Exhibit 10.27
SETTLEMENT AND MUTUAL RELEASE AGREEMENT |
This Settlement and Mutual Release Agreement (the “Agreement”) is made by and
between UMED Holdings, Inc. (“UMED”), on one hand, and Mamaki Tea, Inc., Mamaki of
Hawaii, Inc., Hawaiian Beverages, Inc. (“HBI”), Curtis Borman, Individually and d/b/a
Hawaiian Beverages, Inc., and Lee Jenison, Individually and d/b/a Hawaiian Beverages, Inc.
(collectively, the “Mamaki Defendants”), on the other hand. UMED and the Mamaki
Defendants are sometimes hereinafter collectively referred to as the “Parties” and may be
referenced singularly as a “Party.”
RECITALS
This Agreement is made by and entered into among the Parties for the following purposes
and with reference to the following facts:
WHEREAS, on or about October 29, 2015, UMED, on one hand, and Mamaki of
Hawaii, Inc. and HBI, on the other hand, entered into a Stock Purchase Agreement (the
“Purchase Agreement”) wherein UMED sold its 100% interest in Mamaki of Hawaii, Inc. to HBI
for $700,000 (along with the assumption of certain liabilities);
WHEREAS, UMED was not paid $450,000 of the payments required imder the Purchase
Agreement;
WHEREAS, UMED filed suit against Mamaki of Hawaii, Inc., Hawaiian Beverages,
Inc., Curtis Borman, Individually and d/b/a Hawaiian Beverages, Inc., and Lee Jenison,
Individually and d/b/a Hawaiian Beverages, Inc. in the lawsuit styledUMED Holdings, Inc. v.
Mamaki of Hawaii, Inc., et. al.; Cause No. DC-16-004718 in the District Court of Dallas County,
Texas, 193^** Judicial District, seeking payment of the obligations required in the Purchase
Agreement (the “UMED Lawsuit”);
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WHEREAS, the Mamaki Defendants deny and any all liability for the claims asserted |
against them in the UMED Lawsuit; WHEREAS, Mamaki Tea, Inc., Mamaki Tea of Hawaii, Inc. and Curt Borman filed WHEREAS, UMED denies and any all liability for the claims asserted against it in the WHEREAS, the Parties desire to avoid the uncertainty, inconvenience and expense of AGREEMENT In consideration of the representations and mutual promises contained in this Agreement,
1.0Payment Obligations
1.1. If none of the tea inventory that was removed from the Mamaki Defendants’ facility 1.2. Should any of the tea inventory that was removed firom the Mamaki Defendants’ |
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Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall pay UMED by check made 1.3. Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall pay 1.4. If Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. fail to |
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section, the Mamaki Defendants agree to provide the documents and do all things necessary to 1.5. If Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. pay the 2.0Mutual Release 2.1. Upon execution of this Agreement, UMED and its owners, partners, officers, |
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representatives, agents, servants, employees, attorneys, and all parent, sister, related and 2.2. Upon execution of this Agreement, the Mamaki Defendants and their owners, |
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Notwithstanding the foregoing, the Mamaki Defendants do not release UMED from its 3.0Dismissal of Action
Within ten (10) days following execution of the Agreement, the Parties will execute and 4.0Unlocking of UMED Shares Within 7 days of execution of the Agreement, UMED will release the restrictions on all 5.0Indemnification Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall defend, |
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6.0No Admission of Liability The Parties agree that the execution of this Agreement and any action taken pursuant to 7.0Representation of Capacity to Execute The xindersigned represent and warrant that they are authorized to execute this 8.0Binding Effect This Agreement shall be binding upon and shall inure to the benefit of the Parties to this 9.0No Assignment of Claims The Parties respectively represent and warrant that none of the claims, defenses, 10.0Attorneys’ Fees. Costs, and Expenses Attorneys’ fees, costs, and expenses incurred by any Party shall be borne by the Party incurring same. 11.0Merger Clause and Amendments This Agreement supersedes all prior negotiations, oral agreements and understandings |
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12.0Agreement Voluntarily Entered into bv Each of the Parties
This Agreement is executed voluntarily by each of the Parties without any duress or undue influence on the part, or on behalf, of any of them. The Parties represent to each other that
13.0Confidentiality The Parties to this Agreement agree that the terms and conditions of this Agreement are |
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14.0Execution in Counterparts |
This Agreement may be signed in multiple counterparts, and the separate signature pages 15.0Choice of Law and Venue It is understood and agreed that this Agreement shall be governed by, construed and 16.0Headings and Numbering Any paragraph, article, and/or section headings or paragraph numbers used in this 17.0Severability If any of the provisions of this Agreement, or the application thereof, shall, for any reason |
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set |
forth opposite the respective signatures below. By: _______________________________ Its: ____________________________ Date: ______________ |
MAMAKI OF HAWAII, INC. |
By: |
Its: |
Date: |
HAWAIIAN BEVERAGES, INC. |
By: Its: |
Date:/320/7 CURTIS BORMAN By: Date: LEE JENI5 By: |
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