ACCORD AND SATISFACTION
EXHIBIT
10.3
This
Agreement (“Agreement”) is made and entered into effective this 11th day of
October,
2006, by and between Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx, Suntine Enterprises,
LLC, and Cornerstone Wireless Communications, LLC (hereinafter referred to
collectively as “Xxxxxxx and Group”) and Studio One Media, Inc., (f/k/a
Dimensional Visions Incorporated), a Delaware corporation (hereinafter referred
to as “SOMD” or the “Company”), with reference to the following:
WHEREAS,
the parties hereto did heretofore enter into that one certain Settlement
Agreement and Release dated April 30, 2003 (the “Settlement Agreement”), which
agreement is, by this reference, incorporated herein for all purposes;
and
WHEREAS,
the parties hereto desire to conclude all matters covered by, referred to in,
or
giving rise to the Settlement Agreement, and other matters between the parties,
leaving nothing unsettled or open to question;
NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein, and subject to the terms and conditions set forth herein, the parties
hereby agree as follows:
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1.
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The
Company shall issue, or cause to be issued, to Xxxxxxx and Group,
One
Hundred Thirty Seven Thousand Five Hundred (137,500) shares of restricted
common stock, $0.001 par value, of SOMD (the
“Shares”).
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2.
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Xxxxxxx
and Group agrees to accept the Shares in full and complete settlement
and
satisfaction of all covenants, representations, warranties, obligations,
liabilities, costs and expenses provided for in the Settlement Agreement,
or referred to therein, or any document giving rise thereto including,
but
not limited to, any promissory notes, guarantees, lines of credit
agreements or other financing
agreements.
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3.
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Certificates
evidencing the Shares shall be issued in the following names and
amounts:
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| Xxxxxxx X. Xxxxxxx | 53,000 shares |
| Xxxxxxx X. Xxxxxxx | 40,900 shares |
| Cornerstone Wireless Communications, LLC | 23,600 shares |
| Fidelity Insurance Xxxxxxx, Xxx, XXX XX 0000 | 20,000 shares |
| Total | 137,500 shares |
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4.
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The
Shares, when issued shall be deemed fully paid and non-assessable
and
without any restriction of any nature other than as shall be imposed
by
Rule 144 promulgated under the Securities Exchange Act of 1933, as
amended.
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5.
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Each
time that the Company proposes to Register a public offering solely
of its
Common Stock (not including an offering of Common stock issuable
upon
conversion or exercise of other securities), other than pursuant
to a
Registration Statement on Form S-4 or Form S-8 or similar or successor
forms (collectively,"Excluded Forms"), the Company shall promptly
give
written notice of such proposed Registration to all holders of Shares,
which shall offer such holders the right to request inclusion of
any
Registrable Securities in the proposed Registration. The holder
may request inclusion of any Registrable Shares in such Company
Registration by delivering to the Company, within 10 days after receipt
of
the Registration Notice, a written notice (the "Piggyback Notice")
stating
the number of Registrable Shares proposed to be included and that
such
shares are to be included in any underwriting only on the same terms
and
conditions as the shares of Common Stock otherwise being sold through
underwriters under such Registration. The Company shall use its reasonable
efforts to cause all Registrable Shares specified in the Piggyback
Notice
to be included in the Company Registration and any related offering,
all
to the extent requisite to permit the sale by the holder of such
Registrable Shares
in accordance with the method of sale applicable to the other shares
of
Common Stock included in the Company
Registration.
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6.
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Xxxxxxx
and Group, and each person comprising such group, on behalf of
himself/itself and on behalf of their respective attorneys, accountants,
insurers, agents, personal representatives, survivors, heirs, successors,
and assigns, hereby releases and forever discharges the Company and
its
past and present affiliates and subsidiaries, and their respective
officers, directors, shareholders, partners, principals, employees,
attorneys, accountants, consultants, insurers, agents, representatives,
servants, predecessors, successors, heirs and assigns (collectively,
"the
Company Parties"), of and from any and all claims, debt, demands,
obligations, losses, actions and causes of action, costs, expenses,
attorneys' fees and liabilities of any nature whatsoever, whether
based on
contract, tort, statutory or other legal or equitable theory of recovery,
whether known or unknown, which the Xxxxxxx and Group, or any member
thereof, has, had or claims to have against any or all of the Company
Parties, including but not limited to (i) covenants, representations,
warranties, obligations, liabilities, costs and expenses provided
for in
the Settlement Agreement, or any document referred to in or giving
rise to
the Settlement Agreement including, but not limited to, any promissory
notes, guarantees, lines of credit agreements or other financing
agreements, (ii) any business or personal relationship between the
parties
prior to the date of this Release, or (iii) other monetary or other
valuable consideration claimed, whether accrued or not, from the
beginning
of time to the effective date of this
Agreement.
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7.
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The
Company, on behalf of itself and its past and present affiliates
and
subsidiaries, and their respective officers, directors, shareholders,
partners, principals, employees, attorneys, accountants, consultants,
insurers, agents, representatives, servants, predecessors, successors,
heirs and assigns (collectively, “the Xxxxxxx Parties”), hereby releases
and forever discharges Xxxxxxx and Group, and each person comprising
such
group, and their respective attorneys, accountants, insurers, agents,
personal representatives, survivors, heirs, successors, and assigns,
of
and from any and all claims, debt, demands, obligations, losses,
actions
and causes of action, costs, expenses, attorneys' fees and liabilities
of
any nature whatsoever, whether based on contract, tort, statutory
or other
legal or equitable theory of recovery, whether known or unknown,
which the
Company has, had or claims to have against any or all of the Xxxxxxx
Parties, or any member thereof, including but not limited to any
and all
claims which relate to, arise from, or are in any manner connected
to (i)
covenants, representations, warranties, obligations, liabilities,
costs
and expenses provided for in the Settlement Agreement, or any document
referred to in or giving rise to the Settlement Agreement including,
but
not limited to, any promissory notes, guarantees, lines of credit
agreements or other financing agreements, (ii) any business or personal
relationship between the parties prior to the date of this Release,
or
(iii) other monetary or other valuable consideration claimed, whether
accrued or not, from the beginning of time to the effective date
of this
Agreement.
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8.
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Each
party represents and warrants that he has the authority to enter
into and
be bound by this Agreement.
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9.
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This
Agreement constitutes and embodies the full and complete understanding
of
the parties hereto with respect to the subject matter hereof and
supersedes all prior or contemporaneous understandings,
agreements or representations, whether oral or in writing, and
all such agreements shall be and hereby are deemed canceled and
terminated and the terms thereof shall be null and void and this
Agreement
shall be the sole agreement between the parties hereto. This
Agreement may only be amended, modified or changed by written instrument
executed by all parties hereto.
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10.
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In
the event that any provision of this Agreement is rendered or declared
to
be partially or wholly invalid, illegal or unenforceable by subsequent
legislation or by decree of a court of last resort, then such provision
shall be deemed to be modified or restricted to the extent necessary
to
make such provision valid, binding and enforceable or, if such a
provision
cannot be modified or restricted in such a manner so as to make such
provision valid, binding and enforceable, then such provision shall
be
deemed to be excised from this Agreement and the validity, binding
effect
and enforceability of the remaining provisions of this Agreement
shall not
be affected or impaired in any manner and shall remain in full force
and
effect.
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11.
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This
Agreement shall be governed by, interpreted, performed and construed
in
accordance with the laws of the State of Arizona. The State of
Arizona, County of Maricopa shall be the jurisdiction, forum and
venue for
litigation, trial, arbitration or mediation of any dispute which
may arise
between the parties hereto concerning the formation, execution,
performance or breach of this Agreement, or of any alleged tort arising
from the transactions which form the subject matter
hereof.
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12.
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This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and
assigns.
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13.
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Each
of the parties agrees to execute, acknowledge and deliver all further
instruments and documents and to take such further action as may
be
reasonably required in order to effectuate the terms and purposes of
this Agreement.
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14.
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Each
of the parties hereto have independently consulted with legal counsel
of
its own selection in connection with the negotiation, preparation
and
execution of this Agreement, and is not relying upon the legal counsel
of
the other party in connection
herewith.
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15.
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Any
duly executed facsimile copy of this Agreement shall be deemed to
be, and
shall be, legally effective as though it were an original, pending
the
subsequent exchange of hard copy originals or counterparts duly executed
by the parties hereto as may be required by law or agreed to in writing
by
all of the Parties hereto.
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16.
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This
Agreement may be executed in any number of counterparts, each of
which
when executed and delivered shall be deemed an original, but all
of which
shall together constitute one and the same
instrument.
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EXECUTED
as of the date and year first above written.
| /s/ Xxxxxxx Xxxx | /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxx, President | Xxxxxxx X. Xxxxxxx, Individually | |
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx, Individually | ||
| CORNERSTONE WIRELESS COMMUNICATIONS, LLC. | ||
| By: /s/ Xxxxxxx X. Xxxxxxx | ||
| Xxxxxxx X. Xxxxxxx | ||
| Title: President | ||
| SUNTINE ENTERPRISES, LLC | ||
| By: /s/ Xxxxx Xxxxxx | ||
| Xxxxx Xxxxxx | ||
| Title: Manager | ||
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FIDELITY
INSURANCE COMPANY, LTD.
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FBO
Account # SA 0456
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| By:/s/ Xxxxx Xxxxxx | ||
| Xxxxx Xxxxxx | ||
| Title: Manager |
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