CONSENSUAL TERMINATION OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS TERMINATION OF THE AGREEMENT AND PLAN OF REORGANIZATION BY
CONSENT OF THE PARTIES (the "Termination") is made as of November 27, 2001, by
and among Informed Care, Inc., a privately owned Florida corporation ("ICI"),
Hometown Info, Inc., a privately owned Minnesota corporation ("HII"), Xxxxxxx
Communications, Corp., a publicly owned and traded Iowa corporation ("MCC")
(collectively referred hereinafter as the "Parties").
WHEREAS, the Parties executed an Agreement and Plan of Reorganization on
July 25, 2001 and an addendum to the Agreement and Plan of Reorganization on
August 10, 2001 (collectively the "Definitive Agreement") pursuant to which the
Parties were to exchange shares of their common stock so that ICI and HII would
become wholly-owned subsidiaries of MCC subsequent to the amendment to MCC's
charter ("Newco"); and
WHEREAS, the Parties appear to be unable to meet the conditions required by
the plan of reorganization outlined and agreed upon, as set forth in the
Definitive Agreement; and
WHEREAS, Article 12, Section 12.1.1, of the Definitive Agreement provides
for termination of the Definitive Agreement by mutual written agreement of the
Parties; and
WHEREAS, the Parties mutually desire to terminate the Definitive Agreement
pursuant to Paragraph 12.1.1 of the Definitive Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1
TERMS & CONDITIONS - TERMINATION AGREEMENT TO PREVAIL
Any inconsistencies between the terms and conditions of the provisions of
this Termination and the Definitive Agreement shall be resolved in favor of the
provisions of this Termination Agreement.
ARTICLE 2
EFFECT OF TERMINATION OF THE DEFINITIVE AGREEMENT
Pursuant to this Termination Agreement, the Parties shall have no further
obligation to each other and the Definitive Agreement shall be null, void, and
of no further force and effect.
ARTICLE 3
ATTORNEY FEES, COSTS & EXPENSES
Each Party shall be wholly responsible for its own legal, accounting, and
other professional fees, together with any and all costs and expenses, incurred
in connection with the plan of reorganization set forth and agreed upon in the
Definitive Agreement.
ARTICLE 4
MUTUAL RELEASE AND HOLD HARMLESS
The Parties hereby RELEASE, ACQUIT, FOREVER DISCHARGE, and HOLD HARMLESS
one another, their respective principals, representatives, agents, employees,
attorneys, insurers, and assigns, of and from any and all claims, demands,
damages, actions, causes of action, breaches, violations, debts, liabilities or
controversies of any kind whatsoever, whether known or unknown, whether
liquidated or unliquidated, on account of or in any way resulting from or to
result from the Definitive Agreement, any negotiations prior to the execution of
the Definitive Agreement, and/or any actions taken in contemplation of Closing
the Definitive Agreement. It is understood and agreed that this is a FULL AND
FINAL RELEASE made to fully, finally and forever compromise and settle any and
all claims of every nature and kind whatsoever which may have been or could be
brought by any Party hereto, in its various capacities, against another Party as
a result of or in connection with the Definitive Agreement and to further
include any claims or actions as now appearing or that may appear at any time in
the future, no matter how remotely they may be related to the Definitive
Agreement.
ARTICLE 5
TERMINATION
The Parties hereby terminate the Definitive Agreement and declare said
Definitive Agreement to be null, void, and of no further force or effect.
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ARTICLE 6
MISCELLANEOUS
6.1 BINDING EFFECT. This Termination is legally binding upon the
Parties and their respective successors and assigns.
6.2 CONFIDENTIALITY. The Parties hereby promise and agree not to initiate
disclosure of (1) the terms and conditions of the Definitive Agreement other
than those terms and conditions which were made public pursuant to certain SEC
mandated filings; (2) any details concerning any other Party or that Party's
operations or operating structure, to which the disclosing Party gained
knowledge in the course of the negotiations that preceded the execution of the
Definitive Agreement or in expectation of Closing of the Definitive Agreement,
to any third-party, except to the extent required by law, without prior written
approval of the Party affected by the disclosure.
6.3 COUNTERPARTS. This Termination may be executed in one or more
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same Termination.
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IN WITNESS WHEREOF, the parties hereto have executed this Termination to be
binding and effective as of the day and year first above written.
INFORMED CARE, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, CEO
HOMETOWN INFO, INC.
By /s/ Xxxxxx Xxxxxxxx
---------------------------
Xxxxxx Xxxxxxxx, CEO
XXXXXXX COMMUNICATIONS CORPORATION
By /s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx, Interim
Principal Accounting Officer
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