SELLERS' RELEASE
This Sellers' Release ("Release") is executed and delivered in
accordance with Section 2.3(a)(ii) of that certain Purchase Agreement dated June
__, 2001 ("Agreement"), by Fishing Buddy, Inc., a Nevada corporation ("Buyer"),
and Xxxx Xxxxxx and Xxxxx Xxxxx, (collectively, "Sellers"). Capitalized terms
used in this Release without definition have the respective meanings given to
them in the Agreement.
Each Seller acknowledges that execution and delivery of this Release is
a condition to Buyer's obligation to purchase the units of membership interest
in Fishing Buddy LLC pursuant to the Agreement and that Buyer is relying on this
Release in consummating such purchase.
Each Seller, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged and intending to be obligated
legally, in order to induce Buyer to purchase the units of membership interest
in Fishing Buddy LLC pursuant to the Agreement, hereby agrees as follows:
Each Seller, on behalf of himself and each of his Related Persons,
hereby forever and irrevocably releases, acquits and discharges the Buyer and
Fishing Buddy LLC, and each of them, and each of their respective individual,
joint or mutual, past, present and future Representatives, affiliates,
stockholders, controlling persons, Subsidiaries, successors and assigns
(individually, a "Releasee" and, collectively, "Releasees") from any and all
claims, demands, Proceedings, causes of action, Orders, obligations, Contracts,
debts and liabilities whatsoever, whether known or unknown, suspected or
unsuspected, both at law and in equity, which such Seller or any of such
Seller's Related Persons now has, have ever had or may hereafter have against
the Releasees resulting contemporaneously from or prior to the Effective Date or
on account of or resulting from any matter, cause or event occurring
contemporaneously with or prior to the Effective Date, including, but not
limited to, any rights to indemnification or reimbursement from Fishing Buddy
LLC, whether pursuant to its Organizational Documents, Contract or otherwise and
whether or not relating to claims pending on, or asserted after, the Effective
Date; provided, however, that nothing specified in this Release shall operate to
release any obligations of Buyer created by the Agreement.
Each Seller hereby irrevocably shall refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any Proceeding against any Releasee, based upon any matter
released or purported to be released by this Release.
Without in any way limiting any of the rights and remedies otherwise
available to any Releasee, each Seller, jointly and severally, shall indemnify
and hold harmless each Releasee from and against all loss, liability, claim,
damage (including incidental and consequential damages) or expense (including
costs of investigation and defense and reasonable attorney's fees) whether or
not involving third party claims, resulting directly or indirectly from or in
connection with (i) the assertion by or on behalf of such Seller or any of such
Seller's Related Persons of any claim or other matter purported to be released
pursuant to this Release and (ii) the assertion by any third party of any claim
or demand against any Releasee which claim or demand resulting directly or
indirectly from, or in connection with, any assertion by or on behalf of such
Seller or any of such Seller's Related Persons against such third party of any
claims or other matters purported to be released pursuant to this Release.
Each Seller, on behalf of himself and each of his Related Persons,
agrees that there is a risk that, subsequent to the execution and delivery of
this Release, losses, damages or injuries might be incurred which are unknown or
unanticipated, for whatever reason, at the time of the execution and delivery of
this Release. It is specifically agreed however, that the releases specified in
this Release are fully and completely effective regardless of any present lack
of knowledge on the part of any party as to any claims, charges, complaints,
liabilities, obligations, debts, suits, demands, grievances, losses, damages,
injuries costs, expenses, rights, actions or causes of action, or as to any
possible fact or circumstance relating in any manner to the matters for which
the releases specified in this Releases are made. Each Seller voluntarily,
intentionally and expressly forever and irrevocably waives the benefits and
provisions of Section 1542 of the Civil Code of the State of California, and any
similar law of any state or territory of the United States of America or other
jurisdiction. Specifically, that Section 1542 specifies as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECTUTING THE RELEASE
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
If any provision of this Release is determined to invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Release will remain in full force and effect. Any provision of this Release
determined to invalid or unenforceable only in part will remain in full force
and effect to the extent not determined to be invalid or unenforceable.
This Release may not be changed except in a writing signed by the
person(s) against whose interest such change shall operate. This Release shall
be governed by and construed pursuant to the laws of the State of Nevada,
without regard to principles of conflicts of law, and in furtherance of such
purpose the undersigned stipulates that this Release was entered into in the
State of California.
All words used in this Release will be construed to be of such gender
or number as the circumstances require.
IN WITNESS WHEREOF, each of the undersigned have executed and delivered this
Release effective as of the 5th day of July 2001.
/s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxx
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Xxxx Xxxxxx Xxxxx Xxxxx
