SETTLEMENT AGREEMENT AND RELEASE
SETTLEMENT
AGREEMENT AND RELEASE
This
Settlement and General Mutual Release Agreement (the “Settlement Agreement”) is
entered into this 30th
day
of
May, 2008, by Sound Worldwide Holdings, Inc. (“Sound Worldwide” or “the
Company”) and Ivy
Sui
Xxxx Xxx
(“Xx.
Xxx” or “Xxx”).
WHEREAS,
Xx. Xxx
received 6,063,750 shares of common stock (the “Shares”) of Sound Worldwide,
Inc. (“Sound Worldwide”); and
WHEREAS,
Sound
Worldwide held all of the shares of Best Allied Industrial Limited (“Best
Allied”), a company founded by Xx. Xxx.
WHEREAS,
the
parties now wish to enter into and execute this Settlement Agreement and
Release.
NOW,
THEREFORE,
in
consideration of the foregoing, the mutual covenants, representations and
premises contained herein, and with full intent to be legally bound hereby,
the
parties hereby agree and covenant as follows:
1. RETURN
AND EXCHANGE OF SHARES:
In
consideration of the covenants and Release contained herein, Xx. Xxx surrendered
and returned to Sound Worldwide, 6,063,750 shares of Sound Worldwide and in
exchange, Sound Worldwide provided Xx. Xxx 100% of the outstanding Ordinary
Shares of Best Allied.
2. MUTUAL
RELEASE: Xx.
Xxx
hereby releases Sound Worldwide from any and all actions, causes of action,
suits, debts, dues, sums of money, accounts, contracts, controversies,
agreements, charges, complaints, promises, damages, judgments, claims,
liabilities and demands whatsoever which Xx. Xxx ever had, now has, or which
she
can, shall, or may have against Sound Worldwide, by reason of any matter, cause,
event or thing whatsoever from the beginning of the world to the date of this
Release, including claims of which Xx. Xxx is not aware and those not mentioned
in this Release.
Sound
Worldwide hereby releases Xx. Xxx from any and all actions, causes of action,
suits, debts, dues, sums of money, accounts, contracts, controversies,
agreements, charges, complaints, promises, damages, judgments, claims,
liabilities and demands whatsoever which Sound Worldwide ever had, now has,
or
which they can, shall, or may have against Xx. Xxx , by reason of any matter,
cause, event or thing whatsoever from the beginning of the world to the date
of
this Release, including claims of which Worldwide is not aware and those not
mentioned in this Release.
The
parties are bound by this Release. Anyone who succeeds to the parties’ rights
and responsibilities, such as his heirs or the executor or administrator of
his
estate or any assignee, is also bound.
3. CONFIDENTIAL
AGREEMENT: In
consideration of the covenants and payments set forth above, the parties hereby
covenant and agree that they and their agents shall keep the fact and terms
of
this Agreement confidential, and shall not, under any circumstances whatsoever,
reveal same to any person or entity, including but not limited to, any employee,
agent, associate, customer, or any person or entity with which the parties
has
any business relationship whatsoever, or to any member of the press or the
public; provided, however, that they may reveal such information as is required
by an enforceable court order, upon notice to the other party, or as required
by
the Internal Revenue Service.
4. NO
ADMISSION OF LIABILITY: Neither
the execution or terms of this Agreement, nor the surrender of the Shares by
Xx.
Xxx hereunder, shall in any way constitute or imply an admission by the parties
of liability in law or in fact as to any claims which the parties have asserted
or could have asserted in any action brought by them.
5. PARTIAL
INVALIDITY: If
any
provision of this Agreement shall be held void as against public policy by
any
court or administrative agency, all other provisions shall remain in full force
and effect and this Agreement shall be construed as if the offending provisions
were never contained herein.
6. GOVERNING
LAW: The
parties hereby acknowledge and agree that this shall in all respects be
interpreted, enforced and governed under the laws of the State of
Delaware.
7. FINAL
EXPRESSION OF AGREEMENT: This
Agreement is intended by the parties as the final expression of their agreement
and as a complete and exclusive statement of the terms and provisions thereof
and fully supersedes any and all prior agreements or understandings between
the
parties pertaining to the subject matter hereof.
8. MODIFICATIONS
OR AMENDMENTS: No
modification or amendment to this Agreement may be made unless it is in writing
and signed by both parties.
9. LEGAL
ADVICE: The
parties acknowledge that they have sought and received the advice of legal
counsel as to the meaning and execution of this Settlement Agreement and that
they enter into same voluntarily and after sufficient time to review and obtain
advice of counsel with respect to same. The parties acknowledge that they have
carefully read the Release contained herein and have discussed it with their
attorney, and further acknowledge that they understand and agree to the terms
of
the Release, have entered into the Release freely, voluntarily and without
coercion, have been afforded a sufficient period of time within which to review,
consider and accept its terms, and intends, by execution of the Release, to
be
legally bound by all of the terms and provisions thereof.
10. SIGNATURES. The
execution of this Agreement may be by actual or facsimile signature.
WHEREAS,
in witness hereof the parties execute this Settlement Agreement on the date
hereinabove first written.
| By: /s/ Xxxxx K. W. Fan | /s/ Ivy Sui Xxxx Xxx |
|
Name:
Xxxxx
K. W. Fan
|
Ivy Sui Xxxx Xxx |
|
Title:
Chief
Executive Officer
|
