EX-99.2 3 dex992.txt FORM OF RELEASE AGREEMENT. Exhibit 99.2 RELEASE AGREEMENT Pursuant to the Securities Purchase Agreement (defined below), Coinstar, Inc. ("Coinstar") and the Stockholders (defined herein) enter into this Release Agreement (this "Release Agreement"), dated as of _______, 2001 ("Effective Date"). Coinstar and the Stockholders are individually referred to as "Party" and collectively as "Parties." RECITALS A. The Stockholders and Coinstar have settled and forever resolved any disputed issues arising out of or related to the Stockholders' investment in or ownership of Series A Preferred Stock in Meals.com, warrants for stock in Meals.com, or any other rights of any kind in Meals.com. B. Coinstar has agreed to purchase, among other things, all of the Stockholders' shares of Meals.com Series A Preferred Stock pursuant to the terms and conditions of the Securities Purchase Agreement. C. As condition precedent to Coinstar's obligation to deliver the consideration promised the Stockholders in the Securities Purchase Agreement, the Stockholders desire to execute this Release Agreement to memorialize their relinquishment of any Claims against the Released Parties. AGREEMENT The Parties therefore agree as follows: 1. Definitions. As used herein, the following capitalized terms have the following meanings: "Claims" means any claim, demand, debt, loss, obligation, liability, cost, expense (including, without limitation, attorneys' fees), right of action or cause of action of whatever kind or nature (whether known or unknown, suspected or unsuspected, past or present, in contract or tort, or otherwise). "Meals.com" means Meals.com, Inc., a Delaware corporation. "Related Parties" means the legal representatives, directors, officers, employees, agents, heirs, spouses, executors, personal representatives, estates, administrators, successors and assigns of each Stockholder. PAGE 1 "Release" (or any conjugation thereof) means to release, remise, acquit and forever discharge. "Released Claims" means the Claims that are Released pursuant to Section 2 hereof and specifically includes, without limitation, any Claims asserted by Stockholders or their representatives against the Released Parties. "Released Parties" means the party giving a Release hereunder and each of their past and present directors, officers, agents, servants, employees, affiliated entities, attorneys, advisors, insurance companies, predecessors, successors and assigns. "Securities Purchase Agreement" means the Securities Purchase Agreement by and between Coinstar and the Stockholders executed substantially contemporaneously with this Release Agreement. "Stockholders" means all the holders--excluding Coinstar--of Series A Preferred Shares, warrants or other stock interests in Meals.com, Inc. 2. Release. Each of the Stockholders hereby, for themselves and on behalf of their respective Related Parties, irrevocably and unconditionally Releases Coinstar and each of its Released Parties, from any and all Claims that the Stockholders or their Related Parties may now or hereafter have against the Released Parties; provided that nothing in the foregoing will release, discharge or otherwise affect (i) any obligation, right, liability or claim under the Securities Purchase Agreement, (ii) any claims related to common stock of Coinstar, or (iii) Claims arising after the Effective Date that are unrelated to Meals.com. Effective upon receipt of this Release Agreement signed by each of the Stockholders, Coinstar hereby, for itself and and on behalf of its respective Related Parties, irrevocably and unconditionally Releases the Stockholders and each of their Released Parties, from any and all Claims that Coinstar or its Related Parties may now or hereafter have against the Released Parties; provided that nothing in the foregoing will release, discharge or otherwise affect (i) any obligation, right, liability or claim under the Securities Purchase Agreement, (ii) any claims related to common stock of Coinstar previously owned by the Stockholders, or (iii) Claims arising after the Effective Date that are unrelated to Meals.com. 3. Unknown Claims. Each of the Parties acknowledges that it is aware that it may hereafter discover facts different from or in addition to what it now knows or believes to be true with respect to the Released Claims, and these releases will be and remain in effect in all respects as complete general releases as to the matters released, notwithstanding any such different or additional facts. Each of the Parties PAGE 2 acknowledge that it has been informed of Section 1542 of the Civil Code of the State of California, and, to the extent such Section may apply to it, does hereby expressly waive and relinquish all rights and benefits, if any, which it has or may have under said section, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 4. No Pursuit of Released Claims. Subject to the terms of this Release Agreement, no Party will no commence, prosecute, or assist any action or proceeding based upon, or otherwise assert or pursue any claim, demand or cause of action based on the Released Claims. 5. Representations. The Parties represent and warrant that they have not heretofore assigned, pledged or otherwise transferred any of the Released Claims, or purported to do any of the foregoing. 6. Confidentiality. Each of the Parties will keep the terms of this Release Agreement confidential (except to the extent that Coinstar discloses the terms of this Release Agreement and/or the Securities Purchase Agreement). Without limiting the generality of the foregoing, none of the Parties will disclose the terms of this Release Agreement to anyone other than its directors, officers, legal counsel, accountants and other representatives who have agreed or are otherwise bound to keep this Release Agreement confidential. 7. No Admission. This Release Agreement will not be interpreted or construed as an admission or concession of liability by any of the Parties with regard to any matter. 8. Successors and Assigns. This Release Agreement will be fully binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective spouses, successors and assigns. 9. Governing Law; Venue. This Release Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Washington without reference to its choice of law principles to the contrary. The Stockholders hereby irrevocably consent to personal jurisdiction and venue in the state and federal courts located in King County, Washington with respect to any actions, claims or proceedings arising out of or in connection with this Release Agreement, and will not to commence or prosecute any such action, claim or proceeding other than in the aforementioned courts. PAGE 3 10. Entire Agreement. This Release Agreement sets forth the sole and exclusive agreement, and supersedes any and all prior agreements among the Parties (except the Securities Purchase Agreement). No amendment or modification of this Release Agreement will be binding unless it is in writing and signed by the Parties to be bound. 11. Severability of Provisions. If any provision of this Release Agreement is found to be invalid or unenforceable, then the remainder of this Release Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the purpose of this Release Agreement. 12 Attorneys' Fees. If any legal action or other proceeding is brought for the enforcement of this Release Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Release Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys' fees and other reasonable costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. 13. Legal Advice and Understanding of Agreement. Each of the Parties represents that it has received, or it has had the opportunity to obtain, independent legal advice with respect to the advisability of entering into this Release Agreement and none of the Parties have been entitled to rely upon or has in fact relied upon the legal or other advice of the other Parties' counsel in entering into this Release Agreement. Each of the Parties represents that it has carefully read this Release Agreement, that this Release Agreement has been fully explained to it by its attorney, that it fully understands all of the terms and provisions of this Release Agreement and the Release Agreement's binding effect, and that it is entering into this Release Agreement voluntarily. Each of the Parties acknowledge that the other Parties are entering into this Release Agreement in reliance upon the foregoing representations. 14. Authority. The execution and delivery by each of the Stockholders has been duly authorized and approved and no further consents, approvals or authorizations of any other person or entity are necessary to authorize each of the Stockholders to enter into and perform all of the obligations hereunder. 15. Counterparts. This Release Agreement may be executed in one or more original, photocopied, facsimile, or telecopied counterparts, and all executed counterparts will be deemed to be one and the same instrument. ((SIGNATURE PAGES FOLLOW)) PAGE 4 In witness whereof, the Parties have entered into this Release Agreement as of the date first set forth above. COINSTAR: COINSTAR, INC. By: ------------------------------- Its: ------------------------------ Address: 1800 114th Avenue SE Bellevue, WA 98004 Fax: ------------------------ Telephone: ------------------------ PAGE 5 ACORN VENTURES IS, LLC By:________________________________ Its: ______________________________ Address: 1309 - 114/th/ Avenue SE, #200 Bellevue, WA. 98004 Fax: 425-462-4950 Telephone: 425-462-1345 INTERNET VENTURES, LLC By:________________________________ Its: ______________________________ Address: 1309 - 114/th/ Avenue SE, #200 Bellevue, WA. 98004 Fax: 425-462-4950 Telephone: 425-462-1345 PAGE 6 GREG ADAMS ---------------------------------- Greg Adams Address: 2600 Century Square 1501 4/th/ Avenue Seattle, WA. 98101-1688 Fax: 206-628-7699 Telephone: 206-628-7610 SCOTT DRUM ---------------------------------- Scott Drum Address: 16868 SE 57th Place Bellevue, WA. 98005 Fax: 630-566-4185 Telephone: 425-957-1180 LYNN DRUM ----------------------------------- Lynn Drum Address: 16868 SE 57th Place Bellevue, WA. 98005 Fax: 630-566-4185 Telephone: 425-957-1180 PAGE 7 STEPHEN SCHERBA, Jr. -------------------------------- Stephen Scherba, Jr. Address: NW Financial Advisory Services 509 Crockett Street Seattle, WA. 98109 Fax: 206-282-2317 Telephone: 206-282-6341 ELAINE SCHERBA ------------------------------- Elaine Scherba Address: NW Financial Advisory Services 509 Crockett Street Seattle, WA. 98109 Fax: 206-282-2317 Telephone: 206-282-6341 PAGE 8 WAYNE PERRY ------------------------------- Wayne Perry Address: P.O. Box 998 Bellevue, WA 98009 Fax: 425-519-3989 Telephone: 425-519-3980 STEVEN HOOPER ------------------------------- Steven Hooper Address: 4001 Hunts Point Road Bellevue, WA 98004 Fax: 425-462-9891 Telephone: 425-462-9890 RICHARD SONSTELIE ------------------------------- Richard Sonstelie Address: 57 E Roanoke St. Seattle, WA 98102 Fax: 206-320-9845 Telephone: 206-320-0747 PAGE 9 CINDY SONSTELIE ------------------------------- Cindy Sonstelie Address: 57 E Roanoke St. Seattle, WA 98102 Fax: 206-320-9845 Telephone: 206-320-0747 PFUND POLAKOFF FAMILY TRUST DTD 2-18-93 By: _______________________________ Its: ______________________ Address: One Bush Street San Francisco, CA 94104 Fax: 415-439-3818 Telephone: 415-439-3310 PAGE 10 MARK STROM ------------------------------- Mark Strom Address: 5505 Lk. Washington Blvd. NE No. 3B Kirkland, WA. 98033 Fax: 425-576-8257 Telephone: 425-576-8166 BERNEE STROM ------------------------------- Bernee Strom Address: 5505 Lk. Washington Blvd. NE No. 3B Kirkland, WA. 98033 Fax: 425-576-8257 Telephone: 425-576-8166 PAGE 11 DENNIS WEIBLING ------------------------------- Dennis Weibling Address: 2300 Carillon Point Kirkland, WA. 98033-7353 Fax: 425-828-8060 Telephone: 425-828-8000 RONALD WEINSTEIN ------------------------------- Ronald Weinstein Address: 4823 Lk. WA. Blvd NE #1 Kirkland, WA 98033-7600 Fax: 425-827-6844 Telephone: 425-822-8002 ANDREW QUARTNER ------------------------------- Andrew Quartner Address: Suite 1000 1730 Rhode Island Avenue NW Washington, DC 20036 Fax: 202-721-0995 Telephone: 202-721-0987 PAGE 12 GERRY SALEMME ------------------------------- Gerry Salemme Address: Suite 1000 1730 Rhode Island Avenue NW Washington, DC 20036 Fax: 202-721-0995 Telephone: 202-721-0999 THE CASCADE GROUP, LLC By:________________________________ Its: ______________________________ Address: 2415 Carillon Point Kirkland, WA 98033 Fax: 425-828-8101 Telephone: 206-528-0744 PAGE 13 CLEAR FIR PARTNERS, L.P. By:________________________________ Its: ______________________________ Address: 200 Galleria Parkway Suite 1800 Atlanta, GA 30339 Fax: 770-956-7412 Telephone: 770-563-8247 KELLET PARTNERS, LP By:________________________________ Its: ______________________________ Address: 200 Galleria Parkway Suite 1800 Atlanta, GA 30339 Fax: 770-956-7412 Telephone: 770-563-8247 PAGE 14 GARY SLEDGE ------------------------------- Gary Sledge Address: 200 Galleria Parkway Suite 1800 Atlanta, GA 30339 Fax: 770-956-7412 Telephone: 770-563-8247 PAGE 15