TERMINATION AND MUTUAL RELEASE AGREEMENT
This
TERMINATION AND MUTUAL RELEASE AGREEMENT (“Agreement”) is made and entered into
effective as of November 3, 2008, by and between CHINA
TEL GROUP, INC.,
a
Nevada corporation (“CHTL”), and ASIA
SPECIAL SITUATION ACQUISITION CORPORATION,
a
Cayman Islands corporation (“ASSAC”). CHTL and ASSAC shall be individually
referred to as a “Party” and collectively referred to herein as the
“Parties”.
RECITALS
WHEREAS,
the
Parties have entered into that certain Stock Purchase Agreement dated
July 8, 2008 and as amended and restated as of August 4, 2008
(collectively, the “Stock Purchase Agreement”);and
WHEREAS,
the Parties have entered into that certain Agreement and Plan of Merger, dated
July 8, 2008 (the “Merger Agreement”); and
WHEREAS,
the
Parties desire to terminate the Stock Purchase Agreement and to generally and
mutually release each other from any and all claims one may have against the
other, in accordance with the terms of this Agreement.
NOW,
THEREFORE,
for the
valuable consideration described herein, the adequacy of which is hereby
expressly acknowledged, the Parties hereto hereby agree as follows:
AGREEMENT
1. Termination
of Stock Purchase Agreement.
The
Parties hereto hereby mutually agree that the Stock Purchase Agreement and
the
Merger Agreement is hereby terminated. Neither Party shall be further obligated
under the Stock Purchase Agreement and/or the Merger Agreement and there is
no
further expectation on the part of either Party that the other Party shall
perform under the terms of the Stock Purchase Agreement and/or the Merger
Agreement.
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2. Release
by CHTL.
Except
for the obligations created under this Agreement, CHTL hereby releases on its
own behalf and on behalf of all of its affiliated companies, predecessors,
successors, and assigns and any of its past or present officers, directors,
employees, agents, managers, members, partners, shareholders, principals, or
representatives, ASSAC and any of its predecessors, successors, and assigns
and
any of its past or present officers, directors, employees, agents, managers,
members, partners, shareholders, principals, or representatives, from any and
all rights, claims, liabilities, demands, actions, proceedings, causes of
action, in law or in equity, by reason of any matter, event, cause or thing
whatsoever, including, but not limited to the obligations of ASSAC under the
Stock Purchase Agreement and/or the Merger Agreement.
3. Release
by ASSAC.
Except
for the obligations created under this Agreement, ASSAC hereby releases on
its
own behalf and on behalf of all of its predecessors, successors, and assigns
and
any of its past or present officers, directors, employees, agents, managers,
members, partners, shareholders, principals, or representatives, CHTL and any
of
its affiliated companies, predecessors, successors, and assigns and any of
its
past or present officers, directors, employees, agents, managers, members,
partners, shareholders, principals, or representatives, from any and all rights,
claims, liabilities, demands, actions, proceedings, causes of action, in law
or
in equity, by reason of any matter, event, cause or thing whatsoever, including,
but not limited to the obligations of CHTL under the Stock Purchase Agreement
and/or the Merger Agreement.
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4. Section
1542 Waiver.
The
Parties and each of them expressly waive all rights and benefits under Section
1542 of the California Civil Code, or any similar provision under any other
applicable state or federal law, which provides as follows:
“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.”
Each
of
the Parties acknowledges that they have been advised by their respective
attorneys concerning and are familiar with the above provisions of California
Civil Code Section 1542.
5. Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding between the Parties
with respect to the settlement and compromise of the matters set forth herein.
All prior and contemporaneous conversations, negotiations, possible and/or
alleged agreements, representations, covenants and warranties between the
parties hereto are merged herein. This Agreement may be changed only with the
mutual written consent of all Parties.
6. No
Admission.
Nothing
in this Agreement is to be construed as an admission of wrongdoing or liability
by any Party hereto, as such wrongdoing or liability is expressly denied, and
no
finding thereof has been made by any arbitrator, court or other tribunal. There
are no allegations on the part of either Party of any wrongdoing or liability
attributed to the actions or inactions of the other Party.
7. Acknowledgement
of Understanding and Legal Representation.
Each
Party hereto acknowledges that it has been represented by competent legal
counsel of its own choosing, in connection with the negotiation, drafting,
and
execution of this Agreement. Accordingly, the language used in this Agreement
will be deemed to be language chosen by all Parties hereto to express their
mutual intent, and no rule of strict construction against any Party hereto
will
apply to any term or condition of this Agreement. Each Party represents and
warrants that it has read and fully understands and agrees to all provisions
contained herein, and that it has entered into this Agreement voluntarily as
its
free act and deed. Each of the undersigned Parties and their counsel has each
reviewed this Agreement, and the rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall not be employed
in the interpretation of the Agreement. Each Party further represents and
warrants that its claims which are the subject of this Agreement have not been
alienated or assigned to any person or entity not a Party to this Agreement
and
are not now nor ever have been at issue in any bankruptcy proceedings.
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8. Costs.
Unless
expressly set forth herein, the Parties agree that each Party will bear its
own
costs and attorneys’ fees with respect to this matter, including the costs and
fees associated with the preparation and execution of this
Agreement.
9. Severance.
Any
provision of this Agreement that is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability only, without
invalidating the remaining provisions hereof.
10. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be one and the same instrument.
11. Dispute
Resolution.
In the
event of a dispute related to or arising from the terms of this Agreement,
such
dispute: (i) shall be resolved before the American Arbitration Association
in
Orange County, California; (ii) the prevailing Party shall be entitled to all
attorneys fees and costs and (iii) the Parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of
the
State of California, without regard to choice of law principles.
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12.Signatures.
Each
Party represents and warrants that the person signing this Agreement on its
behalf is fully authorized and empowered to do so. Signatures provided by
facsimile shall be deemed original signatures and shall be binding signatures
in
all respects.
[This
page intentionally left blank. Signature page to
follow.]
EXHIBIT
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date set forth at the
beginning of this Agreement.
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CHTL
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ASSAC
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CHINA
TEL GROUP, INC.,
a
Nevada corporation
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ASIA
SPECIAL SITUATON ACQUISITON CORP.,
a
Cayman Islands corporation
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By
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/s/
Xxxxxx Xxxxxxx
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By
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/s/
Xxxx X. Xxxxx
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Xxxxxx
Xxxxxxx
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Xxxx
X. Xxxxx
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Print
Name
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Print
Name
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Its
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Chief
Executive Officer
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Its
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President
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Title
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Title
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EXHIBIT
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