Settlement Agreement and Release

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Settlement Agreement

WHEREAS you (the “Subscriber”) and Wagas Investment Corporation (“Wagas“) have agreed to a resolution of matters related to the termination of Subscriber’s membership with Wagas and to the refund of certain fees paid by Subscriber to Wagas (the “Settlement“); 

AND WHEREAS in connection with the Settlement, Wagas and Subscriber have agreed to the Settlement on the terms and conditions contained herein; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties hereto agree as follows: 

1. Wagas and Subscriber hereby agree that the subscription that Subscriber had with Wagas is terminated effective as of the date hereof. 

2. Wagas and Subscriber hereby agree that the refund provided by Wagas will constitute full and final settlement of any and all claims that Subscriber may have against Wagas. 

3. Following the execution of this agreement. neither Wagas, on the one hand, nor Subscriber on the other hand, will make any adverse, negative or disparaging public or non-public statements regarding the other as relates to Wagas or lonecapital.com or the circumstances leading up to the Settlement, except as may be required by governmental authority or applicable law and with reasonable notice provided to the affected party if such notice may reasonably be provided. 

4. Concurrent with the execution of this agreement, Wagas, on the one hand, and Subscriber, on the other hand, shall execute and deliver the termination and mutual release in the form attached hereto. 

5. This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, and the parties hereby irrevocably attorn to the jurisdiction of the Courts thereof. 

6. This agreement constitutes the entire agreement between the parties hereto and supersedes and replaces any and all other agreements, arrangements or understandings between or among the parties. 

7. Each party hereto agrees to execute and deliver all such documents and to do all such other acts and things as may be reasonably necessary from time to time to give full effect to the provisions and intent of this agreement. 

8. This agreement and the rights of the parties hereto may not be assigned by any party without the prior written consent of the other parties. All the terms and provisions of this agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. 

9. Time shall be of the essence hereof. 

10. This agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. Each party shall be entitled to rely on delivery of a facsimile copy or other electronic transmission of this agreement, and acceptance by any party of a facsimile copy or other electronic transmission of this agreement shall create a legal, valid and binding agreement between and among the parties hereto in accordance with the terms hereof. 

Termination and Mutual Release

1. Termination 

I hereby terminate the subscription to lonecapital.com through Wagas Investment Corporation (“Wagas“). 

2. Corporate Release 

For and in consideration of the mutual covenants and releases contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Wagas and their present and former directors, officers, employees, partners and agents and each of their heirs, executors, administrators, trustees, successors and assigns, do hereby remise, release and forever discharge Subscriber from all actions, manners of actions, causes of action, suits, debts, dues, bonds, covenants, agreements, claims and demands of every nature and description whatsoever, which they ever had or now have or hereinafter can have against Subscriber arising out of any cause or matter, including, without limitation, any claim pursuant to the subscription between Subscriber and Wagas (the “Subscription“). 

3. Individual Release 

For and in consideration of the mutual covenants and releases and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, for herself/himself and for her/his heirs, executors, administrators, trustees, successors and legal representatives, does hereby release, remise and forever discharge Wagas and their present and former directors, officers, employees, partners and agents and each of their heirs, executors, administrators, trustees, successors and assigns (collectively, the “Releasees“), from any and all manner of actions, causes of actions, suits, proceedings, deeds, dues, duties, debts, accounts, bonds. covenants, contracts, claims, liabilities, damages (known or unknown), sums of money, grievances, executions, judgments, rights and demands of any kind whatsoever, both in law and in equity which Subscriber ever had or now has, or which Subscriber or her/his heirs, executors, administrators, trustees, successors and legal representatives hereafter can, shall or may have against the Releasees, or any of them, arising out of any cause or matter that has occurred on or prior to the date hereof, including, without limitation, any cause or matter related to Subscriber’s Subscription with Wagas and the use of lonecapital.com and any content provided therein due to any and all, loss (monetary or otherwise), damage (monetary or otherwise), or injury (monetary or otherwise) that Subscriber may have incurred as a result of Subscriber’s use or reliance on the content. 

4. No Assignment 

For the consideration referred to herein, Subscriber represents and warrants to Wagas that she/he has not assigned and will not assign to any person, firm or corporation any of the actions, causes of actions, suits, proceedings, deeds, dues, duties, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages (known or unknown), sums of money, grievances, executions, judgments, rights and demands which Subscriber releases by this Termination and Mutual Release.

For the consideration referred to herein, Wagas represents and warrants to Subscriber that they have not assigned and will not assign to any person, firm or corporation any of the actions, causes of actions, suits, proceedings, deeds, dues, duties, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages (known or unknown), sums of money, grievances, executions. judgments, rights and demands which Wagas releases by this Termination and Mutual Release. 

5. Confidentiality 

Subscriber acknowledges and agrees that she/he has had access to certain confidential and proprietary information, the disclosure of which could be harmful to the interests of Wagas and/or the Releasees. Subscriber further acknowledges and agrees that she/he will not disclose the contents or nature of this Termination and Mutual Release or the Settlement Agreement to which this Termination and Mutual Release is a schedule, or the fact that such has been entered into, to any party. Subscriber acknowledges and agrees that she/he has taken and will in future take appropriate precautions to safeguard the confidential and proprietary information of Wagas and/or the Releasees and that she/he will not use or disclose any confidential and proprietary information. 

6. Interference 

Wagas and Subscriber agree not to take any action which would interfere with the performance of this Termination and Mutual Release or to the Settlement Agreement to which this Termination and Mutual Release is a schedule by the other party or which would adversely affect any of the rights provided for hereunder. 

7. Undertaking 

The parties hereby declare that they have been provided with adequate opportunity to obtain independent legal advice with regard to this Termination and Mutual Release and do execute it voluntarily with full knowledge of its terms and conditions. Subscriber acknowledges and declares that she/he fully understands this Termination and Mutual Release and the Settlement Agreement to which this Termination and Mutual Release is a schedule and has not been influenced by any representations or statements made by or on behalf of Wagas or the Releasees. Subscriber hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. 

8. Indemnity 

Subscriber agrees to hold harmless and indemnify Wagas from and against all claims, charges, taxes, penalties, costs (legal or otherwise) and demands which may be made by the appropriate government agency for income tax or other amounts payable in respect of any payment made to Subscriber following the date hereof. 

9. Counterpart 

The parties agree that this Termination and Mutual Release may be executed in counterparts, by facsimile or other electronic transmission, each of which will be deemed an original and all of which together constitute one and the same instrument.

10. Governing Law and Language 

This Termination and Mutual Release shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia with respect to any matter arising hereunder or related hereto. 

LEI & LoneCapital