SETTLEMENT AGREEMENT AND GENERAL RELEASE
SETTLEMENT
AGREEMENT AND GENERAL RELEASE
The
following is a Settlement Agreement and General Release (the "Agreement") by
and
among THE SMALL BUSINESS COMPANY, INC. (hereafter referred to as "SBCO") and,
XXXXX XXXXXX (hereafter referred to as “XXXXXX”, regarding any and all past and
present known and unknown claims and disputes (and their future effects) that
have arisen or could arise out of the events described in the recitals below.
SBCO and XXXXXX may be collectively referred to herein as the
"PARTIES".
For
the
purposes of this Agreement, the PARTIES addresses of record are 000 Xxx xx
xx
Xxxxx, Xxx. 000, Xxxxxx Xxxxx, XX 00000.
Definitions
“Effective
date”
shall
mean “effective date” shall mean that all of the transactions contemplated
herein, including but not limited to those related to the issuance of stock
pursuant to the terms of this Agreement will have occurred on or before June
30,
2008.
Recitals
A.
SBCO
is a corporation duly formed, existing, and operating in good standing under
the
laws of the State of Delaware.
B.
On or
about January 1, 2008, XXXXXX and SBCO entered into a written note by which
XXXXXX lent SBCO aggregate sums totaling forty thousand dollars ($40,000.00).
Specifically, XXXXXX’X payments to SBCO occurred on:
-
January
29, 2008 for $10,000
-
February 14, 2008 for $20,000
-
March
31, 2008 for $10,000
The
note
is attached to this settlement agreement and incorporated herein by reference.
The terms of the note provided that SBCO would repay XXXXXX the principal and
interest on demand. XXXXXX has made demand upon SBCO for repayment of the note
in both principal and interest. SBCO offered to pay XXXXXX, in lieu of cash,
restricted stock as satisfaction of both the principal and interest owed by
SBCO. XXXXXX is amenable to this resolution, and the PARTIES agree that the
acceptable price per share for this restricted stock issuance shall be two
cents
[$0.02] per share.
C.
The
PARTIES, having negotiated in good faith, with a view to resolve the claims
of
XXXXXX without formal mediation, arbitration or litigation, agree to the
following.
Incorporation
of Recitals
1. The
contents of the Recitals above are incorporated herein by reference as though
fully set out. The PARTIES waive any rules of construction making the Recitals
inapplicable in construing or enforcing this Agreement.
Terms
and Conditions
2. Settlement
Amount.
After
this Agreement is signed by all the PARTIES, SBCO agrees to take action by
resolution of its board of directors to [1] formally accept the terms of this
Agreement; and, [2] direct its transfer agent to issue two million [2,000,000]
shares of restricted common stock in SBCO as full and final payment to XXXXXX
for all sums of interest and principal due and payable to him under the
note.
4.
Release
of Claims.
In
further consideration of the mutual covenants hereto, and except as otherwise
provided herein, the PARTIES agree on behalf of themselves their heirs,
executors, administrators, successors, agents, employees, officers, and board
members as the case may be, to irrevocably and unconditionally release and
forever discharge each and the other, their agents, directors, officers,
employees, representatives, insurance carriers, attorneys, divisions,
subsidiaries, affiliates (and agents, directors, officers, employees,
representatives, insurance carriers, and attorneys of such divisions,
subsidiaries, and affiliates), and their predecessors, successors, heirs,
executors, administrators, and assigns, and all persons acting by, through,
under, or in concert with any of them (collectively "Releasees"), of and from
any and all claims, actions, causes of action, suits, debts, charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, and expenses (including attorney fees and costs actually
incurred), of any nature whatsoever, known or unknown, in law or equity, arising
out of the facts contained in the Recitals [incorporated by reference herein
as
though fully set out], as well as any other claims based on constitutional,
statutory, common law, or regulatory grounds.
5.
Limitation
of Waiver,
Future
Suits and Proceedings. Except as provided for herein, the PARTIES promise not
to
institute any future suits or proceedings at law or in equity or any
administrative proceedings against each and the other for or on account of
any
claim or cause of action arising out of the facts in the Recitals herein
[incorporated by reference as though fully set out].
6.
Disclaimer
of Liability and Future References.
This
General Release and Settlement Agreement does not constitute and shall not
be
construed as an admission of liability or wrongdoing by any party, its agents,
employees, or successors, with respect to any claims asserted by
XXXXXX.
7.
Full
Knowledge and Volition; Civil Code §1542 Waiver.
This is
intended, as a full and complete release and discharge of any or all claims
that
XXXXXX may or might have or had against SBCO, and in accepting said sum and
stated terms and conditions XXXXXX does so in full settlement, release and
discharge of any and all such claims, and intends to and does hereby release
and
discharge SBCO of and from any and all liability of any nature whatsoever for
all claims arising out of the Recitals herein, specifically including, but
not
limited to, all contract and consequential damages to XXXXXX on account of
said
events alleged in the Recitals, as well as for all consequences, effects and
results thereto and resulting damages to XXXXXX, whether the same or any
circumstances pertaining thereto are now known or unknown to XXXXXX or anyone
else, expected or unexpected by XXXXXX or anyone else, or have already appeared
or developed or may now be latent or may in the future appear or develop or
become known to XXXXXX or anyone else, and all rights under Section 1542 of
the
Civil Code of the State of California are hereby expressly waived by XXXXXX,
who
understands, and has had the opportunity to meet and confer with counsel of
his
choice as to the effects of waiving Section 1542, that said Section provides
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."
8.
Resolution
of All Claims.
XXXXXX
acknowledges and understands that this Agreement specifically includes and
resolves any and all claims that he may individually have against SBCO regarding
the subject matter hereof.
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9.
Materiality
of All Conditions and Obligations.
Except
as otherwise expressly provided in this agreement the PARTIES understand and
acknowledge that all of the conditions and obligations in this Agreement are
material and that the non-occurrence or breach of any such condition or
obligation by a party is not allowed and shall result in the other party being
entitled to assert any and all rights it may have in law or equity.
10.
Complete
Agreement.
This
General Release and Settlement Agreement contains the entire Agreement between
XXXXXX and SBCO and there is no agreement on the part of either PARTY to do
any
act or thing other than as expressly stated in this Agreement. There will also
be no modifications or amendments to this Agreement unless they are in writing,
signed by all of the PARTIES.
11.
Counterpart
Originals.
This
Agreement may be signed in counterparts and facsimile signatures are agreed
to
be as effective as the original for purposes of this Agreement. It is also
agreed by the PARTIES that counterpart signatures, once collected and exchanged
unilaterally, shall all be collectively construed to be a complete document
when
combined with other counterpart signatures.
12.
Governing
Law; Jurisdiction.
This
Agreement shall be construed and enforced under California law. The PARTIES
agree that the Superior Court for the State of California, County of San Diego,
shall have jurisdiction over any dispute arising over the terms, conditions,
application or interpretation of this Agreement. Should any legal dispute
between the PARTIES arise, and legal action is commenced, then the prevailing
party to any such litigation shall recover, as an element of costs, their
reasonable attorney fees.
13.
Corporate
Authority.
All
necessary corporate action has been taken to enter into this Agreement and
comply with its terms. The corporate and other business entities who execute
this Agreement on behalf of the PARTIES have complete and sole authority to
enter into this Agreement on behalf of their respective entities.
14.
Notices;
Delivery.
Any
covenants herein requiring SBCO to deliver stock certificates to XXXXXX shall
be
made to 000 Xxx xx xx Xxxxx, Xxx. 000, Xxxxxx Xxxxx, XX 00000.
15.
ACKNOWLEDGMENT.
THE
PARTIES ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ THIS GENERAL RELEASE AND
SETTLEMENT AGREEMENT AND UNDERSTAND ITS CONTENTS AND CONSEQUENCES; THAT EACH
HAS
BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF CHOICE; THAT XXXXXX
UNDERSTANDS THE EFFECT OF HIS WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542;
THAT
THE ONLY PROMISES MADE TO XXXXXX TO SIGN THIS AGREEMENT ARE THOSE STATED IN
THE
AGREEMENT; THAT XXXXXX HAS HAD SUFFICIENT TIME TO REVIEW THIS AGREEMENT; AND,
THAT XXXXXX IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITHOUT ANY
COERCION, OR DURESS. XXXXXX ALSO ACKNOWLEDGES THAT HE HAS NOT RELIED ON ANY
REPRESENTATIONS, PROMISES, OR AGREEMENT OF ANY KIND MADE TO HIM IN CONNECTION
WITH HIS DECISION TO ACCEPT THE SETTLEMENT EXCEPT THOSE SET FORTH IN THIS
DOCUMENT.
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"XXXXXX”
“XXXXX
XXXXXX"
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By:
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Dated:
JUNE 1, 2008
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XXXXX
XXXXXX
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"SBCO”
“THE
SMALL BUSINESS COMPANY, INC."
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By:
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Dated:
June 1, 2008
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THE
SMALL BUSINESS COMPANY, INC.
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By:
[Printed Name]: _______________________________
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Position:
________________________________________
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