Unwinding and Settlement Agreement of the Merger between the Jackson Rivers Co. and JKRI Acquisition Corp. (now Interact Holdings Group, Inc.) and UTSI International Corporation
Unwinding
and Settlement Agreement of the Merger between the Xxxxxxx Xxxxxx Co. and JKRI
Acquisition Corp. (now Interact Holdings Group, Inc.) and UTSI International
Corporation
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III.
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In
order to accomplish this unwinding and settlement, the parties herein
agree and accept the following:
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1.
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The
effective date of the unwinding will be January 7, 2008. To this
effect,
the Board of IHG, Inc. will pass a resolution effective January 7,
2008
approving the unwinding. An extraordinary meeting of the Board must
be
held to pass this resolution on a date suitable to comply with the
law and
SEC regulations.
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2.
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UTSI
International Corporation (UTSI) will become an independent company
on
January 7, 2008 (hereon the “effective date”). Pursuant to 8.2 (ii) of the
Agreement, no later than the effective date the share certificates
representing the ownership of UTSI International Corporation shall
be
transferred to the Shareholder Representative, Xxxxxx X. Xxxxxx endorsed
to UTSI International Corporation effective January 7, 2008. In exchange,
the “C” shares held by former UTSI shareholders in Interact Holdings
Group, Inc. (IHG) will be surrendered to IHG. These shareholders
will
receive stock in the same amount and type they held in the old UTSI
from
the new UTSI. The new UTSI will indemnify and defend IHG, its directors,
officers and shareholders against any claim for the value of the
“C”
shares from the new UTSI shareholders, including Xxxxxx X. Xxxxxx
and
Xxxxx X. Xxxxxxxx, or arising from the ownership of the “C” shares or any
other shares issued by UTSI, including but not limited to derivative
suits
by shareholders. The purpose of this transaction is to restore UTSI
to its
status as a completely independent company, and to relieve IHG of
the
liabilities represented by the eventual conversion value of the “C”
shares, and to be protected and indemnified from any actions by the
“C”
share shareholders. On the effective date, or as soon as practicable
thereafter, IHG will return to UTSI all of UTSI’s pre-merger and
post-merger corporate books, resolutions, share documents, records
and
account books.
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3.
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Except
as otherwise indicated herein, all accounts, assets and property
of any
type, defined hereinafter as including but not limited to real property,
leaseholds, fixtures, furnishings, equipment and other movable property,
software trademarks, service marks, domain names and other intellectual
property, liabilities and debts, clients and contracts pertaining
to UTSI
that belonged to UTSI prior to the merger will become an exclusive
asset,
property or obligation of the new UTSI and IHG will have no claim
of any
type on any of them or any liability therefore. All accounts, assets
and
property of any type as defined hereinabove, liabilities and debts,
clients and contracts pertaining to The Xxxxxxx Rivers Corporation
prior
to the merger will remain an exclusive asset, property or obligation
of
IHG and UTSI will have no claim of any type on any of them or any
liability therefore. In addition, each company will keep any clients
accounts, assets and property of any type as defined hereinabove
it has
acquired in its name since the merger.. The DBA IntelliSCADA Solutions
will remain an asset of UTSI. Except as to the obligations set out
in this
unwinding and settlement agreement, there shall be no further obligations
between the parties.
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4. The
bonus
and debt owed personally to Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx will be
assumed by the new UTSI.
5. Xxxxxx
X.
Xxxxxx will resign from the Board of IHG and any other position, as employee
or
officer, he holds at IHG on the effective date. Xxxxx Xxxxxx will resign from
the board of UTSI and as employee and/or officer of the same on the effective
date. Both, however, will enjoy the indemnity protection for their performance
during the period they served as such officers and directors afforded to them
by
the charters and bylaws of these respective entities.
6. Any
investment of IHG in UTSI will be exchanged in a wash sale for the waiver of
the
cash amounts owed to UTSI by IHG. IHG will thus have no equity position or
interest in the new UTSI but will owe nothing to UTSI, and Section 8.2 (i)
and
(iii) of the Agreement will be deemed satisfied.
7.
The UTSI
Branch office in Spain will remain as part of the new UTSI. IHG and its officers
will execute such documents as required to effect this change of
ownership.
8. IHG
will
be solely responsible for such filings as required by the SEC as a result of
the
unwinding.
9.
Each
party will bear its own legal expenses and costs resulting from this
unwinding.
10.
UTSI
and
IHG will mutually and reciprocally indemnify and hold harmless each other for
any claims or actions arising from the work and actions performed by each party
prior to and after the unwinding from third parties of any type for any
liability of any type, including but not limited to those arising under their
respective service and technical contracts, except as prohibited by law. All
employees will continue to work for the entities they are working for on the
effective date of unwinding, save and except the resignations indicated
hereinabove. Xxxx Xxxxxxxxxxxxx is deemed to be an employee of UTSI. Each
company is prohibited from soliciting the services of employees of the surviving
company for a period of twelve months after the effective date.
11. This
Settlement is expressly subject to all applicable laws, regulations, rules,
or
orders of federal and/or state governmental authorities, including the
Departments of Energy and Transportation and the Securities and Exchange
Commission with jurisdiction over the subject matter of this Agreement. It
is
the intention of the parties that this unwinding be a tax-free
transaction.
12.
This
Settlement shall be interpreted according to the laws of the State of Texas.
Any
controversy or claim arising out of or relating to this Settlement or the breach
thereof, shall be settled by mediation administered in Houston, Texas, by a
mutually agreed upon mediator. If the parties are unable to reach an
agreement within a reasonable time or the mediator believes the parties will
be
unable to participate meaningfully in the process or that a reasonable agreement
is unlikely, the mediator may suspend or terminate mediation and should
encourage both parties to seek appropriate legal representation.
13.
If
any provision of this Settlement is held by any court or other competent
authority, or by the operation of law, to be void or unenforceable in whole
or
in part, this Settlement shall continue to be valid as to the other provisions
hereof as if the affected or invalid provisions were deleted from this
Settlement. In the case of conflict between this Settlement and the Agreement,
the terms of the Settlement will be conclusive.
14.
This
Settlement supersedes all prior agreements and understandings between the
parties respecting the subject matter hereof. This Settlement may only be
amended in writing by the mutual agreement of the parties. This Settlement
is
the entire unwinding and settlement contract between the Parties.
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Agreed,
Accepted and Effective this
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7th
day of January, 2008.
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Xxxxxx
X. Xxxxxx, President
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Xxxxxxx
Xxxxxxxx, Chief Executive Officer
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UTSI
International Corporation
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Interact
Holdings Group, Inc.
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