EXHIBIT A TERMINATION & RELEASE AGREEMENT
EXHIBIT
A
TERMINATION
& RELEASE AGREEMENT
THIS
TERMINATION & RELEASE AGREEMENT MADE
this
17th
day of
October 2005 by and between Sovereign
Exploration Associates International Inc.,
a
Pennsylvania corporation with offices at 000 Xxxxxxxxxx Xxx., Xxx 0X, Xxxxxxx,
XX 00000 (“SEAI”).
AND
Xxxxxxx
Xxxxxxxxx, Xxxxx X. Xxxxxxx (Xxxxxxxxx and Xxxxxxx collectively “Management”)
and KMA Capital Partners Ltd. (“KMA”)
individuals and a Florida LP located in Orlando, Florida. Management,
KMA and
SEAI
collectively referred to as Parties.
WHEREAS,
SEAI
entered
into an Exchange Agreement of even date with CALI Holdings Inc. to exchange
SEAI
for 90%
ownership of CALI Holdings Inc. (the “Exchange” or “Exchange Agreement”) a
publicly traded investment company (“CALI”), and
WHEREAS,
Management
and
KMA
consists
of the management and consultants for and to CALI , and
WHEREAS,
Management
and
KMA
require
termination payments in connection with foregoing the management of CALI after
the Closing of the Exchange, and
WHEREAS,
the
respective representatives of Management,
KMA
and
SEAI
have had
certain discussions regarding the Exchange and the termination of the contracts
and the ownership interests of Management
and KMA
in CALI
after the Exchange which the Parties
now wish
to reduce to writing in this Agreement.
NOW,
THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES, REPRESENTATIONS, AND
COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION,
THE PARTIES
AGREE AS FOLLOWS:
Article
1. Termination.
At
Closing SEAI
(or its
agents and nominees) shall pay to Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxx and KMA,
in total the sum of Six Hundred Thousand and no/100 dollars ($600,000) in
complete termination and release of the Executive Management contracts from
CALI
to Xxxxxxxxx and Xxxxxxx and the consulting contract of CALI to KMA. Three
Hundred Thousand ($300,000) shall be payable at Closing in wire transfer and
the
balance of $300,000 shall be paid on or before March 30, 2006.
Article
2. Closing
& Contingency .
The
Closing shall take place at the offices of CALI,
or
at
such other time and place as the Parties mutually agree upon, but in no event
later than October 17, 2005 (the “Closing”). The Parties agree that in the event
the Exchange Agreement does not close for any reason then this Agreement shall
be null and void and without any liability whatsoever to either Party and
without Notice to any Party and shall simply terminate by the passage of
time.
Article
3. Equity.
As part
of said Termination and Release, at Closing, Xxxxxxxxx, Xxxxxxx and KMA shall
receive a total of Five percent (5%) of common stock in CALI in the form of
free
trading Reg. E stock.
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SEAI
Initials _____
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Mgmt
Initials _____
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Article
4. Default
and Cure.
In the
event a Party to this Agreement, fails or refuses to perform its respective
obligations under this Agreement in a timely manner, then one Party may give
Notice hereunder to the defaulting Party of default hereunder (“Default
Notice”). Said Default Notice shall set forth with sufficient specificity and
particularity the details of said default. The Party to whom said Default Notice
is given shall have Thirty (30) days from the date of the delivery of the
Default Notice to either (a) cure the deficiencies set forth in the Default
Notice or (b) give written Reply to the Notice setting forth with particularity
the reasons for the nonexistence of default or inability to cure the default(s).
In the event the default(s) is not cured and the Parties cannot resolve their
dispute through negotiations within Thirty (30) days of the Reply, then the
Parties shall submit the dispute to binding arbitration under this
Agreement.
Article
5. Term,
Termination and Effective Date.
The
effective date of this Agreement shall be from and after execution. This
Agreement shall remain in full force and effect, unless terminated by mutual
agreement of the Parties
or terminated by the passage of time under Article 2.
Article
6. Legal
Counsel.
Both
Parties
hereby
acknowledge and agree they had full opportunity to seek legal counsel of their
own choosing prior to execution of this Agreement.
Article
7.
Securities
Laws and Regulation and Taxation .
Both
Parties hereby agree and acknowledge that the transfer of securities pursuant
to
this Agreement shall constitute an exempt under Sec 23 of the ICA.
Article
8. Brokers
and Indemnity.
Both
Parties
hereby
acknowledge and agree that there are no brokers, agents, or finders entitled
to
compensation or commission upon the closing of this Agreement, including but
not
limited to Xxx Xxxxxxx. SEAI.
shall
indemnify and hold harmless Management
and KMA
for any
and all liability against a claim arising from a broker or agent.
Article
9. Costs.
The
Parties
shall
bear their own legal and other costs in connection with the making and closing
of this Agreement.
Article
10. STANDARD
TERMS and CONDITIONS and EXHIBITS.
THE PARTIES AGREE “M” ATTACHED HERETO ON STANDARD TERMS AND CONDITIONS ARE
DEEMED PART OF THIS AGREEMENT FOR ALL PURPOSES AS THOUGH FULLY SET FORTH HEREIN.
FURTHER, THE PARTIES AGREE AND ACKNOWLEDGE THAT ANY OTHER EXHIBITS, ATTACHMENTS,
OR SCHEDULES THAT ARE MADE A PART OF THIS AGREEMENT OR PROVIDED IN CONNECTION
WITH THIS AGREEMENT ARE DEEMED TO BE A PART OF THIS AGREEMENT FOR ALL
PURPOSES.
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SEAI
Initials _____
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Mgmt
Initials _____
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IN
WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS EXCHANGE AGREEMENT TO BE EXECUTED
IN THEIR NAMES AND/OR BY AND THROUGH THEIR PROPERLY AND DULY AUTHORIZED
REPRESENTATIVES ON THE DATE FIRST ABOVE WRITTEN.
SEAI:
Sovereign
Exploration Associates International Inc.
By______________________________
Xxxxxx
X. Xxxx
CEO
Management
___________________________
Xxxxx
X.
Xxxxxxx
___________________________
Xxxxxxx
Xxxxxxxxx
KMA
KMA
Capital Partners Ltd.
_________________________
Xxxxx
Xxxxxxxxx
General
Partner
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SEAI
Initials _____
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Mgmt
Initials _____
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