Contract
Exhibit
10
This
Agreement is made and entered into this 11th day of August, 2009 between United
EcoEnergy Corporation (“UEEC”), a Nevada Corporation with its principal offices
in Florida (“UEEC”), and City24/7 (“CITY”), a New York Limited Liability Company
(“CITY”).
WHEREAS,
UEEC has advanced the total sum of $250,000 to CITY as secured promissory notes
to assist CITY with its operating expenses; and
WHEREAS,
CITY is now in default on repayment of the total sum advanced to it by UEEC;
and
WHEREAS,
CITY and UEEC have agreed to the terms of repayment and satisfaction of the
total sum advanced to CITY by UEEC;
NOW,
THEREFORE, for valuable consideration the receipt and sufficiency of which are
expressly agreed to and acknowledged by CITY and UEEC, the parties hereby agree
as follows:
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1.
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In
exchange for the delivery to UEEC by CITY of fully signed documents in a
form reasonably acceptable to UEEC that admits UEEC as a member of CITY
with a resulting ten percent (10%) interest in CITY, UEEC shall deliver
the following to CITY:
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(a)
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the
Senior Secured Note dated September 8, 2008 in the principal amount of
$100,000 payable to the order of UEEC (“Note 1”) and the senior secured
note dated October 8, 2008 in the principal amount of $150,000 payable to
the order of UEEC (“Note 2”) (together, the “NOTES”) both marked as “paid
in full”;
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(b)
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all
security agreements as security for the repayment of the Notes marked as
“paid in full”;
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(c)
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a
properly executed UCC-3 releasing the security interest granted to UEEC in
the UCC-1 that CITY executed and delivered to UEEC for filing in
connection with the Notes; and
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(d)
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a
duly signed instrument confirming that all interest accrued on the Notes
as of August 11, 2009 is also paid in
full.
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2.
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Closing
of the transaction contemplated in Item 1 above shall occur immediately
upon the tender by CITY of the appropriate fully executed documents to
admit UEEC as a 10 percent member of CITY in form acceptable to UEEC, upon
which Note 1, Note 2 and all accrued interest thereon shall be deemed to
be paid in full, satisfied and
retired.
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3.
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Closing
the transaction as provided herein shall be and constitute a full and
complete release, accord and satisfaction and discharge of any and all
claims, liability, demands, actions or causes of action existing or
arising out of prior actions of the parties relating to Note 1 or Note 2,
or any agreements, understandings, writings, contracts or other documents
between the parties prior to the date of
Agreement,
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4.
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Notices.
Notice given pursuant to any of the provisions of this Agreement shall be
in writing and shall be mailed or delivered as
follows:
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if to UEEC, at
United EcoEnergy
Corporation
0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx
x
Xxxxx, XX 00000
Telephone 000-000-0000
Facsimile 000-000-0000
if to CITY, at:
City 24/7, LLC
000 Xxxx 00xx
Xxxxxx
Xxx Xxxx, XX 00000
Telephone 000-000-0000
Facsimile 000-000-0000
or at such other address as such person
may hereafter give notice to others.
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5.
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Counterparts.
This Agreement may be executed in two or more counterparts and the
counterparts, when executed, shall constitute a single, enforceable
document. The signature on counterparts may be transmitted by fax, with
documents so transmitted having the same force and effect as the executed
originals.
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6.
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Third
Party Beneficiaries. This
Agreement has been made and is made solely for the benefit of the Company
and the Consultant and no other person shall acquire or have any right
under or by virtue of this
Agreement.
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7.
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Construction.
This Agreement incorporates the entire understanding of the parties and
supersedes all previous agreements relating to the subject matter hereof
should they exist, and shall be governed by, and construed in accordance
with, the laws of the State of Florida, without regard to principles of
conflicts of law, and shall be enforced in any applicable court in the
State o Florida, except as otherwise provided in Section 10
below.
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8.
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Headings.
This section headings in this Agreement have been inserted as a matter of
convenience of reference and are not part of this
Agreement.
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9.
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Amendment.
This Agreement may not be modified or amended except in writing duly
executed by the parties hereto.
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10.
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Arbitration.
The Parties agree that any alleged breach of this Agreement, and/or all
questions or matter in dispute with respect to this Agreement, shall be
submitted to arbitration on the following
terms:
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a.
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It
shall be a condition precedent to the right of any party to submit any
matter arbitration pursuant to the provisions hereof, that any party
intending to refer any matter to arbitration shall give not less than five
business days' prior written notice of its intention to do so to the other
party together with particulars of the matter in dispute. On the
expiration of such five business days the party who gave such notice may
proceed to refer the dispute to arbitration as provided for
below.
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b.
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The
party desiring arbitration shall appoint one arbitrator, and shall notify
the other party of such appointment, and the other party shall, withing
five business days after receiving such notice, appoint an arbitrator, and
the two arbitrators so named, before proceeding to act, shall, within five
business days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with
them and be chairman of the arbitration herein provided for. If the other
party shall fail to appoint an arbitrator withing five business days after
receiving notice of the appointment of the first arbitrator, and if the
two arbitrators appointed by the parties shall be unable to agree on the
appointment of the chairman, the chairman shall be appointed in accordance
with the rules for commercial arbitration of the American Arbitration
Association. Except as specifically otherwise provided in this section,
the arbitration herein provided for shall be conducted in accordance with
the rules for commercial arbitration of the American Arbitration
Association and shall be conducted in the State of Florida. The Chairman,
or in the case where only one arbitrator is appointed, the single
arbitrator, shall fix a time and a place for the purpose of hearing the
evidence and representations of the parties, and he shall preside over the
arbitration and determine all questions of procedure not provided for by
the rules for commercial arbitration of the American Arbitration
Association. After hearing any evidence and representations the parties
may submit, the arbitrators, as the case may be, shall make an award and
reduce the same to writing, and deliver one copy thereof to each of the
parties.
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c.
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The
Parties agree that the award of a majority of the arbitrators shall be
final and binding upon each of them, and there shall be no appeal from
such an award.
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d.
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Any
award in the arbitration shall be limited to actual contractual damages,
and there shall be no award of consequential or punitive damages,
attorneys' fees or other expenses. Each party expressly waives and
disclaims the right to a jury trial relating to or arising out of this
agreement and expressly accepts the arbitration procedure set forth herein
as the sole means of resolving any disputes or
disagreements.
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IN WITNESS WHEREOF, the
parties have caused this Agreement intending to be duly bound
thereby:
| CITY 24/7, LLC. | UNITED ECOENERGY CORP. | |||
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/s/
Xxxxxx X. Xxxxxxx
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
CEO & President
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Title:
CEO
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