RELEASE AND SETTLEMENT AGREEMENT
This
Release and Settlement Agreement ("Settlement Agreement") is dated this 15th day of
October, 2008 by and among Playbox (US) Inc., a Nevada corporation (“Playbox”)
and Xxxxx Xxxxxxx, a resident of London, England (“Xxxxxxx”).
WHEREAS,
a dispute and controversy has arisen regarding the obligations of Playbox and
Xxxxxxx with respect to the cash compensation (the “Compensation”) due and
payable to Xxxxxxx by Playbox; and,
WHEREAS, Playbox has proposed to pay to
Xxxxxxx, in lieu of the Compensation, shares (the “Shares”), in the amount set
forth below, of the common stock of Playbox in full satisfaction and discharge
of the due and owing Compensation, and Xxxxxxx has agreed to accept the Shares
in lieu of the due and owing Compensation pursuant to the terms and conditions
set forth herein, and
WHEREAS,
the parties hereto desire to resolve all obligations due and owing presently or
any obligation that may arise in the future, between them related to any and all
Compensation owed by Playbox to Xxxxxxx prior to the date of this Settlement
Agreement, including but not limited to, any debts, salary, incentive bonus,
stock awards or any other financial obligation or agreement owed to
Xxxxxxx.
NOW, THEREFORE, in
consideration of the promises and conditions set forth herein, the sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
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1.
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Release
of Playbox by Xxxxxxx. In exchange for
issuing to Xxxxxxx 700,000 shares (collectively, the “Shares” as indicated
above) of the Company, Xxxxxxx hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges Playbox and its
subsidiaries and affiliates and each of their current or former officers,
directors, stockholders, attorneys, agents, or employees (collectively,
the "Playbox Released Parties") from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums
of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities
and expenses (including attorneys' fees and costs), of every kind and
nature, known or unknown, which he ever had or now has against the Playbox
Released Parties including, but not limited to, all claims arising out of
Xxxxxxx'x business dealings, employment with or separation from Playbox,
all wrongful discharge claims, all common law claims including, but not
limited to, actions in tort, defamation, breach of contract and any claims
under any other federal, state or local statutes or ordinances not
expressly referenced above.
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2.
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Release
of Xxxxxxx by Playbox. Playbox hereby
fully, forever, irrevocably and unconditionally releases, remises and
discharges Xxxxxxx from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and expenses
(including attorneys' fees and costs) of every kind and nature, known or
unknown, which Playbox has against Xxxxxxx including, but not limited to,
all claims arising out of Xxxxxxx'x employment with or separation from
Playbox, and all common law claims including, but not limited to, actions
in tort, defamation, and breach of contract and any claims under any other
federal, state or local statutes or
ordinances.
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3.
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Resignation
as a Director of Playbox. After having received the
Shares in lieu of a cash payment, Xxxxxxx will immediately resign as a
director and officer of Playbox and execute and deliver any and all
documents which may be necessary to effect such
resignation.
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4.
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Piggy-Back
Registration Rights. If at any time subsequent to the execution of
this Agreement, the Company shall determine to prepare and file with the
Securities and Exchange Commission a registration statement relating to an
offering for its own account or the account of others under the Securities
Act of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issued in
connection with the stock option or other employee benefit plans, then the
Company shall include in such registration statement all or any part of
such Securities described herein that are being issued to Xxxxxxx under
this Settlement Agreement.
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5.
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Lock-up/Leak-out
Agreement. Xxxxxxx
hereby agrees to a lock-up/leak-out agreement on the Shares such that when the
Shares are registered as set forth in paragraph 4 and become free-trading,
Xxxxxxx will not sell more than 20,000 shares in any 7 day
period.
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6.
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Confidentiality. The
parties hereto understand and agree that the terms and contents of this
Agreement, and the contents of the negotiations and discussions resulting
in this Agreement, shall be maintained as confidential, and none of the
above shall be disclosed except to the extent required by federal or state
law.
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7.
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Amendment. This
Agreement shall be binding upon the parties and may not be modified in any
manner, except by an instrument in writing of concurrent or subsequent
date signed by a duly authorized representative of the parties
hereto. This agreement is binding upon and shall inure to the
benefit of the parties and their respective agents, assigns, heirs,
executors, successors and
administrators.
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8.
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Entire
Agreement and Applicable Law. This Agreement contains
and constitutes the entire understanding and agreement between the parties
hereto with respect to the settlement of claims the parties have against
each other. This Agreement cancels all previous oral and
written negotiations, agreements, commitments, and writings in connection
therewith. This Agreement shall be governed by the laws of the
State of Nevada.
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9.
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Acknowledgments
and Assent. Xxxxxxx
acknowledges that it has been given at least twenty-one (21) days to
consider this Settlement Agreement and that it was advised to consult with
an attorney prior to signing this Settlement Agreement and has in fact
consulted with counsel of his own choosing prior to executing this
Settlement Agreement. Xxxxxxx may revoke this agreement for a
period of two (2) days after signing this Agreement, and this Agreement
shall not be effective or enforceable until the expiration of this two (2)
day revocation period. Xxxxxxx agrees that it has read this
Settlement Agreement and understands the content herein, and freely and
voluntarily assents to all of the terms
herein.
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2
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10.
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Severability. The
provisions of this Settlement Agreement shall be severable, so that the
unenforceability, validity or legality of any one provision shall not
affect the enforceability, validity or legality of the remaining
provisions hereof.
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11.
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Joint
Drafting. This
Settlement Agreement shall be deemed to have been drafted jointly by the
Parties hereto, and no inference or interpretation against any one party
shall be made solely by virtue of such party allegedly having been the
draftsperson of this Settlement
Agreement.
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12.
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Denial
of Liability. Playbox and Xxxxxxx
each understands and agrees that this Settlement Agreement shall not be
construed as an admission of liability on the part of any person, firm,
corporation, or other entity released, liability being expressly
denied.
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13.
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Nonreliance. The
undersigned Parties agree that they expressly assume all risk that the
facts or law may be, or become, different that the facts or law as
presently believed by them. Playbox and Xxxxxxx have each
conducted extensive, sufficient and appropriate due diligence with respect
to the facts and circumstances surrounding and related to this Settlement
Agreement. Playbox and Xxxxxxx expressly disclaim all reliance
upon, and prospectively waive any fraud, misrepresentation, negligence or
other claim based on information supplied by the other party, in any way
relating to the subject matter of this Settlement
Agreement.
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14.
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Covenant
Not to Xxx. Playbox and Xxxxxxx each covenant with the
other never to institute or participate in any administrative proceeding,
suit or action, at law or in equity, against each other by reason of any
claim released in this Settlement
Agreement.
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15.
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Counterparts. This
Agreement may be executed in any one or more counterparts, all of which
taken together shall constitute one
instrument.
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16.
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Facsimile
Signature. It is expressly agreed to that the parties
may execute this Agreement via facsimile signature and such facsimile
signature pages shall be treated as the originals for all
purposes.
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IN
WITNESS WHEREOF, the parties hereto have executed this Release and Settlement
Agreement as of the date set forth above.
| Playbox (US) Inc. | Xxxxx Xxxxxxx | ||
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/s/
Xxxxxx Xxxxxx
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/s/
Xxxxx Xxxxxxx
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Xxxxxx
Xxxxxx
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President
& Director
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3
