SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") entered into
this 12th day of April, 2004 by and between GlobalNet Corporation (formerly
iDial Networks, Inc.), a Nevada corporation ("GlobalNet"), Callflow Limited, a
Bermuda company, ("Callflow") and Xxxx Xxxxxx ("Xxxxxx"), the sole shareholder
of Callflow.
RECITALS
WHEREAS, Callflow claims it is owed money from GlobalNet for services
provided by Xxxxxx (the "Debt"); and
WHEREAS, GlobalNet, Xxxxxx and Callflow desire to settle any and all
disputes between them, known or unknown, regarding any matter whatsoever,
including, but not limited to the Debt; and
WHEREAS, GlobalNet, Xxxxxx and Callflow desire to settle this dispute
without litigation, and to settle and discharge all matters and disputes between
the parties.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Delivery of Convertible Note. GlobalNet shall to issue to Callflow
167,516,250 shares (the "Shares") of GlobalNet common stock, par value $0.005
per share, as soon as practicable on or after April 21, 2004. Simultaneous with
the execution and delivery of this Agreement, GlobalNet shall deliver
irrevocable instructions to its transfer agent to issue a certificate to
Callflow evidencing the Shares.
2. Covenant Not to Xxx.
(a) Each of Xxxxxx and Callflow covenants for himself and itself and
his and its legal representatives, assigns, and affiliates, to refrain from
making any claim or demand, or to commence, cause, or permit to be
prosecuted, any action in law or suit in equity against GlobalNet or its
affiliates, on account of any and all claims whether now known or unknown,
which Xxxxxx or Callflow or his or its affiliates now has, or at any time
heretofore ever had, against GlobalNet or its affiliates, based upon or
arising out of or in connection with this dispute, matters referenced in
the Recitals hereof, or any other matter, cause or anything whatsoever,
from the beginning of the world to the date of this Agreement.
(b) Each of Xxxxxx and Callflow covenants for himself and itself and
his and its legal representatives, assigns, and affiliates, to refrain from
making any claim or demand, or to commence, cause, or permit to be
prosecuted, any action in law or suit in equity against GlobalNet or its
affiliates, on account of any and all claims whether now known or unknown,
which Xxxxxx or Callflow or his or its affiliates now has, or at any time
heretofore ever had, against GlobalNet or its affiliates, based upon or
arising out of or in connection with this dispute, matters referenced in
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the Recitals hereof, or any other matter, cause or anything whatsoever,
from the beginning of the world to the date of this Agreement.
(c) Notwithstanding the foregoing, each party is entitled to enforce
this Agreement according to its terms.
3. No Admission of Liability. This Agreement does not constitute any
admission of liability on the part of any party, and is expressly entered
into for the purpose of eliminating the possibility of protracted
litigation over the matters being settled by this Agreement.
4. Mutual Release. Except with respect to the obligations created by,
acknowledged or arising out of this Agreement and the Notes, Xxxxxx and
Callflow, on the one hand, and GlobalNet, on the other hand, hereby for
themselves and their respective legal successors, assigns, and affiliates,
release and discharge each other and their own respective legal successors,
assigns, and affiliates release and discharge each other and their own and the
other's agents, employees and attorneys from any and all claims whether now
known or unknown, which either now has, or at any time heretofore ever had,
against the other, based upon or arising out of or in connection with the
matters referenced in the Recitals hereof or any other matter, cause, or
anything whatsoever, from the beginning of the world to the date of this
Agreement (hereafter referred to as the "Released Matters").
Furthermore, it is the intention of the parties in executing this Agreement
and in giving and receiving the consideration called for by this Agreement that
this Agreement shall be effective as a full and final accord and satisfaction
and mutual release of and from all Released Matters.
Each of the parties acknowledges that it is aware that it may hereafter
discover claims or facts in addition to or different from those which it now
knows or believes to exist with respect to the subject matter of this Agreement,
but it is its intention hereby fully, finally and forever to settle and release
all of the Released Matters, disputes and differences known or unknown, except
as otherwise expressly provided herein. In furtherance of this intention, the
releases herein given shall be and remain in effect and the complete mutual
releases herein given shall be and shall remain in effect as full and complete
mutual releases notwithstanding discovery or existence of any additional or
different claims or facts.
Each party warrants and represents to the other that it is the sole and
lawful owner of all right, title and interest in and to all of the respective
Released Matters and that it has not heretofore voluntarily, by operation of law
or otherwise, assigned or transferred or purported to assign or transfer to any
person whatsoever any Released Matter or any part or portion of a claim, demand
or right against the other. Each party shall indemnify and hold harmless the
other from and against any claim (including payment of attorneys' fees and cost
actually incurred whether or not litigation be commenced) based on or in
connection with or arising out of any assignments or transferring any Released
Matter or any part or portion thereof.
5. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties and supersedes and replaces all negotiations
and all proposed agreements whether oral or written, between the parties
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relating to the subject matter of this Agreement. This Agreement may not be
altered or amended except by an instrument in writing executed by all the
parties hereto.
6. Investment Representations. Callflow is acquiring the Shares for
investment and not with a view to the resale or distribution of any part
thereof. Callflow understands that the offer and sale of the Shares have not
been registered under the Securities Act of 1933, as amended, (the "Act") on the
ground that the sale and the issuance of the Shares hereunder is exempt from
registration under the Act pursuant to Section 4(2) thereof, and that
GlobalNet's reliance on such exemption is predicated on Callflow's
representations set forth herein. Callflow and Xxxxxx consent to the transfer
agent placing a restrictive legend on the certificate evidencing the Shares in
accordance with the foregoing. Xxxxxx represents that (i) he has such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the investment in the Shares, and (ii) he is
an "accredited investor" as such term is defined under Rule 501 under the Act.
7. Investigation. Each party acknowledges that it had adequate opportunity
to make whatever investigation or inquiry it may deem necessary or desirable in
connection with the subject matter of this Agreement prior to the execution
hereof and the delivery and acceptance of the consideration specified herein.
Each party hereto further represents and warrants that it has carefully read
this Agreement and knows the contents hereof and that it has signed this
Agreement freely and voluntarily.
8. Authorization. Each party has the requisite power and authority to enter
into this Agreement. Each party hereto further represents and declares that each
of the persons executing this Agreement on its behalf is and will be duly
empowered and authorized to do so.
9. Notice. All notices sent pursuant to this Agreement shall be in writing
and shall be duly given if personally delivered or sent by a
nationally-recognized overnight courier or posted by U.S. registered or
certified mail, return, receipt requested, postage prepaid and addressed to the
other party at the addresses set forth on the signature page hereto. Any party
may from time to time change the address to which notices to it are to be sent
by giving notice of such change to the other parties in the manner set forth
herein. Notices shall be deemed given at the expiration of three (3) days after
the date of mailing, and, if sent by overnight courier, on the next business day
following the day such notice is delivered to such overnight courier, as the
case may be, in the manner described above, and if delivered in person, on the
date so delivered. Any notice period shall commence on the day such notice is
deemed given. For the purposes of this Agreement, the term "business day" shall
mean any day that is not a Saturday, Sunday or legal holiday on which banks are
permitted to close in the State of New York.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties consents
to the jurisdiction of the United States District Court for the Southern
District of New York or the state courts of the State of New York located in the
Borough of Manhattan in the City of New York, in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions.
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11. Binding Effect. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.
12. Severability. If any covenant, condition or other provision herein
contained is held to be invalid, void or illegal by any court of competent
jurisdiction, such covenant, condition or provision will be deemed severed from
the remainder of this Agreement. Such severance will in no way affect, impair or
invalidate any other covenant, condition or other provision herein. If such
condition, covenant or other provision is deemed invalid due to its scope or
breadth, such condition, covenant or other provision will be deemed valid to the
extent of the scope or breadth permitted by law.
13. Counterparts; Facsimile Signatures. This Agreement may be executed in
counterparts which, when taken together, shall constitute one and the same
agreement and shall be effective as of the date first written above. Execution
and delivery of this Agreement by exchange of facsimile copies bearing the
facsimile signature of a party hereto shall constitute a valid and binding
execution and delivery of this Agreement by such party. Such facsimile copies
shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Settlement Agreement and Mutual Release on the date
written above.
GLOBALNET CORPORATION
____________________________________
GlobalNet Corporation
Attn: Chief Executive Officer
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
CALLFLOW LIMITED
____________________________________
Xxxx Xxxxxx
President
00 Xxxx Xxxxxx
Xxxx Xxxxxxxxx, XX
