EXHIBIT 10.1
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the "AGREEMENT") is entered into effective as of
the 1st day of October 2015, (the "EFFECTIVE DATE"), by and between SOUTH BEACH
SPRITIS, INC. F/K/A CME REALTY, INC., a Nevada corporation ("SBS") and KENNETH
MCLEOD ("EXECUTIVE" or "MCLEOD").
R E C I T A L S
WHEREAS, McCleod serves as President, Chief Executive Officer and a
Director of SBS; and
WHEREAS, SBS and McLeod wish to terminate McLeod as an officer and Director
of SBS, upon the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and agreements below and
other good and valuable consideration, the parties agree as follows:
1. TERMINATION. Executive hereby resigns as President, Chief Executive
Officer and a Director of SBS, effective upon the execution of this Agreement.
2. SHARES OF COMMON STOCK.
(a) In consideration of the Release given by Executive to SBS in SECTION
3(A), Executive shall be entitled to retain 108,000 of the 50,000,000
shares of common stock of SBS registered in his name individually (the
"KM SHARES"). Contemporaneously with the execution of this Agreement,
Executive shall transfer, convey and assign to SBS, 24,192,000 of the
KM Shares (the "CONTRIBUTED SHARES") to SBS for cancellation and in
furtherance thereof, shall deliver to SBS certificates evidencing the
Contributed Shares, together with stock transfer powers duly executed
in blank with signature medallion guaranteed.
(b) McLeod agrees that he will not sell, transfer, assign or convey more
than 6,000 of the KM Shares per calendar month, commencing October
2015, whether by private sale, gift, public sale pursuant to Rule 144
under the Securities Act of 1933, as amended or otherwise, without the
prior written consent of SBS.
(c) McLeod agrees that he will not sell, transfer, assign or convey any of
the 1,338,000 shares of common stock of SBS registered in the name of
Media 7 Investments, LLC ("MEDIA 7"), of which limited liability
company he is the 100% owner (the "MEDIA 7 SHARES"), in any manner,
without the prior written consent of SBS. In order to secure such
obligation, upon the Effective Date, McLeod shall cause to be
deposited with counsel to SBS, certificates evidencing the Media 7
Shares together with stock transfer powers duly executed in blank with
signature medallion guaranteed.
(d) McLeod hereby agrees that the amount due from SBS to Media 7, as
reflected on the books and records of SBS, shall be converted into
"RESTRICTED" shares of common stock of SBS on the Effective Date, in
the names and denominations set forth on EXHIBIT A hereto.
(e) Contemporaneously with the execution of this Agreement, McLeod shall
deliver to counsel for SBS, all of the books and records of SBS and
its shareholders (the "BOOKS AND RECORDS"). McLeod hereby certifies to
SBS that the Books and Records are true, complete and accurate in all
respects.
(f) The obligations of SBS to McLeod under this Agreement are specifically
contingent upon his compliance with the provisions of this SECTION 3.
Except as provided in this SECTION 3, McLeod hereby acknowledges and
agrees that SBS has no further financial obligations to McLeod,
whether accrued, contingent or otherwise.
(g) The parties agree that except as set forth in this SECTION 3, the
parties shall have no further obligations, financial or otherwise, to
each other with respect to Executive's employment by SBS or his
service as a Director of SBS.
3. RELEASE. On behalf of himself, his heirs, executors, administrators, and
assigns, McLeod fully releases SBS and all of its affiliated and related
entities, and their respective successors, assigns, officers, directors, agents,
and employees, of and from any and all potential or actual known or unknown,
actions, causes of actions, claims, demands, lawsuits, judgments, debts,
accounts, covenants, agreements, actions, cross-actions, liabilities,
obligations, losses, damages, costs, compensation, expenses, attorneys' fees,
remedies, causes of action of any nature, whether in tort or contract, or based
on any wrongful or intentional act, fraud or misrepresentation, breach of duty
or common law, or arising under or by virtue of any judicial decision, statute
or regulation, for past, present, or future injuries, physical or mental or
property or economic damage, and for all other losses and damages of any kind,
including, but not limited to, the following: actual damages, all exemplary and
punitive damages, all penalties of any kind, including, without limitation, any
statutory or other penalties or liabilities, tax liability, damage to physical
or mental health, business reputation, lost earnings, profits or good will,
consequential damages, damages ensuing from loss of credit and prejudgment and
post-judgment interest and costs and attorneys' fees, from the beginning of time
to the execution of this Agreement, other than claims arising pursuant to this
Agreement, or claims accruing after the Effective Date. This Release includes,
but is not limited to, all liabilities, for the payment of any sums or accrued
earnings, bonuses, severance pay, salary, accruals under any vacation, sick
leave or holiday plans, any employee benefits, any employment related charge,
claim or lawsuit under any federal, state, or local law, including but not
limited to claims under Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in
Employment Act, as amended by the Older Workers' Benefit Protection Rights, the
Americans With Disabilities Act, the Worker Adjustment Retraining and
Notification Act, the Family and Medical Leave Act of 1993, and any tort,
contract, quasi-contract claims, and attorneys' fees.
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4. NON-DISPARAGEMENT. Neither party, including in the case of SBS, its
officers, directors, employees and consultants, will not disparage, portray in a
negative light, or make any statement which could be construed as defamatory to
the other party or injurious to its reputation.
5. ENFORCEMENT. In the event of a breach or threatened breach of SECTIONS 3
or 4 of this Agreement by a party or any of his or its affiliates, the
non-breaching party may enforce such sections by obtaining an injunction to
restrain the violation. Injunctive relief shall be in addition to, and not in
lieu of, any other remedies or damages available at law or in equity, including
the recovery of compensatory and punitive damages from the breaching party.
6. ENTIRE AGREEMENT/MODIFICATION. This Agreement constitutes the entire
agreement between the parties relating to the termination of the Employment
Agreement and supersedes any and all prior agreements or oral representations by
either party related thereto. This Agreement shall not be changed, modified or
amended in any respect except by a written instrument signed by the parties
hereto.
7. CONFIDENTIALITY. The parties agree to keep the terms and conditions of
this Agreement confidential. The parties shall not disclose any information
concerning this Agreement to any person, except attorneys, accountants, tax
advisors or spouse, or as may be required by law. The parties further agree that
prior to making any such disclosure; they shall advise the person to whom
disclosure is made of the confidential nature of this Agreement.
8. CHOICE OF LAW AND INVALID PROVISIONS. This Agreement is made and
delivered in, and shall be governed by, and construed in accordance with, the
applicable laws of the State of Florida and if any term or part of this
Agreement shall be determined to be invalid, illegal or unenforceable, in whole
or in part, the validity of the remaining part of such term or the validity of
any other term of this Agreement shall not in any way be affected. If any
invalidity or unenforceability is caused by the length of any period of time or
the size of any area set forth in any part of this Agreement, the period of time
or area, or both, shall be considered to be reduced to a period or area that
would cure the invalidity or unenforceability.
9. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties thereto, their respective heirs, legal
representatives, successors and Assigns.
10. WAIVER. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party and such party shall be
free to reinstate any such term or condition, with or without notice to the
other party.
11. CONSTRUCTION AND ACKNOWLEDGMENT. This Agreement shall be construed
without regard to any presumption or other rule requiring construction against
the party causing this Agreement to be drafted. All sections or paragraphs in
this Agreement are for convenience only and are not deemed part of the content
of this Agreement.
12. JURISDICTION; VENUE; INCONVENIENT FORUM; JURY TRIAL; ATTORNEYS' FEES.
Any suit, action or proceeding with respect to this Agreement shall be brought
in the Broward County Circuit Court for the Eleventh Judicial Circuit, in and
for Broward, Florida, or in the U.S. District Court for the Southern District of
Florida and the parties accept the exclusive personal jurisdiction of those
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courts for the purpose of any suit, action or proceeding. Each party waives all
rights to any trial by jury in all litigation relating to or arising out of the
interpretation and/or enforcement of this Agreement. In any suit, action or
proceeding brought with respect to this Agreement, the prevailing party shall be
entitled to recover attorneys' fees and costs at both the trial and appellate
levels.
13. COUNTERPARTS. This Agreement may be executed in multiple counterparts,
including by facsimile or electronic transmission, each of which shall be deemed
an original and all of which shall constitute a single agreement.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
EXECUTIVE:
/s/ Kenneth McLeod
-------------------------------------------
Kenneth McLeod
SBS:
SOUTH BEACH SPIRITS, INC.
By: /s/ Vincent Prince
---------------------------------------
Vincent Prince, Chief Financial Officer
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EXHIBIT A
"RESTRICTED" SHARES TO BE ISSUED FOR CONVERSION OF DEBT
Name Number of Shares
---- ----------------
Media 7 Investments, LLC 186,000*
* Based on 52 week average share price of $0.52/share and total debt as of
9/30/2015 of $96,637.05.
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