EX-10.6
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release Agreement (the "Settlement
Agreement") dated as of ______________, 2004, is by and between DataMEG Corp., a
New York corporation, having usual place of business at XXXXXXXX XXX, XXX XXX,
Xxxxxx, XX 00000 ("DataMEG") and Xxx Xxxxxx, of XXXX XXXX XXXX XXX XXXXX, North
Carolina ("Xxxxxx").
WHEREAS, Xxxxxx and DataMEG are disputing certain liability and payments
due to Xxxxxx including but not limited to salary claims, consulting fees,
loans, and that certain Merger Agreement by and among DataMEG, North Electric
Company, Inc. and Xxx Xxxxxx, dated December 2001, as amended (the "Claims");
and
WHEREAS, DataMEG and Xxxxxx wish to resolve these Claims.
NOW THEREFORE, for and in consideration of the mutual agreements, terms,
covenants and conditions herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, accepted and agreed
to, the parties agree as follows:
1. Xxxxxx ("Xxxxxx"), in consideration of receipt of One Million Seven Hundred
Fifty Thousand (1,750,000) shares of the common stock of DataMEG, $.01 par
value, to be issued at the Closing subject to Sections 3 and 4 herein, and other
valuable consideration described below, hereby finally and forever discharges,
remises and releases DataMEG, its subsidiaries, affiliates and all parties,
including but not limited to their officers, directors, employees, servants,
consultants, advisors, agents, successors and assigns (collectively, the
"DataMEG Released Parties"), of and from any and all claims, actions, causes of
action, suits, controversies and/or proceedings for or on account of, or in any
way arising out of or related to, claims that Xxxxxx may have ever had, now have
or may ever have, relating to the DataMEG Released Parties, including but not
limited to the issues and claims relating to or arising from the Claims.
2. DataMEG, in consideration of the above-mentioned release of all Claims, and
other valuable consideration described below, hereby discharges, remises, and
releases Xxxxxx of and from any and all claims, actions, causes of action,
suits, controversies and/or proceedings for or on account of, or in any way
arising out of or related to, claims that DataMEG may have ever had, now have
or may ever have, relating to Xxxxxx, including but not limited to the Claims.
3. As a condition to DataMEG entering into this Settlement Agreement and
incurring the obligations set forth herein the parties contemporaneously with
the execution of this Settlement Agreement shall enter into a Lock-Up Agreement,
in the form attached hereto as Exhibit "B" ("Lock-Up Agreement").
4. Upon DataMEG's receipt of counterpart originals of this Settlement
Agreement, and the Lock-Up Agreement properly executed by Xxxxxx, DataMEG
shall issue to Xxxxxx the Shares (the "Closing").
5. It is understood and agreed that this Settlement Agreement is not to be
construed as an admission of liability on the part of the parties and that they
expressly deny any liability of any kind or nature.
6. Xxxxxx and DataMEG hereby represent, warrant and covenant that they have not
been induced to make this settlement by any representation made by the other
party, or anyone acting on the other party's behalf, other than the terms
specifically recited in this Settlement Agreement. Xxxxxx and DataMEG hereby
represent, warrant and covenant that they have made this settlement after
consultation with and upon the advice of their attorneys.
7. Xxxxxx and DataMEG each represent, warrant and covenant that no other person
or entity has or had any interest in their claims, or in this Settlement
Agreement, and both parties have the sole and exclusive right to receive the
sums specified, and that neither party has sold, assigned, transferred, conveyed
or otherwise disposed of any of the claims, demands, obligations or causes of
action referred to in this Settlement Agreement.
8. In the event a party fails to fulfill any of its obligations under this
Settlement Agreement, the other fully-complying party shall be entitled to
reimbursement of all his fees and costs associated with pursuing, rectifying
and/or enforcing his rights herein, including but not limited to reasonable
legal fees.
9. This Settlement Agreement, along with the Lock-Up Agreement, constitute the
entire agreement between Xxxxxx and DataMEG and supersede any prior written or
oral agreements or promises.
10. This Settlement Agreement may be executed in separate counterparts by the
parties, and collectively, those counterparts will constitute one fully executed
and enforceable agreement. This Agreement shall be construed and interpreted
under laws of the Commonwealth of Massachusetts law, without reference to its so
called conflicts of laws provisions.
11. Xxxxxx and DataMEG represent that they have carefully read the foregoing
Settlement Agreement and know and fully understand the contents thereof, and
that they sign the Settlement Agreement and Release as their free act and deed.
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties hereto have duly executed this Lock-up Agreement
under seal as of the date first written above.
XXXXXX:
DATAMEG:
DataMEG Corp.
By:
