EX-2.4
MUTUAL RELEASE AND TERMINATION AGREEMENT
MUTUAL RELEASE AND TERMINATION AGREEMENT
THIS MUTUAL RELEASE AND TERMINATION AGREEMENT ("Agreement") is
made and entered into this 15th day of December, 2002, by and between
Synthetic Turf Corporation of America, a Nevada corporation
("Company"), and the former shareholders of H.J. Ventures, Inc., a
Nevada corporation ("HJ"), herein acting and represented by Xxxxxx
Xxxxxx (collectively, "Parties").
Recitals
WHEREAS, the Company wishes to discontinue the business of HJ;
WHEREAS, the former shareholders of HJ are willing to redeem the
stock in the Company, which they received from the Company for their
shares in HJ; and.
WHEREAS, the Company and HJ desire to settle fully and finally
all differences arising out of an Agreement of Sale of Shares, dated
November 15, 2002, between the parties;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, it is agreed as follows:
1. Agreement by the Parties.
(a) The Company shall surrender its interest in HJ and exchange
its shares in HJ for 9,120,000 shares of restricted common stock of
the Company, which are currently being held by the former shareholder
of HF, Xxxxxx Xxxxxx.
(b) Messrs. Holden will in turn surrender 9,120,000 of
restricted common stock in the Company for all the outstanding shares
of restricted common stock of HJ, which will be transferred to Xxxxxxx
by Sturf.
(c) All parties to this Agreement agree that the transaction
hereunder operates as a formal termination of the Agreement of Sale of
Shares, dated November 15, 2002.
2. Complete Release by Both Parties.
Except as herein otherwise agreed, each party hereby irrevocably
and unconditionally releases, acquits and forever discharges the other
and each of their present and former agents, directors, officers,
employees, representatives, attorneys, and members of its governing
board, and all persons acting by, through, under or in concert with
any of them from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions,
causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys' fees and costs actually incurred) of
any nature whatsoever, known or unknown, suspected or unsuspected,
including, but not limited to, rights arising out of alleged
violations of any contracts, express or implied, any covenant of good
faith and fair dealing, express or implied, or any tort, or any
federal, state or other governmental statute, regulation, or
ordinance, including, without limitation, which each party at any time
hereinafter may have, own or hold, or claim to have, own or hold
against each or any of the Parties. This Agreement shall cover and
include all claims several or otherwise, past present or future, which
can or may ever be asserted by any person or persons, as heirs, or otherwise.
This Agreement shall cover and include all and any future damages
not now known to any of the parties hereto which may later develop or
be discovered, including the effects or consequences thereof and
including all causes of action therefor. The Parties hereby waive any
right under any statutes which restrict the ability to waive claims
not known at the time of executing a release, including California
Civil Code Section 1542 and similar provisions under other state laws;
this statue provides, in part, that:
"A general release does not extend to claims which 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."
In connection therewith, the Parties acknowledge that they may
hereafter discover facts in addition to or different from those which
the Parties now know or believe to be true with respect to the subject
matter released hereby but that it is the Parties' intention hereby to
fully, finally and forever settle and release such matters, disputes,
and differences, now known and unknown, foreseen and unforeseen,
suspected or unsuspected, as provided herein.
3. Non-Admission of Liability.
All claims, past, present or future, are disputed and this full
and final settlement thereof is neither to be construed or deemed as
evidence of liability, culpability, negligence, or wrongdoing on the
part of the Parties or to any other third party claimant, nor as an
admission of liability or responsibility at any time or in any manner
whatsoever. This Agreement is a settlement document and shall be
inadmissible as evidence in any proceeding, except an action or
proceeding to approve, interpret or enforce this Agreement.
4. No Other Claims.
Each party covenants and represents that it has not and will not
filed any complaints or charges or lawsuits against the other, nor
with any governmental agency or any court. In addition, each of the
Parties warrants and represents to the other Parties that there are no
persons or firms not signing this Agreement who may have any claim
against the Parties released hereby for any loss sustained by the
Parties in connection with this matter. The Parties shall hold each
other harmless and indemnify the other from any claims or actions,
including reasonable attorneys' fees and costs, by any other persons
or firms whomsoever arising from the damages sustained by the Parties
as a result of the claims or actions described in the first paragraph
herein. Each of the Parties represents and warrants to the other that
no other party, or agent of any other party, has made any promise,
representation, or warranty, express or implied, not contained herein,
concerning the subject matter of this Agreement to induce the Parties
to execute this Agreement; and that this Agreement was not executed in
reliance on any such promise, representation, or warranty.
5. Indemnification.
The Company shall indemnify and hold harmless HJ against loss,
including attorneys' fees and costs, from any and every claim or
demand of every kind and character, including claims for contribution,
which may be asserted by the Company by reason of said damages or the
effects or consequence thereof. HJ shall indemnify and hold harmless
the Company against loss, including attorneys' fees and costs, from
any and every claim or demand of every kind and character, including
claims for contribution, which may be asserted by HJ by reason of said
damages or the effects or consequence thereof.
6. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not be
capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further
exercise of that or any other such right. No act or course of conduct
or negotiation on the part of any party shall in any way preclude such
party from exercising any such right or constitute a suspension or any
variation of any such right.
7. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the Parties and their
heirs, executors, administrators, representatives, successors, and
permitted assigns.
8. Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.
9. Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole or
in part, without the written consent of the other party, and any
purported assignment in violation hereof shall be void.
10. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
11. Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court or
other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
12. Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
13. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the other
or no gender.
14. Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.
15. Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of Nevada without reference to its
conflicts of laws rules or principles.
16. Arbitration.
Any and all disputes relating to this Agreement or its breach,
including any claim for legal malpractice, shall be settled by
arbitration, by a single arbitrator, in Minneapolis, MN, in accordance
with the then-current rules of JAMS/Endispute; the Company and HJ
waive any right they may have under any statute or law to cause such
proceeding to be transferred to any other venue. Judgment upon the
award entered by the arbitrator may be entered in any court having
jurisdiction thereof. Costs of arbitration, including reasonable
attorneys' fees and costs incurred, as determined by the arbitrator,
together with reasonable attorneys' fees and costs incurred by the
prevailing party in court enforcement of the arbitration award, must
be paid to the prevailing party by the party designated by the
arbitrator or court. Service of the Petition to Confirm Arbitration
and written notice of the time and place of the hearing thereon shall
be in the same manner provided in this Agreement.
Should one party either dismiss or abandon his claim or
counterclaim before hearing thereon, the other party shall be deemed
the "prevailing party" pursuant to this Agreement. Should both
parties receive judgment or award of their respective claims, the
party in whose favor the larger judgment or award is rendered shall be
deemed the "prevailing party" pursuant to this Agreement.
The Parties acknowledge that such binding arbitration may deprive
the Parties of various rights that it otherwise might have in a legal
action, including, without limitation, the right to a jury trial, the
right to appeal, and full discovery rights.
17. Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.
18. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.
20. Consultation with Counsel.
The Company and HJ represent and acknowledge that they have
discussed this Agreement with their respective attorneys, that each
has carefully read and fully understands all of the provisions of this
Agreement, that each has been advised with respect to said provision
and that each is voluntarily entering into this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date
written above.
SYNTHETIC TURF CORPORATION OF AMERICA
By: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, President
FORMER SHAREHOLDERS OF H. J. VENTURES
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President of H. J. Ventures
