RELEASE
This Release (this "Agreement") is dated May 22, 2006 by the undersigned (the
"Noteholder") and CT Holdings Enterprises, Inc., a Delaware corporation (the
"Company").
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 and the Company entered into a Loan and Security Agreement dated May
26, 2004 (the "Agreement"), pursuant to which CII loaned funds to CT and CT
issued a Secured Convertible Promissory Note dated May 26, 2004, which was
amended and restated as of December 19, 2005 (as amended, the "Note") in the
original principal amount of $271,148 (the "Company 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 and creditors would face substantial or total
dilution of their interests, and thus this Agreement is in the best interests of
the Company's stockholders and creditors.
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 deliver to the Noteholder the Parago
Inc. and River Logic Inc. securities owned by the Company and pledged to secure
the Company Debt (the "Collateral"), in exchange for the forgiveness of the
Company Debt owed to the Noteholder and the agreement by the Noteholder to
return to the Company the excess, if any, of the proceeds realized from a future
sale of the Collateral over the amounts owed at May 18, 2006 under the Note plus
any costs related to the sale of the shares or collection of the proceeds (the
"Excess Repayment").
C. In order to facilitate the forgiveness of the Company Debt, the Noteholder
and the Company desire to execute this Agreement and agree to the terms and
conditions hereof.
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 Delivery of Collateral. By the
signature set forth below, the Noteholder and Company hereby approve and agree
to the forgiveness of the Company Debt, the delivery of the Collateral to the
Noteholder, the agreement of the Noteholder to make the Excess Repayment, and
the transactions contemplated hereby.
2. Noteholder Releases of Claims. The Noteholder, on behalf of itself and its
officers, directors, 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, in law, in equity or otherwise, which the
Noteholder 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. The parties agree that the Noteholder's option to
purchase 51% of the Company's fully diluted shares of common stock pursuant to
the terms of the Note shall remain outstanding for a period ending on the
earlier of May 18, 2011 or the 60th day after a reverse stock split is
implemented.
3. Company Releases of Claims. The Company, on behalf of itself and the
Company Parties hereby knowingly, voluntarily, irrevocably and unconditionally,
waives and releases the Noteholder, its officers,
directors, affiliates, 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 Collateral 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
CITN INVESTMENTS, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, President
CT HOLDINGS ENTERPRISES, INC.
/s/ XXXX XXXXXX
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Xxxx Xxxxxx, Director
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