EXHIBIT 10.1
AGREEMENT
AND RELEASE
This AGREEMENT AND RELEASE (the "Agreement"), entered into as of the
30th day of November, 2001 by and among XXXXXXXXXX INVESTMENTS LTD.
("XxxxxXxxxx"), XXXXXXX XXXXXXXXX ("Xxxxxxxxx"), and GLOBAL ASSET HOLDINGS
INCORPORATED ("Global").
R E C I T A L S
WHEREAS, XxxxxXxxxx, Xxxxxxxxx and Global entered into an Exchange
Agreement and Plan of Reorganization dated as of March 31, 2001 (the "Exchange
Agreement") pursuant to which XxxxxXxxxx and Xxxxxxxxx exchanged all of their
shares of National Online Services, Inc. ("NOL") for common shares of Global;
WHEREAS, pursuant to paragraph 1.3 of the Exchange Agreement (the
"Earn-out Provision"), XxxxxXxxxx and Xxxxxxxxx are entitled to additional
shares of Global in the event that accumulated net after-tax income of NOL
reached $1,200,000 during the period April 1, 2001 through September 30, 2002,
which provision was based on the understanding and agreement of the parties that
operations would commence by April 1, 2001;
WHEREAS, operations of NOL did not commence by April 1, 2001;
WHEREAS, for the avoidance of claims by XxxxxXxxxx and Xxxxxxxxx
relating to the failure of NOL to commence operations as required thereby
depriving them of the opportunity to earn additional shares pursuant to the
Earn-out Provision, the parties have reached an understanding to issue
additional shares of Global to XxxxxXxxxx and Xxxxxxxxx pursuant to the terms of
this Agreement;
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and Agreements contained in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
1. The Earn-out Provision shall be cancelled, terminated, and of no further
force or effect.
2. Each of XxxxxXxxxx and Xxxxxxxxx hereby release Global and all of its
officers, directors, employees, affiliates, agents, attorneys and successors,
from and against any and all claims, promises, debts, obligations, liabilities
and causes of action in law or equity, arising under or in any way related to
any breach of paragraph 1.3 of the Exchange Agreement.
3. In consideration herefore, Global shall deliver two million five hundred
thousand (2,500,000) shares of the common stock of Global to XxxxxXxxxx and
Xxxxxxxxx, pro-rata with their percentage ownership of Global set forth in the
Exchange Agreement. Such shares shall bear the legend set forth in paragraph
1.5(a) of the Exchange Agreement and be subject to a stop transfer order.
4. Each of XxxxxXxxxx and Xxxxxxxxx hereby represent and warrant to Global as
follows:
(a) XxxxxXxxxx is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and
that XxxxxXxxxx has all requisite power and authority to execute this
Agreement. This Agreement constitutes, when executed and delivered by
XxxxxXxxxx and Xxxxxxxxx in accordance herewith, the valid and binding
obligations of each of XxxxxXxxxx and Xxxxxxxxx enforceable in
accordance with its terms, subject to general principles of equity and
bankruptcy or other laws relating to or affecting the rights of
creditors generally.
(b) XxxxxXxxxx and Xxxxxxxxx are acquiring the stock of Global for
investment and not with a view to, or for sale in connection with, any
distribution thereof within the meaning of the Securities Act, nor with
any present intention of distributing or selling the same. Except as
contemplated by this Agreement, neither XxxxxXxxxx nor Xxxxxxxxx has any
present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof and
will not sell, transfer or otherwise dispose of the shares of Global or
any portion thereof or interest therein in violation of the registration
requirements of the Securities Act or the applicable securities laws of
any state.
5. Global hereby represents and warrants to XxxxxXxxxx and Xxxxxxxxx as follows:
(a) Global is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has
all requisite power and authority to execute this Agreement. This
Agreement constitutes, when executed and delivered by Global in
accordance herewith, the valid and binding obligations of Global
enforceable in accordance with its terms, subject to general principles
of equity and bankruptcy or other laws relating to or affecting the
rights of creditors generally.
(b) The shares of Global to be issued hereunder have been duly and validly
authorized and, upon issuance, such shares will be duly and validly
issued, fully paid and non-assessable.
6. Miscellaneous Provisions
6.1 Headings. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof.
6.2 Entire Agreement; Waiver. This Agreement together with the Exchange
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter of this Agreement. Otherwise, there are no warranties,
representations or other agreements between the parties in connection with such
subject matter except as specifically set forth or referred to in this
Agreement. No modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. No waiver
of any provision of this Agreement shall constitute a continuing waiver unless
otherwise expressly provided.
6.3 Continuation of Agreement. Except as specifically modified hereby,
the Exchange Agreement shall continue in full force and effect.
6.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
6.5 Assignment. No party may assign its rights or benefits under this
Agreement and any such purported assignment or transfer is hereby declared null
and void.
6.6 Cooperation; Further Assurances. The parties shall cooperate fully
and in good faith with each other and their respective legal advisers,
accountants and other representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement. Each of
the parties shall promptly do, make, execute, deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the
other parties hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and the transactions contemplated by this
Agreement and shall use reasonable efforts and take all such steps as may be
reasonably within its power to implement the provisions of this Agreement to its
full extent.
6.7 Counterparts. This Agreement may be signed in counterparts and each
such counterpart shall constitute an original document and such counterparts,
taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement and
Release as of the date first set forth above.
GLOBAL ASSET HOLDINGS, INC.
By: _______________________________
Name: _____________________________
Its: _____________________________
XXXXXXXXXX INVESTMENTS, LTD.
By:________________________________
Name: _____________________________
Its: _____________________________
____________________________________
XXXXXXX XXXXXXXXX
