RELEASE AGREEMENT
This RELEASE AGREEMENT ("Agreement") made and entered into effective the
1st day of June, 1998, by and among CARIBBEAN CIGAR COMPANY, a Florida
corporation (the "Company"). ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇
("▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇").
RECITALS:
A. WHEREAS, the Company, Farrell, Doyle, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ are parties
to that certain agreement ("▇▇▇▇▇▇▇ Agreement") dated March 31, 1998, pursuant
to which, among other things, ▇▇▇▇▇▇▇ was appointed as Chairman, President and
Chief Executive Officer, and to grant the Company a general release;
B. WHEREAS, ▇▇▇▇▇▇▇ has submitted his resignation as a member of the Board
of Directors of the Company and as its Chairman, President and Chief Executive
Officer, and to grant the Company a general release;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions contained herein, the Company, Farrell, Doyle, ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇▇ agree as follows:
1. Resignation. By execution hereof, ▇▇▇▇▇▇▇ hereby resigns as a member of
the Board of Directors of the Company and as its Chairman, President and Chief
Executive Officer. The Company hereby accepts this resignation.
2. Termination. ▇▇▇▇▇▇▇, the Company, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ agree
that the ▇▇▇▇▇▇▇ Agreement is hereby terminated in its entirety, and that no
party to this Agreement shall have any responsibility or obligation thereunder.
Without limiting the generality of the foregoing, it is agreed that ▇▇▇▇▇▇▇
shall not be entitled to any payments from the Company under the ▇▇▇▇▇▇▇
Agreement or to any shares of Common Stock or stock options or other securities
by reason of the ▇▇▇▇▇▇▇ Agreement. ▇▇▇▇▇▇▇ acknowledges that the Company has
not completed the authorization or issuance to ▇▇▇▇▇▇▇ of the shares described
in Section 3 of the ▇▇▇▇▇▇▇ Agreement and ▇▇▇▇▇▇▇ acknowledges and agrees that
he shall not be entitled to receive any such shares, and the Company
acknowledges and agrees that it shall not be entitled to any payment in respect
thereof from ▇▇▇▇▇▇▇. Any promissory note executed or delivered by ▇▇▇▇▇▇▇ is
hereby canceled.
3. General Releases.
(a) ▇▇▇▇▇▇▇, for himself and his predecessors, successors, assigns, heirs,
executors and administrators (collectively "Releasor"), does hereby remise,
release and forever discharge the Company and its officers, directors,
employees, agents, shareholders and affiliates, and their respective
predecessors, successors, assigns, heirs, executors and administrators
(collectively "Releases") of and from any and all manner of actions and causes
of actions, suits, debts, claims and
demands whatsoever at law or in equity, known or unknown, actual or contingent,
including but not limited to any claims which have been asserted, or could be
asserted now or in the future, against any Releases which Releasor ever had or
now have or in the future may have, by reason of any matter, cause of thing
arising out of the ▇▇▇▇▇▇▇ Agreement, or for any other matter related or
incident to any of the foregoing. Notwithstanding the foregoing, the Releasor do
not release the Company with respect to the obligations of the Company under
this Agreement. The Releasor further covenant and agree that they will not
engage in any communications which shall disparage the Company or interfere with
the Company's existing or future business or investor relationships.
(b) The Company, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, for themselves and their
predecessors, successors, and assigns, do hereby remise, release and forever
discharge ▇▇▇▇▇▇▇ and his respective predecessors, successors, assigns, heirs,
executors and administrators of and from any and all manner of actions and
causes of actions, suits, debts, claims and demands whatsoever al law or in
equity, known or unknown, actual or contingent, including but not limited to any
claims which have been asserted, or could be asserted now or in the future,
against ▇▇▇▇▇▇▇ which any of them ever had or now has or in the future may have,
by reason of any matter, cause of thing arising out of the ▇▇▇▇▇▇▇ Agreement, or
for any other matter related or incident to any of the foregoing.
Notwithstanding the foregoing, ▇▇▇▇▇▇▇ is not hereby released with respect to
his obligations under this Agreement. The Company, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇
further covenant and agree that they will not engage in any communications which
shall disparage ▇▇▇▇▇▇▇.
4. Successors and Assigns: Applicable Law. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and to their respective
heirs, administrators, representatives, executors, successors and assigns. THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA WITHOUT GIVING EFFECT TO ITS LAWS REGARDING CONFLICTS OF
INTEREST.
5. Complete Agreement. This Agreement shall constitute the full and
complete agreement between the parties concerning its subject matter and fully
supersedes any and all other prior agreements or understandings between the
parties regarding the subject matter hereto (including, but not limited to, the
▇▇▇▇▇▇▇ Agreement which is hereby terminated). This Agreement shall not be
modified or amended except by a written instrument signed by ▇▇▇▇▇▇▇, Doyle,
Williams, ▇▇▇▇▇▇▇▇▇ and an authorized representative of the Company.
6. Severability. The unenforceability or invalidity of any particular
provision of this Agreement shall not affect its other provisions, and to the
extent necessary to give such other provisions effect, they shall be deemed
severable.
7. Wavier of Breach: Specific Performance. The waiver of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other breach. Each of the parties to this Agreement will be entitled to enforce
its rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance
and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
8. No Admission of Liability. This Agreement shall not in any way be
construed as an admission by the Company, Farrell, Doyle, ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇
of any improper actions or liability whatsoever as to one another, and each
specifically disclaims any liability to or improper actions against the other
person, on the part of itself, its employees, or its agents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
this date first above written.
"▇▇▇▇▇▇▇" "Company"
CARIBBEAN CIGAR COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Chief Executive Officer
"▇▇▇▇▇"
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▇▇▇▇▇ ▇▇▇▇▇
"▇▇▇▇▇▇▇▇"
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
"▇▇▇▇▇▇▇▇▇"
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement of Schedule 13D/A is
true, complete and correct as of the date thereof.
Dated: July 17, 1998
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
