RELEASE AND SETTLEMENT AGREEMENT
This
Release and Settlement Agreement ("Settlement Agreement") is dated this 12th day of
December, 2008 by and between Coloured (US) Inc., a Nevada corporation (“COUS”)
and Karada Ltd., a company incorporated in the Republic of the Xxxxxxxx Islands
(“KL”).
WHEREAS, on November 28, 2008, COUS and
KL verbally agreed to settle the debt (the “Debt”) due and owing to KL by COUS
with the issuance of restricted shares in lieu of cash;
WHEREAS,
the parties hereto wish to memorialize the aforementioned verbal agreement in
writing with this Settlement Agreement; and
WHEREAS,
COUS has proposed to pay to KL, in lieu of cash, restricted shares (the
“Shares”), in the amount set forth below, of the common stock of COUS in full
satisfaction and discharge of the debt (the “Debt”) due and owing to KL by COUS,
and KL has agreed to accept the Shares in lieu of cash for settlement of the
Debt pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the promises and conditions set forth herein, the sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Release
of COUS by KL. In exchange for, (i)
payment to KL by COUS of 34,845,950 restricted shares (collectively, the
“Shares” as indicated above) of the Company, pursuant to Regulation S of the
Securities Act of 1933 (the “Act”), with the Shares being valued at $0.001 each,
representing the last closing price of COUS’s common stock, for a total amount
of USD$34,845.95, which represents an amount equal to the principal and accrued
interest of the Debt, the receipt of which is acknowledged by affixing KL’s
signature herein. KL hereby fully, forever, irrevocably and unconditionally
releases, remises and discharges COUS and its subsidiaries and affiliates and
each of their current or former officers, directors, stockholders, attorneys,
agents, or employees (collectively, the "COUS Released Parties") from any and
all claims, charges, complaints, demands, actions, causes of action, suits,
rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations,
liabilities and expenses (including attorneys' fees and costs), of every kind
and nature, known or unknown, which he ever had or now has against the COUS
Released Parties including, but not limited to, all claims arising out of KL's
business dealings, all common law claims including, but not limited to, actions
in tort, defamation, breach of contract and any claims under any other federal,
state or local statutes or ordinances not expressly referenced
above.
2. Release
of KL by COUS. In exchange for KL's
forbearance of asserting certain claims against COUS, COUS hereby fully,
forever, irrevocably and unconditionally releases, remises and discharges KL
from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including attorneys' fees and
costs) of every kind and nature, known or unknown, which COUS has against KL
including all common law claims including, but not limited to, actions in tort,
defamation, and breach of contract and any claims under any other federal, state
or local statutes or ordinances.
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3. Confidentiality. The
parties hereto understand and agree that the terms and contents of this
Agreement, and the contents of the negotiations and discussions resulting in
this Agreement, shall be maintained as confidential, and none of the above shall
be disclosed except to the extent required by federal or state law.
4. Amendment. This
Agreement shall be binding upon the parties and may not be modified in any
manner, except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties
hereto. This agreement is binding upon and shall inure to the benefit
of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.
5. Entire
Agreement and Applicable Law. This Agreement contains and
constitutes the entire understanding and agreement between the parties hereto
with respect to the settlement of claims the parties have against each
other. This Agreement cancels all previous oral and written
negotiations, agreements, commitments, and writings in connection
therewith. This Agreement shall be governed by the laws of the
province of British Columbia to the extent not preempted by provincial
law.
6. Acknowledgments
and Assent. KL acknowledges that it
was advised to consult with an attorney prior to signing this Settlement
Agreement. KL agrees that it has read this Settlement Agreement and understands
the content herein, and freely and voluntarily assents to all of the terms
herein.
7. Severability. The provisions of
this Settlement Agreement shall be severable, so that the unenforceability,
validity or legality of any one provision shall not affect the enforceability,
validity or legality of the remaining provisions hereof.
8. Joint
Drafting. This Settlement
Agreement shall be deemed to have been drafted jointly by the Parties hereto,
and no inference or interpretation against any one party shall be made solely by
virtue of such party allegedly having been the draftsperson of this Settlement
Agreement.
9. Denial of
Liability. COUS
and KL each understand and agree that this Settlement Agreement shall not be
construed as an admission of liability on the part of any person, firm,
corporation, or other entity released, liability being expressly
denied.
10. Nonreliance. The undersigned
Parties agree that they expressly assume all risk that the facts or law may be,
or become, different that the facts or law as presently believed by
them. COUS and KL have each conducted extensive, sufficient and
appropriate due diligence with respect to the facts and circumstances
surrounding and related to this Settlement Agreement. COUS and KL
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other party, in any way relating to the subject matter of this Settlement
Agreement.
11. Covenant
Not to Xxx. COUS and KL each covenant with the other never to
institute or participate in any administrative proceeding, suit or action, at
law or in equity, against each other by reason of any claim released in this
Settlement Agreement.
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12. Piggy-Back
Registration Rights. If at any time subsequent to the execution of this
Agreement, the Company shall determine to prepare and file with the Securities
and Exchange Commission a registration statement relating to an offering for its
own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall include in such registration statement all
or any part of such Securities described herein that are being issued to KL
under this Settlement Agreement, although the Company shall not be required to
register any Securities that are being issued to KL under this Settlement
Agreement that are eligible for resale pursuant to Rule 144(k) promulgated under
the Securities Act.
13. Counterparts. This
Agreement may be executed in any one or more counterparts, all of which taken
together shall constitute one instrument.
14. Facsimile
Signature. It is expressly agreed to that the parties may
execute this Agreement via facsimile signature and such facsimile signature
pages shall be treated as the originals for all purposes.
IN
WITNESS WHEREOF, the parties hereto have executed this Release and Settlement
Agreement as of the date set forth above.
__________________________________
Lars
Brammvall, President & Director
Karada
Ltd.
_________________________________________
Name:
Title:
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