SETTLEMENT AND MUTUAL RELEASE AGREEMENT<\/b><\/p>\n\n
This Settlement and Mutual Release Agreement (\"Agreement\") is entered into between Charitableway, Inc., a Delaware corporation (\"Charitableway\"), and \nLiberate Technologies, a Delaware corporation (\"Liberate\"). Charitableway and Liberate are collectively referred to herein as the \"Parties\". <\/p>\n\n
PREAMBLE <\/b><\/p>\n\n\n
Charitableway and Liberate entered into the Sublease Agreement dated February 17, 2000 (the \"Lease\"), pursuant to which Liberate leased certain premises \nto Charitableway (the \"Lease\"). A copy of the Lease is attached as Exhibit \"A\" hereto, and incorporated herein by reference. <\/p>\n\n
On \nor about March 1, 2001, Charitableway notified Liberate of its intent to windup all business operations and dissolve the corporation. <\/p>\n\n
By \nexecuting this Agreement, Charitableway and Liberate desire and intend to permanently settle any and all rights and obligations of any kind arising out of the Lease or performance \nthereunder. <\/p>\n\n
AGREEMENT <\/b><\/p>\n\n
The Parties agree as follows: <\/p>\n\n
This \nAgreement is a compromise and shall not be construed as an admission of liability. <\/p>\n\n
Charitableway \nrepresents and warrants it has not assigned any of its rights or obligations arising out of the Lease and has the legal right to enter into the Agreement. <\/p>\n\n
Liberate \nrepresents and warrants it has not assigned any of its rights or obligations arising out of the Lease and has the legal right to enter into the Agreement. <\/p>\n\n
Charitableway \nagrees to pre-pay its rent for the period May 1, 2001 through October 6, 2001 to Liberate in the sum of six hundred thousand dollars (US \n$600,000), less the deposit held by Liberate under the terms of the Lease in the amount of two hundred seventy nine thousand eight hundred ninety dollars (US $278,890.50), for a net total of three \nhundred twenty thousand one hundred and ten dollars (US $321,109.50), within 10 days of the execution of this Agreement. Charitableway further agrees to make the premises available for \nunencumbered use by Liberate or its authorized sub-tenant as of the close of business on April 30, 2001. Charitableway shall have no further obligations under the Lease. <\/p>\n\n
Liberate, \non behalf of itself, its heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Charitableway, their agents, servants, employees, \nofficers, directors, shareholders, heirs, successors and assigns and any and all other named and unnamed parties or associations, of and from any and all claims, demands, actions or other damages, now \nsustained or sustained in the future, arising out of or in any way connected with or resulting from the Lease or performance thereunder, including without limitation any and all obligations to pay \nfurther monetary sums to Liberate. <\/p>\n\n
Charitableway, \non behalf of itself, its heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Liberate, their agents, servants, employees, \nofficers, directors, shareholders, heirs, successors and assigns and any and all other named and unnamed parties or associations, of and from any and all claims, demands, actions or other damages, now \nsustained or sustained in the future, arising out of or in any way connected with or resulting from the Agreement or performance thereunder, including without limitation all executory obligations. <\/p>\n\n\n
This \nis a full and final release applying to all unknown and unanticipated injuries or damages arising out of the Lease or performance thereunder as well as those now known or \ndisclosed, and the <\/p>\n\n
\n\n\n\nparties waive all rights or benefits which the parties now have or in the future may have under the terms of Section 1542 of the Civil Code of the State of California which reads as follows: <\/p>\n\n<\/pre>\n
A
\ngeneral release does not extend to the claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known must by him must have mutually
\naffected his settlement with the debtor. <\/p>\n<\/ul>\n
| Initial below:<\/td>\n | <\/td>\n | Initial below:<\/td>\n<\/tr>\n | ||||||||||||||||||||||||||||||||||
| \n\/s\/ D.K.<\/p>\n Charitableway<\/td>\n | <\/td>\n | \n\/s\/ M.K.<\/p>\n Liberate<\/td>\n<\/tr>\n<\/table>\n<\/div>\n The This The This
|