SETTLEMENT AND RELEASE AGREEMENT

SETTLEMENT AND RELEASE AGREEMENT

 

The parties to this Settlement and Release Agreement (the “Agreement”) are (i) DRIVE HOSPITALITY LLC, a registered company (“DH”) address 445 S. Figueroa Street, 31st Floor, Los Angeles, CA 90071; and (ii) MR. LUIS SALDANA, an individual (“LUIS”).   This Agreement is entered into as of April 1, 2021 (the “Effective Date”),   with reference to the following facts:

 

R E C I T A L S

  1. LUIS SALDANA joined the Company on or about December 10, 2021. LUIS and DH entered into that certain Drive Hospitality Partnership Agreement MOU (the “LLC Agreement”).
  2. Pursuant to the LLC Agreement, LUIS made Partnership Capital Contribution to the Company as set forth in the LLC Agreement with the amount of Ten thousand ($10,000.00).
  3. On or about January 13, 2021, LUIS submitted his desire to resign from the company and resolve his 25% partnership shares. The Parties desire to resolve any disputes they may have, including, without limitation, the disputes described in the Recitals and to provide mutual releases in accordance with the terms herein. Notwithstanding the parties’ dismissals, nothing contained herein shall be or be deemed to be an admission of liability by any party.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements of the parties contained herein, it is mutually agreed as follows:

  1. Settlement Terms
    1. Withdrawal by LUIS. As of the Effective Date, LUIS hereby: (i) resigns from any position held by LUIS in connection with DRIVE HOSPITALITY LLC; (ii) withdraws as a member of the DRIVE HOSPITALITY LLC Company; and (iii) transfers to DRIVE HOSPITALITY LLC all of LUIS’s rights, title and interest in and to the Company in his capacity as a member of the Company (or otherwise).
    2. LUIS Reimbursement.

DRIVE HOSPITALITY LLC and LUIS SALDANA hereby agree and acknowledge that all the Expenses covered by LUIS Has been reimbursed by DH to LUIS.

 

DRIVE HOSPITALITY LLC and LUIS SALDANA hereby agree and acknowledge that the balance of Three thousand ($3,000.00) Investment covered by LUIS Has been reimbursed by DH to LUIS upon agreeing and signing this Settlement and Release Agreement.

 

1.4 Company Corporate Documents. DH and LUIS shall execute any additional corporate documents reasonably necessary to effectuate the provisions of Section 1.1 and 1.2 above.

General Release. In consideration of the general releases and covenants contained herein and delivery of the documents referred to above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the releasing parties hereby promise, agree and generally release the released parties as follows:

  1. Release by DRIVE HOSPITALITY LLC. Except for any obligations of the parties under this Agreement and effective upon the execution of this Agreement, DRIVE HOSPITALITY LLC and any other person or entity controlled by or under common control with the Company, together with their respective partners, agents, attorneys, executives, managers, members, employees, insurers, predecessors, assigns and successors in interest (the “DH Related Parties”), do hereby, for themselves and their heirs, successors and assigns, release, acquit and forever discharge LUIS against any and all claims, demands, judgments, liabilities, obligations and causes of action existing as of the Effective Date hereof whether or not arising out of, connected with or incidental to the Company and/or the disputes.

 

  1. Release by LUIS SALDANA. Except for any obligations of the parties under this Agreement and effective upon the execution of this Agreement, LUIS SALDANA and any other person or entity controlled by or under common control with LUIS, together with their respective partners, agents, attorneys, executives, managers, members, employees, insurers, predecessors, assigns and successors in interest (the “LUIS Related Parties”), do hereby, for themselves and their heirs, successors and assigns, release, acquit and forever discharge DRIVE HOSPITALITY LLC, any entity

owned in part or in full by DRIVE HOSPITALITY LLC, and any other person or entity controlled by or under common control with DRIVE HOSPITALITY LLC, together with their respective partners, agents, attorneys, executives, managers, members, employees, insurers, assigns and successors in interest (the “DH Released Parties”) from  and against any and all claims, demands, judgments, liabilities, obligations and causes of action existing as of the Effective Date hereof whether or not arising out of, connected with or incidental to the Company and/or the disputes.

 

  1. Waiver of Section 1542. Except as specifically provided herein, each releasing party as set forth in this Section 2 specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows:

 

“A general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Thus, notwithstanding the provisions of Section 1542 of the California Civil Code, and for the purpose of implementing the full and complete release and discharge of the parties, each of the parties expressly acknowledges that this Agreement is intended to include, and does include in its effect, without limitation, all claims referred to in this paragraph 2 which any of the parties does not know or suspect to exist in its favor against the applicable released parties at the time of execution hereof, and that this Agreement contemplates the extinguishment of any and all such claim or claims.

  1. Representation and Warranty. Each of the undersigned hereby represents, warrants and agrees that in executing this Agreement, the undersigned does so  on the advice of the undersigned’s attorneys (or the undersigned has elected not to seek the advice of any attorney) and with full knowledge of any and all rights which the undersigned may have with respect to the party or parties being released and that the undersigned does not rely and has not relied upon any representation or agreement made by any party being released, and hereby assumes the risk of mistake of fact in connection with any facts which are now unknown to the undersigned.
  2. Entire Agreement. Each of the undersigned declares that this Agreement contains the entire agreement between the parties hereto with respect to the subject matter thereof. The provisions of this Agreement are agreed to be severable, and if any provision hereof, or the application thereof, is held to be

invalid or unenforceable for any reason, the invalidity or unenforceability thereof shall not be construed to affect any other provision or application.

  1. No Construction Against Any Party. Each party warrants and agrees that it has equally participated in the formulation of the drafting of this Agreement and each of its terms. In the event that any party has not in fact so participated, such party agrees that, nonetheless, such party shall be deemed to have equally participated in the formulation and drafting of this Agreement. The parties intend by this provision to nullify the general rule of contract construction that any ambiguities or disputes or the meaning of any terms hereof shall be construed against the party drafting such terms or provisions. Accordingly, if it subsequently becomes necessary for any court or third party to construe the meaning of this Agreement or any term hereof, such construction shall be made as if each party or its counsel has equally participated in the drafting of this Agreement, and shall not be made in favor of, or against, any one or more of the parties on the basis that any one party or its counsel has drafted this Agreement or any term hereof.
  1. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person or entity, other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person, or entity, to any party to this Agreement or give any third person, or entity, any right of subrogation or action over against any party to this Agreement. Notwithstanding this Section 6, One Focus Hospitality shall be beneficiary of this Agreement.

 

  1. Miscellaneous. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and  assigns. The parties hereto represent and warrant that they alone are the holders of any claims for which they are releasing the other party or parties and that such claims belong solely to them and have not been assigned or otherwise transferred to any other person or entity, and agree to indemnify and defend the others from any and all such claims which may arise or be asserted by any third party. In the event legal action is necessary to enforce the provisions of this Agreement, the prevailing party in such action shall be entitled to recover its costs and expenses, including its attorneys’ fees, expert witness fees and any other expenses related to such action incurred in connection therewith. Each of the parties hereto represents and warrants that they have been apprised of all information relevant to their potential claims and to this Agreement. The parties hereto each acknowledge and represent that in executing this Agreement, they have not relied on

any inducements, promises or representations made by any other party hereto. This Agreement may not be modified or amended except by a document in writing signed  by the party against whom such modification or amendment is sought to be enforced. Each of the parties hereto represents and warrants that their execution of this Agreement is free and voluntary. This Agreement may be executed in counterparts, each of which together shall constitute a single agreement of the parties. By their execution below, each person executing  this  Agreement represents and warrants that all necessary corporate or business entity action has been taken to make this Agreement a valid and binding agreement on the part of the party on whose behalf they have executed this Agreement. The parties further agree and acknowledge that facsimile signatures shall be deemed original signatures for all purposes.

 

  1. Effectiveness of Agreement. The parties hereby agree and acknowledge that this Agreement shall not become effective and/or binding upon any party until and unless all parties hereto have executed the Agreement.

 

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, and this Agreement shall be deemed effective for all purposes as of the Effective Date.

 

DRIVE HOSPITALITY LLC,

By:

Name: Carlos Alcala

Its: Founder and Partner

 

LUIS SALDANA,

By:

Name: Luis Saldana

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