Contract
Exhibit
10.9
CONFIDENTIAL
REDEMPTION,
SETTLEMENT
AND RELEASE AGREEMENT
THIS
REDEMPTION SETTLEMENT AND RELEASE AGREEMENT (the "Agreement")
is dated
as
of this 6th
day of
June (the "Effective
Date")
by and
among CX2 TECHNOLOGIES, INC., a Nevada corporation (the "Company"),
XXXX
and XXXXX XXXXXX, husband and wife (“Xxxxxx”),
XXXXXXX XXXX, an individual (“Rand”),
XXXXXX
XXXXXXXXXXX (“Xxxxx”)
and
DIGITAL DIAL, LLC, a Florida limited liability company ("Digital").
RECITALS:
A.
Gulf Coast Ventures, Ltd. (“Gulf”)
was
issued 10,000,000 shares of the Company's common stock (the "Gulf
Shares"),
by
former management of the Company in exchange for consideration the Company
never
received.
B.
Pursuant to the terms and conditions contained herein, the parties agree
to
cancel the Gulf Shares and return them to the Company.
AGREEMENT:
ARTICLE
I
FINANCIAL
TERMS; RESIGNATION
1.1.
Return
of Shares. On
or
before the Closing, as defined below, Xxxxxx shall deliver to the Company
those
Company stock certificates in his possession that are registered in Gulf’s name
as set forth in Schedule 1.1 referred to herein as the “Gulf Shares” totaling
10,000,000 shares issued as Certificate Number 1636.
1.2.
Medical
Xxxx Payment. Xxxxxx
shall receive a check in the amount of $3,000 (“Medical
Payment”)
as
payment for all outstanding and unpaid medical bills incurred while employed
by
the Company and a payment of $5,000 for past services rendered to the Company
(“Cash
Payment”).
1.3.
Return
of Records. If
requested by Rand, Xxxxxx shall execute a signature card for the Company’s bank
account ending in numbers 6231 and deliver it to the Company as of the
Closing.
1.4.
Closing.
The
closing of the transactions described in this Article I contemplated herein
(the
"Closing")
shall
occur at the Company's offices, 0000 Xxxxxxx Xxxx, Xxxxx 000X, Xxxx Xxxxx,
Xxxxxxx 00000 at the earliest practicable date but in no event later than
June
6, 2008.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
With
respect to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 below, Xxxxxx hereby jointly
and
severally represents and warrants, and with respect to Section 2.3 and Section
2.5, Digital represents and warrants to the Company as of the date of this
Agreement, and, solely with respect to Section 2.4 below, the Company represents
and warrants to Xxxxxx as of the date of this Agreement that:
2.1.
Gulf
Shares Free from Claims.
Xxxxxx
has been given the authority by the registered holder to remit the Gulf Shares
back to the Company and the registered holder of the Gulf Shares is the
beneficial owner of each such share. All such Gulf Shares were not duly or
validly issued as no consideration was received but are free and clear from
any
lien, claim, pledge, charge or encumbrance. Other than this Agreement, there
are
no outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities or other agreements or commitments now
obligating the Gulf Shares, or if hereafter exercised would require any such
registered holder, to transfer or surrender any of the Gulf Shares.
2.2.
Agreement
Binding. Neither
the execution, delivery, nor performance of this Agreement by Xxxxxx will,
with
or without the giving of notice or the passage of time, or both, conflict
with
or result in a default, right to accelerate or loss of rights under, or result
in the creation of, any lien, charge or encumbrance or any franchise, mortgage,
deed of trust, lease, license, agreement, understanding, law, rule or
regulation, or any order, judgment or decree to which Xxxxxx is a party or
by
which Xxxxxx may be bound or affected.
2.3.
Full
Settlement. Xxxxxx,
Xxxxx and Digital agree that upon the Closing of this Agreement, no further
compensation is due or owing to Gulf or Xxxxxx from the Company or any of
its
respective officers, directors, accountants, legal advisors, or any other
agent,
whether in the form of cash or non-cash compensation, with respect to any
relationship between the Company and Xxxxxx. Xxxxxx further acknowledges
that
the Medical Payment and Cash Payment are being paid to Xxxxxx in lieu of
payment
to Gulf for redemption and cancellation of the Gulf Shares.
2.4.
Full
Settlement. The
Company agrees that upon the Closing of this Agreement, no further compensation
is due or owing to the Company from Xxxxxx, or any of his respective officers,
directors, accountants, legal advisors, or any other agent, whether in the
form
of cash or non-cash compensation, with respect to any relationship between
the
Company and Gulf or Xxxxxx.
2.5.
Authority.
The
manager and member(s), as applicable, of Digital have duly authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein. Digital, Xxxx, Xxxxx and Xxxxxx each have the full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a legal, valid and binding obligation of Digital, Xxxx, Xxxxx, and Xxxxxx
and
is enforceable in accordance with its terms, except as enforceability may
be
limited by applicable bankruptcy, insolvency, and similar statutes affecting
creditors’ rights generally and judicial limits on equitable
remedies.
2.6.
General. The
recitals and agreements in this Agreement are and will be true and accurate,
and
have been and will be complied with and performed by the Company, Gulf, Albie,
and Xxxxxx, in all material respects, and on or before the Closing Date all
related documents necessary or advisable to complete the settlement transaction
will be delivered to the Company.
2.7.
Xxxxxx,
Digital Release. Xxxxxx,
Gulf, Digital and their successors, assigns, affiliates, subsidiaries,
divisions, present and former managers, members, officers, employees, heirs,
executors, successors, predecessors, assigns, present and former partners,
principals, employees, agents, attorneys, and all other persons acting on
behalf
of the aforementioned parties (the "Xxxxxx
Parties")
hereby
release and forever discharge the Company, Rand and Albie and their successors,
assigns, affiliates, subsidiaries, divisions, present and former officers,
directors, employees, shareholders, agents, attorneys, and all other persons
acting on behalf of the aforementioned parties (the "Company
Parties")
from
any and all claims, debts, demands, suits, actions and causes of action of
whatsoever kind and nature, whether in law or in equity, known or unknown
that
the Xxxxxx Parties may now have, at any time prior hereto ever had, or hereafter
may have or could assert against the the Company Parties for, upon or by
reason
of any matter, cause or thing whatsoever arising out of, set forth in, or
connected with the Settlement Shares, the Gulf Shares and this transaction.
Xxxxxx and Digital acknowledge and agree that they do not claim or have any
interest in any patents, copyrights or any other intellectual property rights
relating to the Company's products, marketing materials, documentation or
other
assets, and that any such rights have vested in the Company as works for
hire to
the extent permitted by applicable law or have been assigned to the Company.
The
Company Parties hereby release and forever discharge the Xxxxxx Parties from
any
and all claims, debts, demands, suits, actions and causes of action of
whatsoever kind and nature, whether in law or in equity, known or unknown
that
the Company, or the Companies Parties may now have, at any time prior hereto
ever had, or hereafter may have or could assert against the Xxxxxx Parties
for,
upon or by reason of any matter, cause or thing whatsoever arising out of,
set
forth in, or connected with the Company.
2.8.
No
Release of Obligations Contained in this Agreement. The
Parties hereby each acknowledge and agree that nothing contained in this
Agreement shall release or discharge any of them from rights, duties and
obligations contained in or assumed under this Agreement.
2.9.
Release
Not Applicable to Future Services. Notwithstanding
any language to the contrary contained herein, in the event that the parties
engage in future contracts for services, any and all claims, debts, demands,
suits, actions, and courses of action arising from such services, occurring
after the execution date shall not be released and discharged by this
Agreement.
ARTICLE
III
MISCELLANEOUS
3.1.
Confidentiality.
Digital
and Xxxxxx as well as the Company, its officers and directors will not discuss
or disclose this Agreement or any of its terms with or to any unaffiliated
person or entity not signing this Agreement, except as required by law, and
will
not voluntarily cooperate or aid any claimant adverse to the Company, and
to
Digital and Xxxxxx respectively. Digital and Xxxxxx may disclose the terms
of
this agreement only with their legal and financial advisors.
3.2.
Effectiveness.
Digital
and Xxxxxx acknowledge that they have freely, knowingly and voluntarily entered
into this Agreement. This Agreement sets forth in full all remaining terms
of
any obligation between the parties.
3.3.
Separate
Counsel. The
parties stipulate and agree that, in entering into this Agreement, they have
relied upon the advice and representation of counsel and other advisors selected
by them, the Company having urged Digital and Xxxxxx to rely on separate
counsel
chosen by them. Digital and Xxxxxx particularly stipulate and agree that
they
were afforded time within which to consider the terms of this Agreement,
with
their legal counsel if they so chose, and that they and their counsel and
advisors have not received and are not relying on any representations or
warranty from any person or entity retained or employed by the Company in
connection with Digital’s and Xxxxxx'x entry into this Agreement.
3.4.
Waiver
of Breach or Default. No
waiver
of any breach or default hereunder shall be considered valid unless in writing
and signed by the party giving such waiver, and no such waiver shall be deemed
a
waiver of any subsequent breach or default of the same or similar
nature.
3.5.
Successors
and Assigns. This
Agreement shall be binding upon and inure to the benefit of each party hereto
and its successors and assigns.
3.6.
Paragraph
Headings. The
paragraph headings contained herein are for the purposes of convenience only
and
are not intended to define or limit the contents of said
paragraphs.
3.7.
Counterparts.
This
Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed one original.
3.8.
Applicable
Law. This
Agreement and all amendments thereof shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts
made
and to be performed therein and the parties herein are subject to the personal
jurisdiction of the courts in and for the State of Florida, with venue to
lie in
Palm Beach County.
3.9.
Severability.
Wherever
there is any conflict between any provisions of this Agreement and any statute,
law, regulation or judicial precedent, the latter shall prevail, but in such
event the provisions of this Agreement thus affected shall be curtailed and
limited only to the extent necessary to bring it within the requirement of
the
law. In the event that any part, section, paragraph or clause of this Agreement
shall be held by a court of proper jurisdiction to be invalid or unenforceable,
the entire Agreement shall not fail on account thereof, but the balance of
the
Agreement shall continue in full force and effect unless such construction
would
clearly be contrary to the intention of the parties or would result in
unconscionable injustice.
3.10.
Litigation.
In the
event of any litigation between the parties arising out of this Agreement,
the
prevailing party shall be entitled to recover its court costs and reasonable
attorneys' fees.
3.11.
Entire
Agreement and Modification. This
Agreement represents the entire agreement by, between and among any of the
parties and supersedes in its entirety the agreement between the parties
dated
May 30, 2008 and may be modified only by a duly authorized writing, executed
by
the parties or their respective heirs, successors or assigns.
[Signature
Page Follows]
| Company: | ||
| CX2 TECHNOLOGIES, INC., a Nevada corporation | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxx | |
|
Xxxxxxx Xxxx, CEO |
||
| Date: 6/6/2008 | ||
| Xxxxxx: | ||
| |
|
|
| /s/ Xxxx Xxxxxx | ||
|
Xxxx Xxxxxx |
||
| /s/ Xxxxx Xxxxxx | ||
|
Xxxxx Xxxxxx |
||
| Date: 6/6/2008 | ||
| Digital: | ||
| DIGITAL DIAL, LLC, a Florida limited liability company | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxx | |
|
|
||
| Date: 6/6/2008 | ||
| Rand: | ||
| |
|
|
| /s/ Xxxxxxx Xxxx | ||
|
Xxxxxxx Xxxx |
||
| Date: 6/6/2008 | ||
| Xxxxxxxxxxx: | ||
| |
|
|
| /s/ Xxxxxx Xxxxxxxxxxx | ||
|
Xxxxxx Xxxxxxxxxxx |
||
| Date: 6/6/2008 | ||
