SETTLEMENT AGREEMENT AND GENERAL RELEASE
EXHIBIT
10.3
This
SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Settlement Agreement”) is entered
into as of March 30, 2007, by and between PlanetLink Communications, Inc.,
a
Georgia corporation (the “Company”) and Xxxxxxx Xxxxx (the
"Holder").
WHEREAS,
Holder is the owner of record of 1,041,667 shares of PlanetLink Communications,
Inc. Series A Preferred Stock (the “Preferred Shares”);
WHEREAS,
the Company has determined that it would be in the best interest of PlanetLink
Communications, Inc. to cancel the Preferred Shares;
WHEREAS,
the parties desire to cancel the Preferred Shares in consideration for $100,000
paid to the Holder and the Holder’s release of any and all claims, if any,
against the Company subject to the terms and conditions hereof;
NOW
THEREFORE, in consideration of the premises and the undertakings set forth
herein, and intending to be fully bound hereby, the parties agree:
1.
Effective as of the date hereof, any and all agreements of whatever kind between
the Company and the Holder are hereby cancelled and terminated and shall have
no
further force or effect. Neither the Company nor the Holder shall have any
further rights or obligations under any such agreements with respect to payment
or other obligations. Upon the payment of all amounts set out in Section 2
below, the Holder shall deliver all certificates representing the Preferred
Shares to Xxxxxxx Business Law at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX
00000.
2.
In
satisfaction of any claims by or obligations to the Holder, including attorneys
fees or costs, and for termination of the Agreement and delivery of Preferred
Share certificates, the Company hereby agrees to pay to the Holder a total
of
$100,000 (the “Settlement Payment”) within 3 business days of receipt by the
Company of this executed Settlement Agreement and upon receipt by the Company
of
the following:
2.1 Written
confirmation that the Holder will deliver Preferred Share certificates to
Xxxxxxx Business Law at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000;
and
2.2 Written
confirmation that the Holder has not pledged, promised, loaned, hedged,
hypothecated or otherwise granted rights in the Preferred Shares to any
other
party; and
2.3 A
signed
settlement agreement from Xxxx Xxxxx in substantially the same form as this
Settlement Agreement.
2.4 Additionally,
the Holder shall deliver all Preferred Share certificates to the Company so
that
the Company may cancel the Preferred Shares.
3.
For
and in consideration of such Settlement Payment by the Company, the Holder
(for
himself and his respective past, present and future administrators, affiliates,
agents, assigns, attorneys, directors, employees, executors, heirs, insurers,
parents, partners, predecessors, representatives, servants, successors,
transferees, and all persons acting by, through, under or in concert with any
of
them) agrees to perform the obligations set forth in this Settlement Agreement
and hereby absolutely and irrevocably releases, waives, relinquishes, renounces
and discharges forever the Company and its past, present and future
administrators, affiliates, agents, assigns, attorneys, directors, employees,
employers, executors, heirs, insurers, officers, managers, parents, partners,
predecessors, representatives, servants, shareholders, subpartners,
subsidiaries, successors, transferees, underwriters, clients, customers, and
each of them, and all persons acting by, through, under or in concert with
any
of them from any claims, obligations or amounts due to the Holder.
4.
This
Agreement sets forth the entire agreement of the parties relating to the subject
matter hereof and supersedes any other agreement verbal or written. Both the
Company and the Holder acknowledge that they have consulted legal counsel
regarding the contents and effect of this Settlement Agreement and that they
are
entering into this Settlement Agreement knowing that doing so will terminate
their right to assert any legal claims against the other party in the
future.
5.
This
Settlement Agreement shall be governed by and construed in accordance with
the
laws of the State of Georgia, without regard to conflicts of laws principles
that would result in the application of the substantive law of another
jurisdiction. This Settlement Agreement may not be amended or modified except
by
an instrument in writing signed by each party.
6. As
further consideration for this Release, the Company and the Holder, for
themselves and each of their respective successors and assigns, hereby agree,
represent, and warrant that the matters released herein are not limited to
matters that are known or disclosed, and the Company and the Holder hereby
waive
any and all rights and benefits that they now have or in the future may have
conferred upon them by virtue of the provisions of Section 1542 of the Civil
Code of the State of California (or any other statute or common law principles
of similar effect), which Section provides as follows:
A
GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR
In
this
connection, the Company and the Holder hereby agree, represent, and warrant
that
they realize and acknowledge that factual matters now unknown to them may have
given or may hereafter give rise to causes of action, claims, demands, debts,
controversies, damages, costs, losses, and expenses that are presently unknown,
unanticipated, and unsuspected, and they further agree, represent, and warrant
that this Release has been negotiated and agreed upon in light of that
realization and that, except as expressly limited above, they nevertheless
hereby intend to release, discharge, and acquit each other from any such unknown
causes of action, claims, demands, debts, controversies, damages, costs, losses,
and expenses.
THE
PARTIES AGREE THIS RELEASE MAY BE DELIVERED AND/OR RETURNED BY TELEPHONE
FACSIMILE IN ONE OR MORE COUNTERPART COPIES, AND THE PARTIES MAY RELY UPON
THE
SIGNATURES HERETO WHETHER IN ORIGINAL OR FACSIMILE COPY.
Dated:
March 30, 2007
By: | Holder | |||
By: | /s/ Xxxxxxx Xxxxx | |||
Name:
Xxxxxxx Xxxxx
|
||||
By: | PlanetLink Communications, Inc. and duly authorized to sign: | |||
By: | /s/ M. Xxxxx Xxxx | |||
Name:
M. Xxxxx Xxxx
|
||||
Title:
Chief Executive Officer
|