Greenway (GWTI) 10-Q/A 2017 Q2 Quarterly report (amended)

Exhibit 10.27

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

This Settlement and Mutual Release Agreement (the “Agreement”) is made by and
between UMED Holdings, Inc. (“UMED”), on one hand, and Mamaki Tea, Inc., Mamaki of
Hawaii, Inc., Hawaiian Beverages, Inc. (“HBI”), Curtis Borman, Individually and d/b/a
Hawaiian Beverages, Inc., and Lee Jenison, Individually and d/b/a Hawaiian Beverages, Inc.
(collectively, the “Mamaki Defendants”), on the other hand. UMED and the Mamaki
Defendants are sometimes hereinafter collectively referred to as the “Parties” and may be
referenced singularly as a “Party.”

RECITALS

This Agreement is made by and entered into among the Parties for the following purposes
and with reference to the following facts:

WHEREAS, on or about October 29, 2015, UMED, on one hand, and Mamaki of
Hawaii, Inc. and HBI, on the other hand, entered into a Stock Purchase Agreement (the
“Purchase Agreement”) wherein UMED sold its 100% interest in Mamaki of Hawaii, Inc. to HBI
for $700,000 (along with the assumption of certain liabilities);

WHEREAS, UMED was not paid $450,000 of the payments required imder the Purchase
Agreement;

WHEREAS, UMED filed suit against Mamaki of Hawaii, Inc., Hawaiian Beverages,
Inc., Curtis Borman, Individually and d/b/a Hawaiian Beverages, Inc., and Lee Jenison,
Individually and d/b/a Hawaiian Beverages, Inc. in the lawsuit styledUMED Holdings, Inc. v.
Mamaki of Hawaii, Inc., et. al.; Cause No. DC-16-004718 in the District Court of Dallas County,
Texas, 193^** Judicial District, seeking payment of the obligations required in the Purchase
Agreement (the “UMED Lawsuit”);

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WHEREAS, the Mamaki Defendants deny and any all liability for the claims asserted

against them in the UMED Lawsuit;

WHEREAS, Mamaki Tea, Inc., Mamaki Tea of Hawaii, Inc. and Curt Borman filed
cross-claims against UMED in the Counterclaim/Crossclaim styledMamaki Tea, Inc., Mamaki
Tea of Hawaii, Inc. and Curt Borman v.Southwest Capital Funding, Ltd and UMED Holdings,
Inc.',Cause No. 16-1-0342, in the Circuit Court of the Third Circuit for the State of Hawaii (the
“Hawaii Lawsuit”);

WHEREAS, UMED denies and any all liability for the claims asserted against it in the
Hawaii Lawsuit; and

WHEREAS, the Parties desire to avoid the uncertainty, inconvenience and expense of
further litigation, and to buy peace and enter into this Agreement upon the terms and conditions
set forth herein.

AGREEMENT

In consideration of the representations and mutual promises contained in this Agreement,
the Parties agree as follows:

1.0Payment Obligations

1.1.If none of the tea inventory that was removed from the Mamaki Defendants’ facility
in April 2016 is returned to the Mamaki Defendants by January 31, 2017, Mamaki Tea, Inc.,
Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall pay UMED by check made payable
to UMED Holdings, Inc. (a) $400,000 if the payment is made in full by January 31, 2017; (b)
$425,000 if the payment is made in full by February 28, 2017; or (c) $450,000 if the payment is
made in full by March 31, 2017.

1.2.Should any of the tea inventory that was removed firom the Mamaki Defendants’
facility in April 2016 be returned to the Mamaki Defendants by January 31, 2017, Mamaki Tea,

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Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall pay UMED by check made
payable to UMED Holdings, Inc. (a) $475,000 if the payment is made in fall by January 31,
2017; (b) $525,000 if the payment is made in fall by February 28, 2017; or (c) $550,000 if the
payment is made in fall by March 31, 2017. Should the Mamaki Defendants receive some tea
inventory, but less than 8,000 lbs of the tea inventory, UMED shall issue to a party designated by
Mamaki of Hawaii, Inc., upon fall payment of the amounts required under Section 1.1 or 1.2 of
this Agreement, one-hundred-twenty-five (125) shares of UMED stock for every pound of
inventory not returned (i.e., if five-thousand (5,000) lbs are returned, UMED would issue three-
hundred-seventy-five-thousand (375,000) shares).

1.3.Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall pay
off the remaining balance on the note in favor of Michael Wykrent referenced in Section
1.2.(c)(ii)A) of the Purchase Agreement (the “Wykrent Debt”) in the amount of $63,875 (plus
applicable interest) by no later than March 31, 2017. Mamaki Tea, Inc., Mamaki of Hawaii, Inc.,
and Hawaiian Beverages, Inc. also agree to pay Wykrent $250,000 upon receipt of funds from its
primary lender, but not later than March 31,2017.

1.4.If Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. fail to
pay UMED the entire settlement payment by 5:00 p.m. (central) on January 31, 2017, the
Mamaki Defendants must transfer to an Escrow account as designated by UMED, (a) 1,241,500
shares of unencumbered UMED Stock owned by Cxirt Borman and (b) 1,000,000 shares of
unencumbered UMED stock owned by Lee Jenison (collectively, the “UMED Shares”). Borman
and Jenison will immediately deliver the referenced share certificates, including the
corresponding Stock Power, to the escrow agent. In the event of transfer of shares under this

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section, the Mamaki Defendants agree to provide the documents and do all things necessary to
elfectuate the transaction.

1.5.If Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. pay the
Settlement Amount as set forth in Section 1.1.or 1.2. of the Agreement by March 31, 2017, the
escrow agent shall release the UMED Shares to Borman and Jenison within seven days of such
payment. Notwithstanding anything to the contrary in the Agreement, if Mamaki Tea, Inc.,
Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. fail to pay the Settlement Amoimt as set
forth in Sections 1.1. or 1.2. of the Agreement by 5;00 p.m. on March 31, 2017 (a) the escrow
agent shall transfer the UMED Shares to UMED on April 15, 2015 and UMED will be the owner
of such shares, (b) Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc.
'will be in breach of the Agreement and waive all defenses for any claim seeking enforcement of
the Agreement, and (c) each of Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian
Beverages, Inc. will be jointly and severally liable to UMED under the Agreement for either
$475,000 (if no tea inventory was returned to the Mamaki Defendants by January 31, 2017) or
$550,000 (if some tea inventory was returned to the Mamaki Defendants by January 31, 2017)—
with credit or offset given for the transfer of the UMED shares to UMED at the value of
$370,000.

2.0Mutual Release

2.1. Upon execution of this Agreement, UMED and its owners, partners, officers,
directors, representatives, agents, servants, employees, attorneys, and all parent, sister, related,
and affiliated corporations, subsidiaries, divisions, joint ventures, predecessors, successors,
beneficiaries, and assigns, in their respective capacities as such, hereby fully and forever release
and discharge the Mamaki Defendants and their owners, partners, officers, directors.

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representatives, agents, servants, employees, attorneys, and all parent, sister, related and
affiliated corporations, subsidiaries, divisions, joint ventures, predecessors, successors,
beneficiaries, and assigns, in their respective capacities as such, from any and all rights, claims,
demands, actions, causes of action, losses, damages and expenses, whether based on tort,
contract, statute or equity, known or unknown, foreseen or unforeseen, arising out of or relating
to (a) Mamaki, (b) the Purchase Agreement, (c) the UMED Lawsuit, including those claims
asserted or that could have been asserted in the UMED Lawsuit, and (d) the Hawaii Lawsuit,
including those claims asserted or that could have been asserted in the Hawaii Lawsuit.
Notwithstanding the foregoing, UMED does not release the Mamaki Defendants from their
obligations under this Agreement.

2.2. Upon execution of this Agreement, the Mamaki Defendants and their owners,
partners, officers, directors, representatives, agents, servants, employees, attorneys, and all
parent, sister, related, and affiliated corporations, subsidiaries, divisions, joint ventures,
predecessors, successors, beneficiaries, and assigns, in their respective capacities as such, hereby
fully and forever release and discharge UMED and their owners, partners, officers, directors,
representatives, agents, servants, employees, attorneys, and all parent, sister, related and
affiliated corporations, subsidiaries, divisions, joint ventures, predecessors, successors,
beneficiaries, and assigns, in their respective capacities as such, from any and all rights, claims,
demands, actions, causes of action, losses, damages and expenses, whether based on tort,
contract, statute or equity, known or unknown, foreseen or unforeseen, arising out of or relating
to (a) Mamaki, (b) the Purchase Agreement, (c) the UMED Lawsuit, including those claims
asserted or that could have been asserted in the UMED Lawsuit, and (d) the Hawaii Lawsuit,
including those claims asserted or that eould have been asserted in the Hawaii Lawsuit.

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Notwithstanding the foregoing, the Mamaki Defendants do not release UMED from its
obligations under this Agreement.

3.0Dismissal of Action

Within ten (10) days following execution of the Agreement, the Parties will execute and
file an agreed order dismissing (a) all claims in the UMED Lawsuit and (b) all claims asserted
against UMED in the Hawaii Lawsuit with prejudice.

4.0Unlocking of UMED Shares

Within 7 days of execution of the Agreement, UMED will release the restrictions on all
shares of UMED stock specified in the Purchase Agreement. However, relative to the shares
owned by Jenison and Borman, UMED will release the “lock-up” on 200,000 shares owned by
Jenison and 200,000 shares owned by Borman within 15 days of satisfaction of the payment
amounts required imder Section 1.1. or 1.2. of this Agreement. UMED will release an additional
100,000 shares owned by Jenison and 100,000 shares owned by Borman every three months
(starting three months after the initial unlocking of shares) until all such shares have become
“unlocked”.

5.0Indemnification

Mamaki Tea, Inc., Mamaki of Hawaii, Inc., and Hawaiian Beverages, Inc. shall defend,
indemnify and hold harmless UMED, its officers, employees, and agents, from and against any
damages, attorney’s fees, judgments, liabilities and losses of every kind based upon any claims,
demands, or action related to or arising from (a) any loan between any of the Mamaki
Defendants and Michael Wykrent, including the Wykrent Debt, and (b) Mamaki, if the action
relates to or arises out of the conduct of the Mamaki Defendants.

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6.0No Admission of Liability

The Parties agree that the execution of this Agreement and any action taken pursuant to
this Agreement are not an admission of liability or fault on the part of any Party for any claim or
lawsuit, including the UMED Lawsuit or Hawaii Lawsuit.

7.0Representation of Capacity to Execute

The xindersigned represent and warrant that they are authorized to execute this
Agreement, competent to execute this Agreement, have carefully read and fully understand the
terms of this Agreement, and agree to be bound by its terms.

8.0Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of the Parties to this
Agreement, their respective heirs, beneficiaries, personal representatives, successors, and
assigns.

9.0No Assignment of Claims

The Parties respectively represent and warrant that none of the claims, defenses,
demands, actions, and causes of action herein released has been, or will be, sold, assigned,
conveyed or transferred, in whole or in part, to any person or entity.

10.0Attorneys’ Fees. Costs, and Expenses

Attorneys’ fees, costs, and expenses incurred by any Party shall be borne by the Party

incurring same.

11.0Merger Clause and Amendments

This Agreement supersedes all prior negotiations, oral agreements and understandings
with respect to the subject matter of this agreement. Neither this Agreement nor any term set
forth herein may be amended, waived, discharged, or terminated except by a writing signed by
the Parties.

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12.0Agreement Voluntarily Entered into bv Each of the Parties

This Agreement is executed voluntarily by each of the Parties without any duress or

undue influence on the part, or on behalf, of any of them. The Parties represent to each other that
they have read and fully understand each of this Agreement’s provisions and have relied on the
advice and representations of competent legal covmsel of their own choosing. Each Party to this
Agreement adopts this Agreement as the product of a group drafting effort and agrees that it shall
not be construed more favorably for or against any Party to this Agreement.

13.0Confidentiality

The Parties to this Agreement agree that the terms and conditions of this Agreement are
confidential and shall not be disclosed to any third party not involved in this lawsuit, except that
such information may be provided: (a) to attorneys, accountants, tax advisors, directors, officers,
employees, reinsurers, and auditors of any Party who have need to know of the Agreement, its
existence and its terms in performance of their duties; (b) as may be required in connection with
the filing of tax returns; (c) as may be required by law, by regulation having the force and effect
of law, or by request of any governmental agency or other body with regulatory authority over
the Party in question provided, however, that any such Party making disclosure after receiving a
request shall indicate to the person or entity making the request that the existence and terms of
the Agreement should be treated as confidential; (d) pursuant to an order issued by a court or
agency of the United States, or any court or agency of any state within the United States; (e) as
may be necessary to resolve any dispute concerning or to enforce any provision of this
Agreement; or (f) by mutual written agreement of the Parties, which agreement shall not be
unreasonably withheld.

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14.0Execution in Counterparts

This Agreement may be signed in multiple counterparts, and the separate signature pages
executed by the Parties may be combined to create a document binding on all of the Parties and
together shall constitute one and the same instrument.

15.0Choice of Law and Venue

It is understood and agreed that this Agreement shall be governed by, construed and
enforced in accordance with, and subject to, the laws of the State of Texas, and venue shall lie in
state court in Dallas County, Texas.

16.0Headings and Numbering

Any paragraph, article, and/or section headings or paragraph numbers used in this
Agreement are for convenience only and shall not impact the construction of the Agreement.

17.0Severability

If any of the provisions of this Agreement, or the application thereof, shall, for any reason
or to any extent, be construed by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Agreement, and application of such provisions to other circumstances, shall
remain in effect and be interpreted so as best to reasonably effect the intent of the Parties.
(Remainder of page intentionally left blank. Signatures appear on next page.)

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set

forth opposite the respective signatures below.
UMED HOLDINGS, INC.

By: _______________________________

Its: ____________________________

Date: ______________

 

MAMAKI OF HAWAII, INC.

By:

Its:

Date:

HAWAIIAN BEVERAGES, INC.

By:

Its:

Date:/320/7

CURTIS BORMAN

By:

Date:

LEE JENI5

By:

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