RESTATED SETTLEMENT AGREEMENT
Exhibit 10.1
RESTATED SETTLEMENT AGREEMENT
This Settlement Agreement (“Agreement”), effective this 25th day of April, 2018, is made by and between StoryCorp Consulting, d/b/a Xxxxx Compliance Group, a Nevada corporation, Xxxxx X. Xxxxx, individually, both with an address at 0000 Xxxxx Xxxx Xxxxxxxxx, #000-000, Xxxxx Xxxxxx, Xxxxxxxxxx, 00000 (collectively, the “Service Provider”) and Xxxxx Xxxxxxxx Worldwide, Inc., a Delaware corporation, having its principal offices located at 0000 Xxxxxx Xxxx Xxx., Xxxxxxx, Xxxxxxxxxx 00000 (the “Company”), with each sometimes referred to as a “Party” and collectively, as the “Parties”. This Restated Settlement Agreement replaces that certain Settlement Agreement signed by the Parties on February 19, 2018 (the “Original Agreement”).
B A C K G R O U N D:
WHEREAS, the Service Provider has rendered accounting and financial services to the Company for several years and has accrued unpaid invoices of a total of $ $47,245.03 (the “Company Debt”) which has been disputed by the Company;
WHEREAS, the Service Provider and the Company previously attempted to settle the Company Debt but the process was pursuant to the Original Agreement was defective and now desire to resolve the Company Debt and agree to a settlement pursuant to the terms set forth below in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Payment of Company Debt.
A. The Company shall cause its transfer agent to issue to the Service Provider, in the name of Xxxxx X. Xxxxx, a certificate representing Two Million Five Hundred Thousand (2,500,000) shares of the Company’s common stock (the “Payment Shares”) in full and complete satisfaction of the Company Debt. Schedule A attached hereto sets forth the Company Debt and the dates of its accrual. The Company shall cause the issuance of an additional certificate, representing 1,000,000 of the Payment Shares as soon as practicable and the Service Provider hereby acknowledges his receipt of a certificate, representing 1,500,000 of the Payment Shares.
B. In further consideration of the Service Provider accepting the Payment Shares as full payment of the Company Debt, the Company shall cause its Counsel to prepare and file a Form S-8 registration statement, registering the Payment Shares for resale under the Securities Act of 1933, as amended, with all costs and fees paid by the Company. Service Provider hereby agrees to cooperate with the Company in the preparation and filing of the registration statement.
2. Governing law.
This Agreement shall be governed by the laws of the State of California.
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3. Costs and attorney’s fees.
The Parties agree to bear their own costs and attorney’s fees in connection with the negotiation of this Agreement.
4. Releases.
Each of the Parties (on behalf of their respective affiliates, parents, subsidiaries, shareholders, officers, directors, employees, agents, attorneys, predecessors, successors and assigns) hereby releases and discharges the other (and their respective affiliates, parents, subsidiaries, shareholders, officers, directors, employees, agents, attorneys, predecessors, successors and assigns) from any and all claims and causes of action, whether known or unknown, that have arisen as of the date of this Agreement, including, without limiting the generality of the foregoing, any or all claims that were or could have been made concerning the Company and or the Service Provider. Each of the Parties acknowledges and expressly waives the provisions of California Civil Code section 1542, which provides:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor.”
5. Successors and assigns.
This Agreement shall be binding and inure to the benefit of the Parties and their respective successors and assigns.
6. Counterparts.
This Agreement may be signed in counterparts, each of which shall be deemed an original. This Agreement may only be amended in writing, which amendment may also be signed in counterparts.
7. Further assurances.
The Parties agree to execute and deliver any additional papers, documents and other assurances, and take all acts that are reasonably necessary to carry out the intent of this Agreement.
8. No third-party beneficiaries.
Nothing in this Agreement shall confer any rights upon any person or entity who is not a party to this Agreement, nor shall anything in this Agreement be construed as creating an obligation by either ICANN or VeriSign to any non-party to this agreement.
9. Notices.
Any notices that are provided pursuant to this Agreement shall be provided via both electronic mail and writing (either facsimile or U.S. Mail) to the other party as follows:
| To Service Provider: | Xxxxx Compliance Group | |
| Attn: CEO Xxxxx X. Xxxxx | ||
| 0000 Xxxxx Xxxx Xxxxxxxxx, #000-000 | ||
| Xxxxx Xxxxxx, XX 00000 | ||
| xxxxxxx@xxxxxxxxxxxxxxx.xxx |
| To Company: | Xxxxx Xxxxxxxx Worldwide, Inc. | |
| Attn: Xxxxx Xxxxxxxxxxx, Vice President | ||
| 0000 Xxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxxx, Xxxxxx 00000 | ||
| Xxxxx@xxxxxxxxxxxxx.xxx |
10. Mutual contribution.
This Agreement was drafted by both of the Parties and, thus, shall not be construed against any Party because that Party initially drafted any particular provision.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.
| Xxxxx Xxxxxxxx Worldwide, Inc. | StoryCorp Consulting, d/b/a | |||
| Xxxxx Compliance Group | ||||
| By: | /s/ Xxx Xxxxxxxxxxx | By: | /s/ Xxxxx X. Xxxxx | |
| Xxx Xxxxxxxxxxx | Xxxxx X. Xxxxx, President and CEO | |||
| Chief Executive Officer | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| Xxxxx X. Xxxxx, Individually | ||||
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| Statement | ||
| Xxxxx Compliance Group | ||
| 00000 Xxxxxxx Xxxx, Xxxxx | Date | |
| 504 | 2/15/2018 | |
| Xxxxxx, XX 00000 |
To: Xxx Xxxxxxxxxxx, CEO
Xxxxx Xxxxxxxx Worldwide, Inc.
| Amount Due | Amount Enc. | |||||||||||
| $47,995.03 | ||||||||||||
| Date | Transaction | Amount | Balance | |||||||||
| 07/31/2016 | INV #2261. Due 07/31/2016. Orig. Amount $5,000.00. Per email agreement INV #2293. | 2,207.81 | 2,207.81 | |||||||||
| 09/30/2016 | Due 09/30/2016. Orig. Amount $5,000.00. Per email agreement INV #2296. Due | 5,000.00 | 7,207.81 | |||||||||
| 10/31/2016 | 10/31/2016. Orig. Amount $5,000.00. Per email agreement INV #2309. Due | 5,000.00 | 12,207.81 | |||||||||
| 11/30/2016 | 11/30/2016. Orig. Amount $5,037.22. Per email agreement INV #2321. Due | 5,037.22 | 17,245.03 | |||||||||
| 12/31/2016 | 12/31/2016. Orig. Amount $5,000.00. Per email agreement INV #2332. Due 01/31/2017. | 5,000.00 | 22,245.03 | |||||||||
| 01/31/2017 | 01/31/2017. Orig. Amount $5,000.00. Per email agreement INV #2340. Due | 5,000.00 | 27,245.03 | |||||||||
| 02/28/2017 | 02/28/2017. Orig. Amount $5,000.00. Per email agreement INV #1. Due 03/31/2017. | 5,000.00 | 32,245.03 | |||||||||
| 03/31/2017 | Orig. Amount $5,750.00. Per email agreement INV #12. Due 04/30/2017. Orig. Amount | 5,750.00 | 37,995.03 | |||||||||
| 04/24/2017 | $5,000.00. Per email agreement INV #17. Due 05/31/2017. Orig. Amount $5,000.00. | 5,000.00 | 42,995.03 | |||||||||
| 05/22/2017 | Per email agreement | 5,000.00 | 47,995.03 | |||||||||
| CURRENT | 1-30 DAYS PAST DUE | 31-60 DAYS PAST DUE | 61-90 DAYS PAST DUE | OVER 90 DAYS PAST DUE | Amount Due | |||||||||||||||||
| 0.00 | 0.00 | 0.00 | 0.00 | 47,995.03 | $ | 47,995.03 | ||||||||||||||||
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