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JUL-E-015 09:19 FROM: TO: 16785590630 P.1/2 07/67/2015 0646
a010808800002 PAGE @1
1, Alan Human. declare as follows: I am the Chief Executive
Officer of Hayman Sports, LLC. I make this
Declaration in support of Defendants Motions to Stay. I know the
fbllowing facts of my own personal knowledge and if called as a
witness could, and would, competently testify thereto.
2. Attached hereto as Exhibit is a true and correct copy of the
Settlement and Release Agreement ("Settlement Agreement") by and
among Golden Boy Boxing, LLC, Golden Boy Boxing Holdings, LLC
Golden Boy Enterprises, LLC, Oscar De La Hoyu and the Oscar Dc La
Hoya Separate Property Trust Richard Schaefer, and Akin Hayman
Development, Inc., Haymon Properties, LW, Haymon Holdings, LLC I
and Haymon Sports, LLC (collectively, "Haymon").
3. On January 8, 2015, Haytnon exercised a discretionary right
under the Settlement Agreement to end its business relationship
with Golden Boy In return for Haynion tnaldng a highly substantial
settlement payment to Golden Boy.
4. Ryan Caldwell is the Chief Operating Officer of Haymon
Sports, LLC and has held that position since June 19, 2014.
I declare under penalty of poijwy under the laws of the United
States of
America that the foregoing is true and corect. Executed thIs 6th
day of Iuly 2015, at Los Angelea, California.
MOTiON % STAY Adiii Cme No. 2:15 cv.4337gJFW.MJ%W
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SETTLEMENT AND RELEASE AGREEMENT
1. PARTIES
1.1 This Settlement and Release Agreement (the "Agreement"),
dated as of August 5, 2014 (the "Effective Date"), is entered into
by and among Golden Boy Boxing, LLC ("Boxing"), Golden Boy Boxing
Holdings, LLC ("Holdings"), Golden Boy Enterprises, LLC
("Enterprises"), Oscar De La Hoya ("De La Hoya") and the Oscar De
La Hoya Separate Property Trust (the "Trust"), Richard Schaefer
("Schaefer"), and Alan Haymon Development, Inc., Haymon Properties,
LLC, Haymon Holdings, LLC, and Haymon Sports, LLC (collectively the
Haymon entities, "Haymon"). Boxing, Holdings, Enterprises, Dc La
Hoya, and the Trust shall be collectively referred to herein as
"Golden Boy." Golden Boy, Schaefer and Haymon shall be collectively
referred to herein as the "Parties." For good and valuable
consideration, the sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows.
2. RECITALS
2.1
2.2
I
2.3
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2.4 Haymon manages or advises various professional boxers, some
of whom have existing promotional agreements with Golden Boy and
some of whom have had their bouts promoted by Golden Boy but are
not a party to any express or implied promotional agreement with
Golden Boy.
2.5 In order to resolve any and all claims among them, and
without admitting liability or responsibility in any way, Golden
Boy, Schaefer and Haymon now desire to resolve all of their
disputes on the terms and conditions as set forth herein.
3. AGREEMENT
3.1
3.2
3.2.1
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3.2.2
3.2.3
3.2.4
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3.3.1
3.3
(a)
(b)
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3.3.2
3.3.3
(a) (b) (c)
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(d) (e)
3.3.4
3.3.5
3.3.6
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3.4
3.5
3.6
3.7
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3.8
3.9
3.10
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4. RELEASES
4.1
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4.2 Except for the obligations set forth in this Agreement,
Haymon hereby releases and discharges Golden Boy and each of their
affiliated persons and entities, including without limitation,
directors, shareholders, members, managers, agents, attorneys and
successors, from any and all claims, actions, debts or liabilities
of any kind, whether known or unknown, fixed or contingent, from
the beginning of time through the date of the execution of this
Agreement, including, but not limited to, any of the matters
alleged in the arbitration filed by Golden Boy.
4.3 Except for the obligations set forth in this Agreement,
Golden Boy hereby releases and discharges Haymon, each Haymon
Boxer, and each of their affiliated persons and entities, including
without limitation, directors, shareholders, members, managers,
agents, attorneys, officers, employees, and their respective
successors, from any and all claims, actions, debts or liabilities
of any kind, whether known or unknown, fixed or contingent, from
the beginning of time through the date of the execution of this
Agreement, including, but not limited to, the claims in the
arbitration filed by Golden Boy and any other claims which arise
out of, or relate to, Schaefers employment with Golden Boy and any
other activities and agreements between Haymon and/or the Haymon
Boxers on one hand, and Golden Boy on the other hand. In the event
that any Haymon Boxer brings a claim against any Golden Boy entity
based on allegations of conduct occurring at any time prior to and
including the date of execution of this Agreement, Haymon agrees to
fully indemnify Golden Boy from any such claim, including but not
limited to, paying any actual attorneys fees or costs incurred by
Golden Boy in defending against any such claim.
4.4
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4.5
4.6
4.6.1
4.6.2
4.6.3
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4.7 Except as specifically set forth in Paragraphs 4.3, 4.4,
4.5, and 4.6, Schaefer, Haymon and Golden Boy hereby waive all
rights under California Civil Code section 1542, which section
reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
4.8 Each of the Parties represents and warrants that he or it
has not assigned or transferred to any other person, firm or
corporation in any manner, including by way of subrogation or
operation of law or otherwise, all or any portion of any claim,
demand, right, action or cause of action that he or it had, has or
might have arising out of the matters released hereby. In the event
that any claim, demand or suit should be made or instituted against
any person or entity released hereby because of any such purported
assignment, subrogation, or transfer, each of the Parties claimed
to have made such an assignment, subrogation, or transfer agrees to
indemnify and hold any party released hereby harmless against such
claim, demand, or
suit, including attorneys fees and costs, if any.
4.9 The releases in Paragraphs 4.1, 4.2, 4.3, and 4.4 survive
the termination of this Agreement and the Term, whether by
expiration of the Term or otherwise.
5. CONFIDENTIALITY AND NON-DISPARAGEMENT
5.1
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5.2
5.3
6. DISPUTE RESOLUTION
6.1 Any and all disputes arising out of, relating to, or
regarding this Agreement - including but not limited to its
implementation, interpretation, validity or enforcement - as well
as any GB Reserved Claim shall be exclusively and solely resolved
through an expedited binding and confidential arbitration before
the Hon. Daniel Weinstein, Ret. The Parties agree to waive any
disclosure that needs to be made by Judge Weinstein in order for
such binding proceeding to be enforceable. Judge Weinstein will
decide how any such proceeding shall be conducted, including
whether and how discovery will be conducted, whether and how
evidence will be presented, the nature of any briefing and argument
and the venue of any such proceeding, and in the absence of any
decision by Judge Weinstein, such matter shall be as determined by
the JAMS Streamlined Arbitration Rules and Procedures. Judge
Weinstein shall be authorized to award all forms of relief,
including equitable and injunctive relief he deems appropriate. Any
ruling or award issued by Judge Weinstein shall be final and
binding and not subject to any appeal; provided, however, the
Parties shall be entitled to solely bring actions which may be
necessary to confirm or enforce any such ruling or award by Judge
Weinstein. The prevailing party in any
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such arbitration shall be entitled to recover reasonable
attorneys fees and costs, including all arbitration costs (e.g.,
Judge Weinsteins or Ms. Hasses) fees in conducting the proceeding.
In the event of Judge Weinsteins inability to arbitrate the dispute
due to unavailability, illness or incapacity, the parties agree to
conduct the binding arbitration before Lizbeth Hasse, who shall
conduct the arbitration pursuant to the JAMS Streamlined
Arbitration Rules and Procedures. Notwithstanding anything to the
contrary, each of the parties hereto acknowledges and agrees that
in connection with any proceeding involving Haymon under this
Section 6. 1, no party hereto (or otherwise) shall have any right
or authority to audit or review any financial records of Haymon or
its affiliates, without any limitation to any rights to review or
audit any other party hereto, excluding solely as set forth in
Section 7.2 below.
7. REPRESENTATIONS AND WARRANTIES
7.1
7.2 Haymon represents and warrants that: (a) it has not
knowingly committed any act that constitutes a violation of the
Muhammad Ali Boxing Reform Act, codified at 15 U.S.C. 6301 etseq.;
(b (c)
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7.2.1 Without limiting the foregoing, Haymon agrees to
indemnify, defend, and hold harmless the Golden Boy entities for
any losses, damages and/or expenses (including reasonable attorneys
fees incurred in connection therewith), which any such Golden Boy
entity may incur or be obligated to pay, arising from any breach by
Haymon of clause (a) or (b) of Section 7.2 (the "Haymon
Indemnification Obligation").
7.2.2
7.2.3
7.3
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7.4
8. MISCELLANEOUS
8.1 The Parties execute this Agreement voluntarily, with full
knowledge of its significance, and with the express intention of
effecting the full release of the released claims, including
unknown or unanticipated claims (other than the GB Reserved
Claims).
8.2 -
8.2.1
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6
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8.2.7
8.2.8
8.2.9
8.3 This Agreement is made under, and shall be construed and
enforced in accordance with, the laws of the State of California
without regard to its conflict of laws rules.
8.4
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8.5
8.6 This Agreement shall be binding upon and inure to the
benefit of the heirs, administrators, executors, stockholders,
employees, successors and assigns of the Parties and any parent,
subsidiary and/or affiliated entity of each of the Parties.
8.7 This Agreement sets forth the entire agreement between the
Parties concerning the settlement of the disputes described in this
Agreement, and, except as provided herein, shall supersede any and
all prior agreements or understandings, written or oral, between
the Parties pertaining to the subject matter hereof. This Agreement
may not be amended, modified, or terminated, in whole and/or in
part, except by an instrument in writing, executed by all of the
Parties or their authorized representatives. Notwithstanding
anything to the contrary, each party hereto acknowledges and agrees
that each partys obligations and rights, with respect to any other
party, is separate and distinct, and (i) no party shall be liable
or responsible for any other partys breach or obligations
hereunder, and (ii) a breach by a party hereto shall not void,
rescind, terminate, or modify any other partys obligations and
rights hereunder.
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8.8 To the extent that any additional documents are required to
be executed by any of the Parties in order to effectuate or can)
out this Agreement, such party shall promptly execute and deliver
such documents.
8.9 The provisions of this Agreement shalt be deemed severable
and the Invalidity and unenforceability of any one or more of the
provisions hereof shall not affect the validity and enforceability
of the other provisions hereof.
8.10 The terms of this Agreement have been negotiated at arms
length among sophisticated Parties represented by counsel. As a
result, the rule of "Interpretation Against the Draftsman" shall
not apply in any dispute over interpretation of the terms of this
Agreement.
Dated; it/il//V AKr/- eAFER
Dad: i(q / C_1~~~E A HOYA, indt)ld
of the Oscar Do La Hoya
Dated:/
GOLDEN BOY BO NO, LLC
By. r Do La Hoya Its: President
Dated; 2, , ...# BOY BxlNG HOL
By: Oscar Dc La Floya Its: President
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and qiTruste pj Trost
LLC
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Dated: I GOLD Y ENTERP SES, LLC
By: Oscar Dc La Hoya Its: President
Dated: / -/ f)IY ALAN HAYMON DEVELOPMENT, INC.
Its: President
Dated:____ Haymon Sports, LLC
/I ~~k 74~~~ Its: President
bated/7g 4
Haymon Properties, LLC
B
Alan Haymon Its: President
Dated: /L/f Vi V Haymon Holdings, LLC
Alan Hairdon Its: President
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EXHIBIT A
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
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EXHIBIT B
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11
12.
13.
14.
15.
16.
17.
18.
19
20.
21.
22.
23.
24.
25.
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26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49
50.
51.
52.
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53.
54.
55.
56.
57.
58.
59.
60.
61.
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