TERMINATION, WAIVER
AND MUTUAL RELEASE
This
Termination, Waiver and Mutual Release (“ Agreement
”), dated April 7, 2008, is made and entered into by and
between Java Universe, LLC, for itself and on behalf of its
respective affiliates and related entities or corporations,
and these entities’ past and present officers,
directors, shareholders, employees, agents, partners,
attorneys, insurers, predecessors, successors, and assigns
(collectively, hereinafter “ Java Universe
”) on the one hand, and Java Detour Franchise Corp.
(formerly known as Java Detour), a California corporation, for
itself and on behalf of its respective affiliates and related
entities or corporations, and these entities’ past and
present officers, directors, shareholders, employees, agents,
partners, attorneys, insurers, predecessors, successors, and
assigns (collectively, hereinafter “ Java Franchise,
” and collectively with “ Java Universe,
” the “ Released Parties
”) and solely for purposes of Sections 1 and 7, Java
Detour, Inc. (“ Java
Detour
”) on the other hand, with reference to the following
facts:
A. Reference
is made to that certain Master Franchise Agreement dated as of
March 30, 2007 entered into by and between Java Universe and
Java Franchise (collectively, the “ Parties ”),
as amended by that certain extension side letter dated October
2, 2007 and that certain option to extend dated December 31,
2007 (as amended, the “ Middle East Franchise
Agreement ”), pursuant to which Java Franchise
granted certain exclusive franchise rights to Java Universe
for the Middle East territory, subject to the terms and
conditions set forth therein.
B. Reference
is made to that certain Master Franchise Agreement dated as of
July 21, 2007 entered into by and between the Parties (the
“ Southern California
Franchise Agreement ”), pursuant to which Java
Franchise granted certain exclusive franchise rights to Java
Universe for the Southern California territory, subject to the
terms and conditions set forth therein.
C. Reference
is made to that certain Asset Purchase Agreement of even date
herewith entered into by and between Java Universe, JDCO,
Inc., a California corporation and parent of Java Franchise
(“ JDCO ”),
Java Detour, Elie Samaha and Joseph Merhi (the “
Purchase
Agreement ”), pursuant to which JDCO acquired
certain assets from Java Universe, subject to the terms and
conditions set forth therein.
D. In
connection with the Purchase Agreement, each of the Parties
desire to mutually terminate each of the Middle East Franchise
Agreement and the Southern California Franchise Agreement
(collectively, the “ Terminated
Agreements ”) and waive, compromise and resolve
fully and finally any and all claims and potential disputes,
whether known or unknown, which exist or could exist on the
Parties behalf against the Released Parties, respectively,
related to the Terminated Agreements and the transactions
contemplated thereunder .
NOW,
THEREFORE, in consideration of the covenants and promises
contained herein, the Parties hereto agree as
follows:
1.
Termination
of the Terminated Agreements . Each of the
Parties hereby agrees to terminate each Terminated Agreement in its
entirety effective immediately, and each of the Parties agrees that
the amounts described in this Section 1 is fully satisfactory to it
and constitutes valid consideration in exchange for the releases
set forth in this Agreement. Upon Closing (as defined in
the Purchase Agreement), Java Franchise shall effect an aggregate
payment to Java Universe in the amount of Five Hundred Fifty
Thousand Dollars ($550,000), payable in shares of common stock,
$.001 par value, of Java Detour (“ Common Stock ”)
valued at $1.00 per share, or Five Hundred Fifty Thousand (550,000)
shares of Common Stock, such shares to be issued to cover any and
all amounts due to Java Universe under the Terminated
Agreements. All shares of Common Stock to be issued to
Java Universe under this Section 1 shall be subject to Section 6 of
that certain Agency, Co-Occupancy and Operating Agreement dated of
even date herewith by and among JDCO, Java Universe, Samaha Foods,
Inc. and Demitri Samaha.
2.
Non-Admission
of Liability . The Parties acknowledge that the
Released Parties each individually and collectively deny any
wrongdoing whatsoever in connection with the Terminated Agreements
and the transactions contemplated therein solely for the purpose of
waiving potential claims and avoiding the time and expense of
litigation. It is expressly understood and agreed by the
Parties that nothing contained in this Agreement shall constitute
or be treated as an admission of any wrongdoing or liability on the
part of any of the Released Parties.
3.
No
Filing of Claims . Each of the Parties represents
and warrants that it does not presently have on file, and further
represents and agrees to the fullest extent permitted by law that
it will not hereafter file, any claims, charges, grievances,
actions, appeals or complaints against any of the Released Parties
in or with any administrative, state, federal or governmental
entity, agency, board or court, or before any other tribunal or
panel of arbitrators, public or private, based upon any actions by
Released Parties occurring in connection with Terminated Agreements
and the transactions contemplated therein.
4.
Mutual
Release
of All Claims . Each of the Parties, for itself
and its affiliates, successors and assigns, respectively, does
hereby waive, release, acquit and forever discharge each and all of
the Released Parties, respectively, from any and all claims,
actions, charges, complaints, grievances and causes of action
(hereinafter collectively referred to as “ claims ”), of
whatever nature, whether known or unknown, which exist or may exist
on each of the Parties’ behalf against the Released Parties
with respect to any of the Terminated Agreements, respectively, as
of the date of this Agreement, including but not limited to the
following as they relate to any of the Terminated Agreements: any
and all exclusive agency rights, residual rights to compensation,
rights to fee tail compensation provided under any of the
Terminated Agreements, statutory claims, all claims for injunctive
relief, compensatory damages, consequential damages, incidental
damages, punitive damages interest, costs, expenses,
attorneys’ fees and/or any other type of damages or monetary
relief cognizable in law or equity, and any and all claims arising
under any federal, state, city and/or other governmental statute,
law, regulation or ordinance relating to corporate governance
responsibilities or securities, including; provided ,
however , that
nothing in this Agreement shall waive, compromise or otherwise
negate the rights, privileges and claims directly provided under
this Agreement.
5.
Mutual
Waiver
of Unknown Claims . It is further understood and
agreed by each of the Parties that as a condition of this
Agreement, each of the Parties hereby expressly waives and
relinquishes any and all claims, rights or benefits that it may
have but of which it does not know or suspect to exist in its favor
at the time of executing this Agreement which if known by it must
have materially affected its settlement by such
party. In connection with such waiver and
relinquishment, each of the Parties hereby acknowledges that it or
its attorneys may hereafter discover claims or facts in addition
to, or different from, those which it now knows or believes to
exist, but that it expressly agrees to fully, finally and forever
settle and release any and all claims, known or unknown, suspected
or unsuspected, which exist or may exist on its behalf against the
Released Parties at the time of execution of this Agreement,
including, but not limited to, any and all claims relating to or
arising from the Termination Agreements and the transactions
contemplated thereunder. Each of the Parties further
acknowledges, understands and agrees that this representation and
commitment is essential to the Release Parties, respectively, and
that this Agreement would not have been entered into were it not
for this representation and commitment.
6.
Investment
Representations . Java
Universe represents and warrants that all statements set forth in
Exhibit A
are true and correct.
7.
Lock-up
Restrictions . It is
understood that the Common Stock issued to Java Universe hereunder
will bear the following legend:
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(a)
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Java
Universe agrees that other than as set forth below, it shall not:
(i) sell, assign, ex
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