SETTLEMENT AND RELEASE AGREEMENT
Exhibit
10.1
This
Settlement and Release Agreement (the “Agreement”) is entered into November 29,
2005 among Xxxxx X. Xxxxx, an individual (“Xx. Xxxxx”), Theater Xtreme
Entertainment Group, Inc. (the “Company”) and the Initial Investors identified
on the signature page hereto.
WHEREAS,
Xx.
Xxxxx is the founder of Theater Xtreme, Inc. and currently serves as the
Company’s President, Chief Executive Officer and Chairman;
WHEREAS,
on
February 11, 2005, Theater Xtreme, Inc. merged with and into BF Acquisition
Group II, Inc. (the “Merger”);
WHEREAS,
following the Merger, the name of the surviving entity was changed to Theater
Xtreme Entertainment Group, Inc.;
WHEREAS,
certain
of the initial investors of Theater Xtreme, Inc. identified on the signature
page hereto (the “Initial Investors”), are concerned about the number of shares
issued to Xx. Xxxxx by Theater Xtreme, Inc. prior to the Merger, the number
of
shares issued in the Merger and the number of shares issued to new investors
in
a subsequent private placement by the Company, and the respective dilution
to
the holdings of such Initial Investors that has occurred as a result of such
issuances;
WHEREAS,
to
resolve the identified concerns regarding such dilution, Xx. Xxxxx has agreed,
pursuant to this Agreement to tender to the Company for redemption 800,000
of
his shares for distribution to the Investor Relations firms identified on
Schedule
I
attached
hereto as determined by the Company without Xx. Xxxxx’x participation as payment
for services provided to the Company by such Investor Relations
firms;
In
consideration of the foregoing, and in consideration of the undertakings
set
forth hereinafter, and intending to be legally bound, the parties agree as
follows:
1. Xx.
Xxxxx
shall within two (2) business days of the execution of this Agreement tender
to
the Company for redemption 800,000 shares of his common stock of the Company
and
shall file the necessary securities forms to reflect such tender.
2. The
Company shall within two (2) business days of the receipt of the shares from
Xx.
Xxxxx, distribute the shares to the Investor Relations firms as set forth
on
Schedule
I
attached
hereto.
3. The
Initial Investors, each on their own behalf and on the behalf of their
respective successors and/or assigns, hereby jointly and severally, forever
release, discharge and dismiss any and all claims, rights, causes of action,
suits, obligations, debts, demands, liabilities, controversies, costs, expenses,
fees and/or damages of any kind (including, without limitation, any and all
claims alleging violations of federal or state securities laws, common-law
fraud
or deceit, breach of fiduciary duty, negligence or otherwise), whether directly,
derivatively, representatively or in any other capacity, against Xx. Xxxxx
or
his successors or assigns, in any way based upon, arising from, relating
to or
involving, directly or indirectly, the transactions contemplated by this
Agreement or that led to this Agreement, including without limitation the
dispute reflected in the WHEREAS clauses to this Agreement.
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4. The
Company, on its own behalf and on behalf of it successors and/or assigns,
hereby
forever releases, discharges and dismisses any and all claims, rights, causes
of
action, suits, obligations, debts, demands, liabilities, controversies, costs,
expenses, fees and/or damages of any kind (including, without limitation,
any
and all claims alleging violations of federal or state securities laws,
common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise),
whether directly, derivatively, representatively or in any other capacity,
against Xx. Xxxxx or his successors or assigns, in any way based upon, arising
from, relating to or involving, directly or indirectly, the transactions
contemplated by this Agreement or that led to this Agreement, including without
limitation the dispute reflected in the WHEREAS clauses to this
Agreement.
5. It
is
agreed and understood that the execution of this Agreement and the actions
contemplated hereby is not, and is not deemed to be, an admission of liability
on the part of Xx. Xxxxx. It is expressly understood and agreed that Xx.
Xxxxx
denies liability and that the actions contemplated hereby are in full accord
and
satisfaction of, and in compromise of, a disputed claim and that the tender
of
shares for redemption is made for the purpose of terminating any potential
dispute between Xx. Xxxxx, the Company and the Initial Investors.
6. This
Agreement constitutes the entire understanding of the parties with respect
to
the subject matter, and there are no other agreements or understandings,
express
or implied.
7. This
Agreement may be executed in counterparts which, taken together, shall
constitute one document.
8. This
Agreement shall be governed by the laws of the State of Florida without regard
to any conflicts of laws provisions.
9. This
Agreement is binding on the parties, their successors, heirs, assigns, related
companies and affiliates.
[Signatures
on Following Page]
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IN
WITNESS WHEREOF, this Agreement has been executed as of the date and year
first
set forth above.
XXXXX
XXXXX
By:
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
|
By:
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
Title:
Chief
Financial Officer
|
INITIAL
INVESTORS:
XXXXXXX
XXXXXX
By:
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
|
XXXXX
XXXXXXX
By:
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
|
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SCHEDULE
I
DISTRIBUTION
TO INVESTOR RELATIONS FIRMS
Four
hundred thousand (400,000) shares of common stock to each of the
following:
Nevada
Capital Holdings Company
000
Xxxxxxxxxx XX X0
Xxxxx
#
000
Xxxxxx
Xxxx, XX 00000
Monmouth
Holdings LLC
000
X.00xx Xxxxxx
Xxx.
0X
Xxx
Xxxx,
XX 00000
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