EXHIBIT 10.29
APPROVAL AND RELEASE
This Approval and Release (this "AGREEMENT") is dated December 31, 2003 by the
undersigned (the "NOTEHOLDER") and CT Holdings, Inc., a Delaware corporation
(the "COMPANY")
RECITALS
A. In order to continue the Company's business, the Company has been
attempting to raise badly-needed additional capital for several years. The
Noteholder has in the past loaned funds to the Company in the amount of
$290,466, including the original principal amount of $225,796 and accrued
interest of $64,670 (the "Company Debt") and received loans from the Company in
the amount of $680,000, including the original principal amount of $600,000 and
accrued interest of $80,000 (the "Noteholder Debt"). The Company is in default
in its payment obligations under Company Debt, and the Company does not have
sufficient funds to repay the Company Debt. In the event the Noteholder
attempted to collect on the Company Debt, the Company might face bankruptcy and
the Company's equity holders would face substantial or total dilution of their
interests.
B. In order to continue the Company's business and induce the
Noteholder to refrain from collection efforts on the Company Debt owed to the
Noteholder, the Company has agreed with the Noteholder to forgive the Noteholder
Debt owed to the Company in exchange for the forgiveness of the Company Debt
owed to the Noteholder.
C. The Company further believes that in light of the Company's
financial position and current market conditions, although the forgiveness of
the Noteholder Debt will result in the Company not receiving funds, the
forgiveness of the Company Debt owed to the Noteholder in exchange for the
forgiveness of the Company Debt owed to the Noteholder is (i) in the best
interests of the Company and its shareholders and creditors, (ii) essential for
the continued survival of the Company, and (iii) are fair and reasonable and in
the best interests of all of the Company and all of its shareholders and
creditors.
D. The Noteholder, by signing below, acknowledges this compromise,
approves its terms, and waives any potential claim the Noteholder may make as a
result of it, and thereby accepts the terms of the forgiveness of the Noteholder
Debt and the Company Debt as a full compromise and settlement of the
Noteholder's rights and interests as holder of the Company Debt. The Company, by
signing below, acknowledges this compromise, approves its terms, and waives any
potential claim the Company may make as a result of it, and thereby accepts the
terms of the forgiveness of the Noteholder Debt and the Company Debt as a full
compromise and settlement of the Company's rights and interests as holder of the
Noteholder Debt.
E. In order to facilitate the forgiveness of the Company Debt and the
Noteholder Debt, the Noteholder and the Company desire to execute this Agreement
and agree to the terms and conditions hereof.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Noteholder and Company hereby agrees as follows:
1. Approval of Forgiveness of Company Debt and Noteholder Debt. By the
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signature set forth below, the Noteholder and Company hereby (i) approve and
agree to the forgiveness of the Company Debt and the Noteholder Debt, and the
transactions contemplated hereby, and (ii) acknowledge that the forgiveness of
the Company Debt and Noteholder Debt provides substantial benefit to the
Noteholder and the Company and constitutes the legal and valid consideration for
this Agreement.
2. Noteholder Releases of Claims. The Noteholder, on behalf of itself
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and its spouse, partners, members, affiliates, officers, shareholders,
employees, transferees, successors, heirs, devisees and assigns, individually
and derivatively (in the name of the Company) hereby knowingly, voluntarily,
irrevocably and unconditionally, waives and releases the Company, its
predecessors, successors, parents, subsidiaries, divisions, affiliates, assigns,
agents, directors, officers, employees, shareholders, representatives,
attorneys, and all persons acting by, through, under or in concert with any of
them (the "Company Parties"), from or for any and all charges, complaints,
claims, liabilities, obligations, promises, sums of money, agreements,
controversies, damages, actions, suits, rights, demands, sanctions, costs
(including attorneys' fees), losses, debts, and expenses of any nature
whatsoever in any way relating to or arising out of the Company Debt and the
transactions contemplated hereby, in law, in equity or otherwise, which the
Noteholder, its heirs or assigns had or have by reason of any fact, matter,
cause or thing whatsoever existing on or prior to the date hereof, and the
Noteholder agrees that the Noteholder will not in the future participate in any
lawsuit, action, charge or claim related thereto.
3. Company Releases of Claims. The Company, on behalf of itself and the
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Company Parties hereby knowingly, voluntarily, irrevocably and unconditionally,
waives and releases the Noteholder, its spouse, partners, members, affiliates,
officers, shareholders, employees, transferees, successors, heirs, devisees and
assigns, attorneys, and all persons acting by, through, under or in concert with
any of them, from or for any and all charges, complaints, claims, liabilities,
obligations, promises, sums of money, agreements, controversies, damages,
actions, suits, rights, demands, sanctions, costs (including attorneys' fees),
losses, debts, and expenses of any nature whatsoever in any way relating to or
arising out of the Noteholder Debt and the transactions contemplated hereby, in
law, in equity or otherwise, which the Company Parties had or have by reason of
any fact, matter, cause or thing whatsoever existing on or prior to the date
hereof, and the Company agrees that the Company and the Company Parties will not
in the future participate in any lawsuit, action, charge or claim related
thereto.
IN WITNESS WHEREOF, the Noteholder and the Company have executed this Agreement
as of the date first set forth above.
"NOTEHOLDER"
/s/ XXXXXX X. XXXXXXX
(Signature)
Xxxxxx X. Xxxxxxx
(Print name of Noteholder)
CT HOLDINGS, INC.
By:
Name: _________________________
Title: _________________________