RELEASE AND WAIVER
Exhibit
10.1
THIS RELEASE AND WAIVER (this
“Release”) dated April 14, 2008, is entered into between MERIDIAN BAY LIMITED
(“Meridian”), XALLES
LIMITED (“Xalles”) and INNOVATIVE SOFTWARE TECHNOLOGIES,
INC. (“Innovative”) (hereinafter collectively, “the
Parties”).
WHEREAS, the Parties entered
into a Share Purchase Agreement (the “Purchase Agreement”) dated October 1,
2007, pursuant to which the Innovative intended to purchase all of the issued
and outstanding shares of the Company owned by Seller; and
WHEREAS, pursuant to Sections
6.7 of the Purchase Agreement, Innovative has determined it is not in the best
interests of its shareholders to close on the Purchase Agreement;
and
WHEREAS, the Parties desire to
release each other from all obligations under the Purchase
Agreement;
NOW, THEREFORE, in
consideration of the foregoing and of the terms, conditions, agreements and
other consideration hereinafter set forth, the Parties agree as
follows:
|
1.
|
RECITALS. The
above recitals are true and accurate and incorporated into this
Release.
|
|
2.
|
RELEASE. Each
of the Parties hereby agrees that the Purchase Agreement is terminated
effective as of the date hereof. Each of the Parties does
hereby (for itself, its successors and assigns), completely and
irrevocably waive, release, acquit, and forever discharge each of the
other Parties (and the directors, officers, agents and employees of each
of the other Parties) (collectively, the “Released Parties”) of and from
any and all claims, demands, proceedings, causes of action, orders,
obligations, contracts, agreements, debts and liabilities whatsoever
arising out of any matter occurring at any time prior to and including the
date this Release was signed, whether known or unknown, suspected or
unsuspected, both at law and in equity, including, but without limitation,
any claim of contribution or other recourse against each of the other
Parties with respect to representations, warranties or covenants made in
the Purchase Agreement by the
Parties.
|
|
3.
|
SUCCESSORS AND
ASSIGNS. This Release shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, successors,
legal representatives, and assigns.
|
|
4.
|
ENTIRE AGREEMENT,
AMENDMENT. This Release constitutes the entire agreement
among the Parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings, oral and written,
among the Parties to this Release with respect to the subject matter
hereof. The language of this Release shall be construed as a
whole, according to its fair meaning, and not strictly for or against
either party. This Release may not be modified or otherwise
amended except by a written instrument that expressly refers to this
Release and executed by all of the Parties
hereto.
|
|
6.
|
WAIVER
OF JURY TRIAL. THE
PARTIES AGREE SHOULD ANY LEGAL ACTIONS BE FILED, ONE AGAINST THE OTHER, AT
ANY TIME IN THE FUTURE, SELLER AND COMPANY EACH AGREE TO WAIVE TRIAL BY
JURY.
|
**********
THEREFORE, the Parties to this
Release now voluntarily and knowingly execute this Release.
MERIDIAN
BAY LIMITED
By:
_________________________________________
Name:
Its:
XALLES
LIMITED
By:
_________________________________________
Name:
Its:
INNOVATIVE
SOFTWARE TECHNOLOGIES, INC.
By:
_________________________________________
Name:
Its:
