AGREEMENT AND RELEASE
AGREEMENT AND
RELEASE
This Agreement (the “Agreement”) is
dated December 31, 2010 and is made by and between Arkson Neutraceuticals Corp.
(the “Company” or “Arkson”), on one hand, and Xxxxx Xxxx (“Shareholder”), on the
other hand.
WHEREAS, the Company has
entered and closed a contribution agreement (the “Contribution Agreement”) with
First Surgical Texas Inc. (f/k/a Piper Acquisition III, Inc.) (“First”) and the
shareholders of First (“First Shareholders”), pursuant to which the shareholders
of First contributed, transferred, assigned and delivered to Arkson, and Arkson
accepted such contribution, transfer, assignment and delivery from the First
Shareholders of 100% of the outstanding securities of First in exchange for
shares of common stock of Arkson;
WHEREAS, the Shareholder was
instrumental in assisting with the closing of the Contribution
Agreement;
WHEREAS, Shareholder is the
owner of 36,167 shares of common stock of Arkson (the “Shares”);
WHEREAS, following the closing
of the Contribution Agreement, the Company has agreed to provide a payment of
$300,000 (less $30,000 placed in escrow, $7,500 previously paid to Shareholder
and $7,500 holdback)(the “Payment”) to the Shareholder in consideration of the
Shareholder returning the Shares to the Company for cancellation and in
consideration of the Shareholder providing services associated with the closing
of the Contribution Agreement;
NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Shareholder as
follows:
1. Shareholder
agrees to return to the Company the Shares for cancellation which certificates
representing the Shares shall be delivered to the Company together with a
notarized stock power. The Company agrees to provide the
Payment to the Shareholder by wire transfer on the date of execution of this
Agreement.
2. Shareholder
releases and discharges the Company, the Company’s heirs, executors, successors,
administrators, attorneys, insurers, and assigns from all actions, cause of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, against the Company, that
Shareholder or its executors, administrators, successors and assigns ever had,
now have or hereafter can, shall or may, have for, upon, or by reason of any
matter, cause or thing whatsoever, whether or not known or unknown, from the
beginning of the world to the day of the date of this
Agreement. Shareholder warrants and represents that no other person
or entity has any interest in the matters released herein, and that it has not
assigned or transferred, or purported to assign or transfer, to any person or
entity all or any portion of the matters released herein. Shareholder
specifically represents that he is the owner of the Shares and that there are no
liens, mortgage, deed of trust, pledge, claim, security interest, covenant,
restriction, easement, preemptive right, or any other encumbrance or charge of
any kind.
3. Each
party shall be responsible for their own attorneys’ fees and costs.
4. Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
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5. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral. Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.
6. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
7. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.
8. The
Parties agree that this Agreement is governed by the Laws of the State of New
York and that any and all disputes that may arise from the provisions of this
Agreement shall be tried in the Supreme Court, State of New York, County of New
York. The Parties agree to waive their right to trial by jury for any
dispute arising out of this Agreement.
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9. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
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IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.
ARKSON
NUETRACEUTICALS CORP.
By:/s/
Xxxx Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
CEO
/s/ Xxxxx
Xxxx
Xxxxx
Xxxx
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