AGREEMENT AND RELEASE
Exhibit
10.2
This Agreement (the “Agreement”) is
dated December 29th 2009 and is made by and between Title Starts Online, Inc.
(the “Company”), on one hand, and Xxxx XxXxxx (“Affiliate”), on the other
hand.
WHEREAS, Affiliate is the
owner of 3,105,000 shares of common stock of the Company (the
“Shares”);
WHEREAS, the Company is
engaged in the development of an online repository of title starts for
abstractors (the “Business”);
WHEREAS, the Company has been
unable to develop the Business to justify the expense of remaining as a public
corporation;
WHEREAS, the Company has
entered into and closed a Share Exchange Agreement with the shareholders of
Advanced Mechanical Products, Inc., an Ohio corporation (“Advanced”), pursuant
to which the Company issued the shareholders of Advanced 1,063,636 shares of
common stock of the Company in consideration of all of the outstanding
securities of Advanced;
WHEREAS, the Company no longer
desires to develop the Business and has elected to dispose of the assets
relating to the Business;
WHEREAS, the Company and
Affiliate have elected to enter into this Agreement pursuant to which the
Company will sell all of the assets of the Company relating to the Business,
including its interest in Title Starts of Kansas City, LLC, a Missouri limited
liability company, to Affiliate in consideration for the return of the Shares to
the Company for cancellation;
WHEREAS, without admitting and
specifically denying potential liability and in order to avoid further expense,
costs, and time to litigate the any potential dispute between the parties, the
Company and Affiliate have reached a full and final agreement regarding the sale
of the assets relating to the Business and return for cancellation of the
Shares; and
NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Affiliate as follows:
1. Affiliate
agrees to return to the Company the Shares for cancellation which certificates
representing the Shares shall be delivered to the Company together with a stock
power.
2. In
consideration for the items set forth in Section 1 above, the Company agrees to
transfer all of the assets relating to the Business to the
Affiliate.
3. (A) Upon
receipt of the assets relating to the Business, Affiliate releases and
discharges the Company, the Company’s heirs, executors, successors,
administrators, attorneys, insurers, and assigns from all actions, cause of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, against the Company, that
Affiliate or its executors, administrators, successors and assigns ever had, now
have or hereafter can, shall or may, have for, upon, or by reason of any matter,
cause or thing whatsoever, whether or not known or unknown, from the beginning
of the world to the day of the date of this Agreement.
(B) Affiliate
hereby agrees that it will assume all obligations, liabilities and losses
(“Existing Liabilities”) of the Company existing prior to the Company’s
acquisition of Advanced and Affiliate agrees to indemnify and hold the Company
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees associated with
the Existing Liabilities.
4. Affiliate
warrants and represents that no other person or entity has any interest in the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion of
the matters released herein. Affiliate specifically represents that
he is the owner of the Shares and that there are no liens, mortgage, deed of
trust, pledge, claim, security interest, covenant, restriction, easement,
preemptive right, or any other encumbrance or charge of any kind.
5. Each
party shall be responsible for their own attorneys’ fees and costs except as set
forth in Section 3(B).
6. Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
7. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral. Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.
8. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
9. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.
10. The
Parties agree that this Agreement is governed by the Laws of the State of New
York and that any and all disputes that may arise from the provisions of this
Agreement shall be tried in the Supreme Court, State of New York, County of New
York. The Parties agree to waive their right to trial by jury for any
dispute arising out of this Agreement.
11. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.
By:/s/
Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
CEO
/s/ Xxxx
XxXxxx
Xxxx
XxXxxx
