AGREEMENT AND RELEASE
Exhibit 10.2
This Agreement (the
“Agreement”) is dated July 13, 2009 and is made by and between Golden Key
International Inc. (the “Company”) and Xxxxxx Xxxxx (“Affiliate”).
WHEREAS, Affiliate is the
owner of 4,000,000 shares of common stock of the Company (the
“Shares”);
WHEREAS, the Company, through
its subsidiary Deep Rooted, Inc. (“Subsidiary”) is engaged in the internet
business catering to travelers by allowing them to plan their own trips (the
“Business”);
WHEREAS, the Company has been
unable to develop the Business to justify the expense of remaining as a public
corporation;
WHEREAS, the Company has
entered into and closed a Share Exchange Agreement with the shareholders of Home
Savers Holding Corp., a Nevada corporation (“Home Savers”), pursuant to which
the Company issued the shareholders of Home Savers 14,296,788 shares of common
stock of the Company in consideration of all of the outstanding securities of
Home Savers;
WHEREAS, the Company no longer
desires to develop the Business and has elected to dispose of the
Subsidiary;
WHEREAS, the Company and
Affiliate have elected to enter into this Agreement pursuant to which the
Company will sell the Subsidiary to Affiliate in consideration for the return of
the Shares to the Company for cancellation, the payment of $25,000 in cash to
Affiliate and the delivery of a short term promissory note in the amount of
$150,000 to Affiliate (the “Note”);
WHEREAS, without admitting and
specifically denying potential liability and in order to avoid further expense,
costs, and time to litigate the any potential dispute between the parties, the
Company and Affiliate have reached a full and final agreement regarding the sale
of the Subsidiary and return for cancellation of the Shares; and
NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Affiliate as follows:
1. Affiliate
will return to the Company the Shares for cancellation.
2. In
consideration for the items set forth in Section 1 above, the Company agrees to
transfer 100% of the issued and outstanding securities of the Subsidiary to the
Affiliate, pay $25,000 in cash to Affiliate in accordance with the wire
instructions attached hereto as Exhibit A and issue the Note to
Affiliate. Affiliate hereby advises that the proceeds to be paid
under the Note shall be paid in accordiance with the wire instructions attached
hereto as Exhibit A.
3. (A) Upon
receipt of all items set forth in Section 2, , Affiliate releases and discharges
the Company, the Company’s heirs, executors, successors, administrators,
attorneys, insurers, and assigns from all actions, cause of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands
whatsoever, in law, admiralty or equity, against the Company, that Affiliate or
its executors, administrators, successors and assigns ever had, now have or
hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever, whether or not known or unknown, from the beginning of the
world to the day of the date of this Agreement.
(B) Affiliate
hereby agrees that it will assume all obligations, liabilities and losses
(“Existing Liabilities”) of the Company existing prior to the Company’s
acquisition of Home Savers and Affiliate agrees to indemnify and hold the
Company harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees associated with
the Existing Liabilities.
4. Affiliate
warrants and represents that no other person or entity has any interest in the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion of
the matters released herein. Affiliate specifically represents that
he is the owners of the Shares and that there are no liens, mortgage, deed of
trust, pledge, claim, security interest, covenant, restriction, easement,
preemptive right, or any other encumbrance or charge of any kind.
5. Each
party shall be responsible for their own attorneys’ fees and costs.
6. Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
7. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral. Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.
8. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
9. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.
10. The
Parties agree that this Agreement is governed by the Laws of the State of Oregon
and that any and all disputes that may arise from the provisions of this
Agreement shall be tried in the State of Oregon, City of
Portland. The Parties agree to waive their right to trial by jury for
any dispute arising out of this Agreement.
11. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.
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By:
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx
X. Xxxxxxxx
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Title:
CEO
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/s/Xxxxxx
Xxxxx
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Xxxxxx
Xxxxx
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