Back to top

RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

RELEASE AND SETTLEMENT AGREEMENT | Document Parties: LOJACK CORP | AnJie China Holdings Limited | Beijing LoJack Ki Company Ltd | Beijing Tracker Technology, Ltd | Chinapac Limited | Kington Beijing Technology Co Ltd | Kington Holdings Limited | Location Company Limited, Global Team Services Ltd, Beijing LoJack Ki Electronic Technology Ltd | Location Group Ltd | LoJack Corporation | LoJack Cyprus Limited | LoJack Equipment Ireland, Limited | LoJack Operating Company, LP | Pinpoint Vehicle Holdings Ltd | PINPOINT VEHICLE SERVICES LIMITED | Pinpoint Vehicles Services Limited You are currently viewing:
This Settlement Agreement involves

LOJACK CORP | AnJie China Holdings Limited | Beijing LoJack Ki Company Ltd | Beijing Tracker Technology, Ltd | Chinapac Limited | Kington Beijing Technology Co Ltd | Kington Holdings Limited | Location Company Limited, Global Team Services Ltd, Beijing LoJack Ki Electronic Technology Ltd | Location Group Ltd | LoJack Corporation | LoJack Cyprus Limited | LoJack Equipment Ireland, Limited | LoJack Operating Company, LP | Pinpoint Vehicle Holdings Ltd | PINPOINT VEHICLE SERVICES LIMITED | Pinpoint Vehicles Services Limited

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: RELEASE AND SETTLEMENT AGREEMENT
Governing Law: Massachusetts     Date: 9/23/2009
Industry: Security Systems and Services     Law Firm: Skadden Arps     Sector: Services

RELEASE AND SETTLEMENT AGREEMENT, Parties: lojack corp , anjie china holdings limited , beijing lojack ki company ltd , beijing tracker technology  ltd , chinapac limited , kington beijing technology co ltd , kington holdings limited , location company limited  global team services ltd  beijing lojack ki electronic technology ltd , location group ltd , lojack corporation , lojack cyprus limited , lojack equipment ireland  limited , lojack operating company  lp , pinpoint vehicle holdings ltd , pinpoint vehicle services limited , pinpoint vehicles services limited
50 of the Top 250 law firms use our Products every day

Exhibit 10.1


 

RELEASE AND SETTLEMENT AGREEMENT

 

This RELEASE AND SETTLEMENT AGREEMENT ("Agreement"), dated as of September 22, 2009, is entered into among LoJack Equipment Ireland, Limited ("LoJack Ireland"), LoJack Corporation ("LoJack Corp."), LoJack Cyprus Limited a.k.a "AnJie China Holdings Limited" ("LoJack Cyprus") and LoJack Operating Company, L.P. (together, "LoJack Entities") and Kington Holdings Limited ("Kington"), Chinapac Limited ("Chinapac"), Pinpoint Vehicles Services Limited d.b.a. and a.k.a. "LoJack (HK)" ("PPVSL"), Pinpoint Vehicle Holdings Ltd. ("PPVHL"), The Location Group Ltd., The Location Company Limited, Global Team Services Ltd., Beijing LoJack Ki Electronic Technology Ltd. a.k.a. "Beijing LoJack Ki Company Ltd." ("LoJack Ki"), Beijing Tracker Technology, Ltd. ("Beijing Tracker"), Kington Beijing Technology Co. Ltd. ("Kington Beijing"), Michael Tang, Jonathan Lewis-Evans, Alexander Key and Martin Fairbairn (together, "Kington Entities").

 

                      WHEREAS, the LoJack Entities and the Kington Entities contemplated a stolen vehicle recovery business in the People’s Republic of China ("Mainland China Business");

 

                      WHEREAS, in November 2006, LoJack Ireland and Kington entered into a Technology License, Patent, Trademark and Supply Agreement for the Mainland China Business (the “License Agreement”);

 

                      WHEREAS, Kington and other Kington entities in conjunction with the License Agreement and the Mainland China Business actually or allegedly entered into the following agreements:

 

 

 

1.

Loan Agreement dated November 12, 2006, and an amendment thereto dated April 2, 2007 by and between LoJack Corp. and Chinapac ("Loan Agreement");

 

 

 

 

 

 

2.

Promissory Note in the amount of USD $750,000.00 dated November 12, 2006 from Kington as Borrower to LoJack Corp. ("Promissory Note");

 

 

 

 

 

 

3.

Secured Promissory Note in the amount of USD $750,000.00 dated November 12, 2006 from Chinapac as Borrower to LoJack Corp. ("Secured Promissory Note");

 

 

 

 

 

 

4.

Charge/Debenture dated November 12, 2006 between Chinapac as Borrower and LoJack Corp. as Lender ("Chinapac Charge/Debenture");

 

 

 

 

 

 

5.

Charge/Debenture dated November 12, 2006 (and allegedly reissued December 17, 2007) between PPVSL as Guarantor and LoJack Corp. as Lender ("PPVSL Charge/Debenture");

 

 

 

1


 

 

 

 

 

 

 

6.

Structure and Assets Pledge Letter dated November 12, 2006 from The Location Group Ltd., Global Team Services Ltd., The Location Company Limited, Chinapac, PPVHL, PPVSL and Kington to LoJack Corp. ("Pledge Letter");

 

 

 

 

 

 

7.

Warrant to Subscribe to Shares dated November 12, 2006 from Kington as the Company to LoJack as the Subscriber ("Warrant");

 

 

 

 

 

 

8.

Guarantee dated November 12, 2006 between PPVSL as Guarantor and LoJack Corp. as Lender ("PPVSL Guarantee");

 

 

 

 

 

 

9.

Consulting Agreements dated September 1, 2005 among Michael Tang, Jonathan Lewis-Evans, Alexander Key and LoJack Cyprus and LoJack Corp. ("Consulting Agreements");

 

 

 

 

 

 

10.

Settlement Agreement dated December 5, 2006 among LoJack Ireland, AnJie China Holdings Limited, LoJack Operating Company, L.P., Kington and Beijing LoJack Ki Company Ltd., among others ("DHCC Settlement Agreement"); and

 

 

 

 

 

 

11.

Agreement made on or about November 12, 2006 referenced in the Hong Kong Action defined below (together with the License Agreement, the "Parties' Agreements")  ("November 12 Agreement").

 

                      WHEREAS, LoJack Ki was formed in part to hold the license for the Mainland China Business radio frequency and then was designated to serve certain operational functions for Kington in connection with the Mainland China Business;

 

                      WHEREAS, Beijing Tracker was formed in part to provide certain services in connection with the Mainland China Business;

 

                      WHEREAS, Kington Beijing was formed in part to provide certain services in connection with the Mainland China Business;

 

                      WHEREAS, disputes have arisen among the parties hereto concerning the Parties' Agreements;

 

                      WHEREAS, Chinapac and Kington collectively owe the sum of approximately USD $953,762.86 with further interest to accrue at a rate of USD $54.79 per diem through closing to LoJack Corp., which interest will be waived at Closing;

 

                      WHEREAS,  LoJack Ireland and Kington are parties to a certain arbitration proceeding before the International Centre for Dispute Resolution of the American Arbitration Association, bearing case No. 50 133 T 00433 07 (the "Arbitration") concerning the termination of the License Agreement;

 

 

2


 

 

 

                      WHEREAS, LoJack Ireland and Kington are also parties to a certain proceeding before the United States District Court for the District of Massachusetts bearing Docket No. 1:09-11014 ("Federal Action");

 

                      WHEREAS, LoJack Corp. and Kington are parties to a certain proceeding before the Norfolk Superior Court in Dedham, Massachusetts bearing Docket No. 08-1815 ("Norfolk Action");

 

                      WHEREAS, LoJack Ireland, LoJack Corp., Kington, Chinapac and PPVSL are named as parties to a certain proceeding filed with the High Court of the Hong Kong Special Administrative Region, Action No. 1702 of 2009 ("Hong Kong Action");

 

                      WHEREAS, the parties wish to and have agreed to resolve, compromise, adjust, dispose of and finally settle all pending and any other potential claims and disputes among themselves, including those arising under the Parties' Agreements and in the Arbitration, the Federal Action, the Norfolk Action and the Hong Kong Action subject to the terms hereof; and

 

                      WHEREAS, PPVSL and PPVHL conduct a business for the sale of LoJack and LoJack Ireland products in Hong Kong pursuant to a license agreement between LoJack International Corporation and Regency 2000, Ltd. (now known as PPVSL) dated June 21, 1999 ("Hong Kong Business");

 

                      NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

 

 

 

1.

Closing .  The closing of the transactions contemplated hereby (the "Closing") will take place three (3) business days from the date of the last signature affixed to this Release and Settlement Agreement  or such other date as agreed to in writing by Kington and LoJack Ireland ("Closing Date").  At or prior to the Closing, all of the actions and payments required to be made pursuant to this Agreement specifically pursuant to Sections 2, 4(a), 5 and 6 shall have taken place and be fully effective.  Any such action or payment shall be ineffective and void, and subject to rescission, unless all such actions and payments shall have taken place and be fully effective.

 

 

 

 

 

 

2.

Actions Dismissed .  The Arbitration, Federal Action, Norfolk Action and Hong Kong Action (together, "Actions"), which the parties represent are the only actions between, among or against the Parties, shall be dismissed with prejudice, and the parties shall take all necessary steps to cause such dismissal of their respective claims, including filing mutually agreeable stipulations of dismissal.

 

 

3


 

 

 

 

 

 

The parties shall bear their own costs and attorneys' fees in connection with the above Actions and share equally the arbitrator's administrative costs and fees incurred in the Arbitration.

 

 

 

 

 

 

3.

Agreements Terminated . Effective as of the Closing Date following the satisfaction of all conditions to close contained in this Agreement, including pursuant to Sections 2, 4, 5 and 6 of this Agreement, the Loan Agreement, the Promissory Note, the Secured Promissory Note, the Chinapac Charge/Debenture, the PPVSL Guarantee, the Pledge Letter, the Warrant, the PPVSL Charge/Debenture, the Consulting Agreements, and the November 12, 2006 Agreement (together, the "Parties' Agreements") shall be deemed terminated and without any legal meaning or effect whatsoever as between the parties to this Release and Settlement Agreement.

 

 

 

 

 

 

4.

Return of Inventory and Equipment .

 

 

 

 

(a)

The Kington Entities shall convey, transfer, assign and deliver to LoJack Ireland all of the Kington Entities' right, title and interest in and to any and all system inventory and equipment acquired from a LoJack Entity or utilizing or incorporating LoJack patents or proprietary information ("Return"), provided however that, as a condition to Closing, the Return shall include only the inventory and equipment listed in Exhibit B under the heading "Available."  LoJack Ireland shall procure that its authorized representative at No. 7 Jiu Xian Qiao Bei Lu, Chao Yang Dist. Beijing collects the said inventory and equipment.

 

 

 

 

 

 

 

 

(b)

If, at the Closing, the Return shall not be complete, specifically with respect to the equipment listed in Exhibit B under the heading "Unavailable",the Kington Entities shall (i) pay at Closing to LoJack Ireland or its authorized representative the invoice price thereof; (ii) use all reasonable efforts to recover the same as soon as possible after Closing; (iii) transfer to LoJack Ireland all assets and rights, including all monies, received in respect of such inventory and equipment and hold inventory and equipment in trust for LoJack Ireland; (iv) not use the same for any purpose whatsoever; (v) not attempt to disassemble, copy, or reverse engineer the same; (vi) deliver the inventory and equipment to LoJack Ireland or its authorized representative at the address aforesaid against repayment of the invoice price thereof.

 

 

 

4


 

 

 

 

 

5.

Payment .

 

 

 

 

(a)

At Closing, LoJack Corp. shall pay Kington the sum of USD $9,125,000.00 and LoJack Ireland shall pay Kington the sum of USD $9,125,000.00 for a total, net of any and all deductions, of USD $18,250,000.

 

 

 

 

 

 

 

 

 

The payments shall be made by wire transfer to the IOLTA Account of Sally & Fitch LLP hereby designated by Kington and the payment shall be held, prior to closing, in escrow by a third-party Escrow Agent pursuant to an Escrow Agreement  and shall not be released by the Escrow Agent until after all other actions required to be taken pursuant to this Agreement, specifically pursuant to Section 2, 4(a) and 6, shall have taken place and be fully effective.

 

 

 

 

 

 

 

 

(b)

At Closing, LoJack Corp. shall deliver written documentation confirming the discharge and full forgiveness of any and all remaining balance of principal and interest due on (i) the Promissory Note in the original amount of USD $750,000.00 and (ii) the Secured Promissory Note in the original amount of USD $750,000.00.

 

 

 

6.

Releases .  The exchange among the parties of the consideration provided for herein shall constitute a full and final resolution of all disputes among them including any and all Claims based on any event or matter occurring on or before the effectiveness of these Releases, including, without limitation, any and all Claims based upon, arising out of, or related to or by reason of the Parties' Agreements and any of the transactions contemplated thereby, the subject matters of the Actions and the Hong Kong Business.  The Kington Entities hereby further agree to release any and all Claims based upon any event or matter occurring after the effectiveness of the Releases arising out of, related to, or by reason of the delivery by LoJack Ireland of alternative product(s) for the Hong Kong Business and the Kington Entities’ non-participation in and lack of access to the GTAC database.  At the Closing, the parties shall deliver executed copies of the releases attached as Exhibit A, which are part and parcel to this Agreement.

 

 

 

 

 

 

7.

Standstill.   Each of the Kington Entities agrees for a period of three (3) years commencing on the date hereof, not to, directly or indirectly, unless specifically requested to do so in advance by the Chief Executive Officer or board of directors of LoJack Corp. or except as expressly agreed to in writing by the parties:  (a) effect or seek, offer or propose publicly to effect, or publicly announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any

 

 

5


 

 

 

 

 

 

assets, indebtedness or businesses of LoJack Corp. or any of its affiliates, (ii) any tender or exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business combination involving LoJack Corp., any of its affiliates or any of the assets of LoJack Corp. or its affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to LoJack Corp. or any of its affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote any voting securities of LoJack Corp. or any of its affiliates or consents to any action from any holder of any voting securities of LoJack Corp. or any of its affiliates or seek to advise or influence any Person with respect to the voting of or the granting of any consent with respect to any voting securities of LoJack Corp.; (b) form, join or in any way participate in a “group” (as defined under the Securities Exchange Act of 1934, as amended) in connection with the voting securities of LoJack Corp. or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, board of directors or policies of LoJack Corp. or to obtain representation on the board of directors of LoJack Corp.; (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing; (e) request that LoJack Corp. or any of its Representatives amend or waive any provision of this paragraph, or make any public announcement with respect to the restrictions of this paragraph, or take any action which would reasonably be expected to require LoJack Corp. make a public announcement regarding the possibility of a business combination or merger; or (f) advise, assist or encourage, or direct any person to advise, assist or encourage any other persons, in connection with any of the foregoing.  “ Person ” shall be broadly interpreted to include, without limitation, the media and any individual, corporation, company, partnership, limited liability company, or other entity or group.  As used in this Agreement, the term “ affiliate ” shall mean any other Person that directly, or indirectly through one or more intermediates, controls, is controlled by, or is under common control with, such Person.  “ Representatives ” shall mean, collectively, a party’s directors, officers, affiliates, employees, agents, representatives, accountants, financial, legal and other advisors, or potential debt or equity financing sources.

 

 

 

 

 

 

8.

Representations.   The Kington Entities represent as follows as of the date hereof and through the Closing:

 

 

 

 

 

 

 

  (a)

  There are no third-party outstanding judgment, order, writ, injunction, settlement, decree, litigation, claims, actions, suits, charges, complaints, arbitrations, proceedings or governmental investigations, pending or threatened against the Kington Entities, any of their subsidiaries, respective directors, officers or employees in their respective capacities as such, arising out of, resulting from and/or in connection in any matter

 

 

 

6


 

 

 

 

 

 

 

whatsoever with the Kington Entities' (1) establishment and operation of the Mainland China system, (2) sale and installation of any products for the Mainland China business, (3) conduct of the Mainland China Business, and (4) the Parties' Agreements.

 

 

 

 

 

 

 

 

  (b)

Other than with respect to the Hong Kong Business, the Kington Entities have had no communications with, and have received no information from, employees of the LoJack Entities other than Richard Riley and Ronald Waters


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more