MUTUAL GENERAL RELEASE
Exhibit
2.2
This
Mutual General Release (this “General
Release”)
is entered into this 29th day of September, 2006, between FPIC Insurance Group,
Inc., a Florida corporation (“FPIC”),
and Xxxxxxx X. Xxxxxx, an individual (“AJB”).
WHEREAS,
AJB is the President and a member of the Board of Directors of Administrators
for the Professions, Inc. (“AFP”);
WHEREAS,
FPIC, AJB and AJB Ventures, Inc., a New York corporation controlled by AJB
(“Ventures”),
shall enter into, contemporaneous with the execution of this General Release,
a
Securities Purchase Agreement, dated as of September 29, 2006 (the “Purchase
Agreement”),
providing for the acquisition by Ventures of various securities owned by FPIC,
including all of the issued and outstanding capital stock of AFP, heretofore
a
wholly-owned subsidiary of FPIC; and
WHEREAS,
Section 2.4 of the Purchase Agreement contemplates that the parties hereto
execute and deliver this General Release and the parties hereto deem it in
their
best interests to do so;
NOW,
THEREFORE, in consideration of the mutual promises, covenants, conditions and
provisions set forth below and such other good and valuable consideration
(including, without limitation, the mutual execution of the Purchase Agreement),
the sufficiency and receipt of which is hereby acknowledged, and intending
to be
legally bound, it is agreed as follows:
1. a. AJB
agrees that AJB fully, finally and unconditionally and forever releases,
discharges and forgives FPIC and all of its direct and indirect subsidiaries
and
affiliates as in existence immediately following consummation of the sale of
securities contemplated by the Purchase Agreement (collectively, the
“FPIC
Companies”),
all of the FPIC Companies’ successors and assigns, and any and all of the FPIC
Companies’ past and present shareholders, officers, directors, managers, agents,
representatives and employees, in their capacities as such (the “FPIC
Releasees”),
from any and all claims, allegations, complaints, proceedings, charges, actions,
causes of action, demands, debts, covenants, contracts, liabilities or damages
of any nature whatsoever (“Claims”),
whether now known or claimed, to whomever made, that AJB had, has or may have
against any or all of the FPIC Releasees for or by reason of any cause, nature
or thing whatsoever, up to the date hereof, known or unknown, including, by
way
of example and without limiting the broadest application of the foregoing,
any
actions, causes of action or claims under any contract or any federal, state
or
local decisional law, statutes, regulations or constitutions, and any claims,
asserted benefits or rights arising by or under contract or implied contract,
any alleged oral or written contract or agreement for employment or services,
any claims arising by or under promissory estoppel, detrimental reliance, or
under any asserted covenant of good faith and fair dealing, and any claims
for
defamation, fraud, fraudulent inducement, intentional infliction of emotional
distress, or any other tortious conduct, including personal injury of any nature
and arising from any source or condition, or pursuant to any other
b. As
of the date of, and upon execution of this General Release and the waiver and
release of all claims contained herein, AJB covenants, represents and warrants
that AJB will not assert, threaten or commence any claim, allegation, action,
complaint or proceeding against the FPIC Releasees or any of them by reason
of
any matter or thing existing up to the date hereof. If AJB should, after the
execution of this General Release make, pursue, prosecute, or threaten to make
any such claim or allegation, or pursue or commence or threaten to commence
any
such claim, action, complaint or proceeding against the FPIC Releasees, or
any
of them, for or by reason of any cause, matter or thing existing up to the
date
hereof, this General Release may be raised as, and shall constitute, a complete
bar to any such claim, allegation, action, complaint or proceeding.
2. a. FPIC
agrees that FPIC fully, finally and unconditionally and forever releases,
discharges and forgives AJB, all of AJB’s successors and assigns, and any and
all of AJB’s past and present agents and representatives (the “AJB
Releasees”),
from any and all Claims whether now known or claimed, to whomever made, that
FPIC had, has or may have against any or all of the AJB Releasees for or by
reason of any cause, nature or thing whatsoever, up to the date hereof, known
or
unknown, including, by way of example and without limiting the broadest
application of the foregoing, any actions, causes of action or claims under
any
contract or any federal, state or local decisional law, statutes, regulations
or
constitutions, and any claims, asserted benefits or rights arising by or under
contract or implied contract, any alleged oral or written contract or agreement
for employment or services, any claims arising by or under promissory estoppel,
detrimental reliance, or under any asserted covenant of good faith and fair
dealing, and any claims for defamation, fraud, fraudulent inducement,
intentional infliction of emotional distress, or any other tortious conduct,
including personal injury of any nature and arising from any source or
condition,. FPIC agrees that all prior agreements between FPIC and one or more
of the AJB Releasees are hereby terminated as of the date hereof, and shall
hereafter be of no further force or effect.
b. As
of the date of, and upon execution of this General Release and the waiver and
release of all claims contained herein, FPIC covenants, represents and warrants
that FPIC will not assert, threaten or commence any claim, allegation, action,
complaint or proceeding against the AJB Releasees or any of them by reason
of
any matter or thing existing up to the date hereof. If FPIC should, after the
execution of this General Release make, pursue, prosecute, or threaten to make
any such claim or allegation, or pursue or commence or threaten to commence
any
such claim, action, complaint or proceeding against the AJB Releasees, or any
of
them, for or by reason of any cause, matter or thing existing up to the date
hereof, this General Release may be raised as, and shall constitute, a complete
bar to any such claim, allegation, action, complaint or proceeding.
3. Each
of the parties hereby represents and warrants that it has not assigned any
part
of any of the Claims that are subject to this General Release, and that no
person or entity other than the FPIC Releasees and the AJB Releasees owns any
interest in such Claims.
4. Notwithstanding
anything to the contrary contained in this General Release, the provisions
of
Section 1 and Section 2 shall not apply to the obligations of FPIC or AJB under
or in respect of the Purchase Agreement or in any related agreement, instrument,
certificate or document executed in connection with the Purchase
Agreement
5. This
General Release shall not constitute an admission of any wrongdoing by the
FPIC
Releasees, the AJB Releasees, FPIC or AJB or any of them, or of having caused
any injury to AJB or FPIC, as the case may be, by any acts or omissions on
the
part of the FPIC Releasees, the AJB Releasees, FPIC or AJB or any of them,
or a
violation of any statutory, regulatory or common law obligation owed to AJB
by
any of the FPIC Releasees or owed to FPIC by any of the AJB
Releasees.
6. If
any provision of this General Release is held invalid or unenforceable by any
court of competent jurisdiction,
the other provisions of this General Release will remain in full force and
effect. Any provision of this General Release held invalid or unenforceable
in
part or degree shall remain in full force and effect to the extent not held
invalid or unenforceable.
7. This
General Release embodies the entire agreement between the parties hereto with
respect to the subject matter hereof and may not be amended, modified or
terminated except by express written agreement between the parties. This General
Release supersedes all prior and contemporaneous written and oral agreements
with respect to the subject matter hereof. This General Release shall
be
construed and governed by the laws of the State of New York without regard
to
the conflicts of laws provisions thereof.
8. This
General Release shall be binding upon and inure to the benefit of the parties,
the FPIC Releasees and the AJB Releasees, and their respective successors,
heirs
(in the case of individuals) and assigns. Neither AJB’s nor FPIC’s obligations
under this General Release may be assigned or transferred.
9. This
General Release may be executed in any number of separate counterparts, all
of
which taken together shall be deemed to constitute one and the same
instrument.
(signature
page follows)
IN
WITNESS WHEREOF, the parties have executed this Mutual General Release to be
effective as of the date first written above.
| FPIC INSURANCE GROUP, INC. | ||
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| By: | /s/ Xxxxxxx Xxxxxx, III | |
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Chief Financial Officer |
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/s/ Xxxxxxx
X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Individually |
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