arlia represents and
warrants that he owns all of the Equity Ownership in the Company
free and clear and that he has not optioned, pledged, or put up any
of his Equity Ownership of whatever kind or whatever amount to any
other person or entity. G. Arlia represents and warrants that he
has sole, full and complete right, title and interest in the Equity
Ownership that he is selling to the NYC Liquidation Group, LLC in
accordance with this Agreement. G. Arlia represents and warrants
the Company is duly organized and validly existing under the laws
of New York Domestic, and is duly qualified to do business in New
York. G. Arlia represents and warrants the Company has full power
and authority to carry out and perform its undertakings and
obligations as provided herein. The execution and delivery by the
Company of this agreement and the consummation of the transactions
contemplated herein have been duly authorized by the Board of
Directors of Seller and will not conflict with or breach any
provision of the Certificate of Incorporation or Bylaws of the
Company. No action, approval, consent or authorization of any
governmental authority is necessary for the Company to consummate
the instant transaction. The
Company is a corporation
duly organized on or about December 2, 2005, under the laws of New
York, and the Company is validly existing and has not been
dissolved.
5.
G. Arlia represents and
warrants the Company has not entered into, and is not subject to
any: (i) written contract or agreement for the employment of any
employee of the business; (ii) contract with any labor union or
guild; (iii) pension, profit-sharing, retirement, bonus, insurance,
or similar plan with respect to any employee of the business; or
(iv) similar contract or agreement affecting or relating to the
Corporation. Moreover, G. Arlia represents and warrants there are
no violations of any law or governmental rule or regulation pending
against the Shares of the Company and/or the Company.
6.
G. Arlia represents and
warrants the Company does not have any creditors. However, there
are two leaseholds held by Ichiban Ventures, Inc.: One leasehold is
for a storefront located at 271
