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EXHIBIT 6.31
TERMINATION AGREEMENT, DATED APRIL 15, 1997,
BY AND BETWEEN THE COMPANY AND XXXXXX XXXXX
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is dated as of April
15, 1997, and is entered by and between Sequester Holdings, Incorporated
(formerly, KCD Holdings Incorporated), a Nevada corporation (the "Company"), and
Deerfield Corporation, a California corporation ("Deerfield").
WHEREAS, the Company and Deerfield have entered into that certain
Common Stock Purchase Agreement dated as of August 7, 1996 (the "Stock
Agreement"), which provides that Deerfield buy 250,000 shares of the Company's
common stock for $0.002 per share in three separate closings in August 1996,
August 1997 and August 1998, in blocks of 150,000, 50,000, and 50,000 shares,
respectively; and
WHEREAS, the Stock Agreement provides that the shares purchased by
Deerfield thereunder shall not vest for a period of two years from the date of
each closing and that the Company has the right to repurchase all or any portion
of the shares sold to Deerfield for $0.002 per share before they are vested; and
WHEREAS, pursuant to the Stock Agreement, the Company has sold the
first installment of 150,000 shares to Deerfield for $300.00, none of which
shares is currently vested (the "Shares"); and
WHEREAS, by letter agreement dated June 28, 1996, Deerfield has
been retained as a consultant to perform advertising, design and marketing
services for the Company at a rate of $600 per day plus expenses (the
"Consulting Agreement"); and
WHEREAS, subject to the terms hereof, Deerfield desires to sell the
Shares back to the Company for $300.00 and to terminate its remaining rights and
obligations under the Stock Agreement and Consulting Agreement, and Company is
willing to repurchase the Shares and terminate such agreements and desires to
enter a new consulting agreement directly with Xxxxxx X. Xxxxx, the sole
shareholder of Deerfield;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, the parties agree as follows:
42. Repurchase of Shares. The Company agrees to repurchase the Shares from
Deerfield, and Deerfield agrees to sell the Shares to the Company, for an
aggregate purchase price of $300.00 ($0.002 per share). Deerfield shall deliver
any stock certificate or certificates evidencing the Shares to the Company for
cancellation.
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43. Termination of Stock Agreement. The parties agree that the Stock
Agreement is hereby terminated and that each party's rights and obligations
thereunder shall terminate as of the date hereof.
44. Termination of Consulting Agreement. The parties agree that the
Consulting Agreement is hereby terminated and that each party's rights and
obligations thereunder shall terminate as of the date hereof, except with
respect to any sums owing by Company to Deerfield under the Consulting Agreement
for services rendered prior to the date hereof.
45. Release of Deerfield. Deerfield hereby unconditionally and irrevocably
releases, discharges, waives and renounces any and all rights, benefits, claims,
actions and causes of action, counterclaims, third-party claims, offsets,
demands, affirmative defenses, debts, controversies, contracts, promises,
damages, costs, losses and expenses of every kind, character and description
whatsoever, liquidated or unliquidated, known or unknown, whether matured or
unmatured (collectively "Claims") arising under or relating to the Stock
Agreement or the Consulting Agreement, except with respect to any Claims arising
under the Consulting Agreement for services rendered prior to the date hereof.
In connection with the foregoing release, Deerfield waives and relinquishes all
rights and benefits conferred by California Civil Code Section 1542, which
provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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."
46. Release of Company. The Company hereby unconditionally and irrevocably
releases, discharges, waives and renounces any and all Claims arising under or
relating to the Stock Agreement or the Consulting Agreement. In connection with
the foregoing release, the Company waives and relinquishes all rights and
benefits conferred by California Civil Code Section 1542, which provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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."
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47. Integration. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
subject matter hereof, and contains all of the covenants and agreements between
the parties with respect to such subject matter.
48. Governing Law. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of California, without giving effect to
the principles of choice of laws or conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Termination Agreement as of the date first above written.
"Company"
SEQUESTER HOLDINGS, INCORPORATED
By: ______________________________________
Title: ___________________________________
"Deerfield"
DEERFIELD CORPORATION"
By: ______________________________________
Xxxxxx X. Xxxxx
President
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