AGREEMENT AND RELEASE
This
Agreement (the “Agreement”) is dated May 18, 2007 and is made by and between
Offline Consulting, Inc. (the “Company”), on one hand, and Allese Capital LLC
(“AC”) and Xxxxxxxx Xxxxxxxxx (“MT” and collectively with AC, “Affiliate”), on
the other hand.
WHEREAS,
Affiliate is the owner of 6,002,500 shares of common stock of the Company (the
“Shares”);
WHEREAS,
the Company is engaged in the provision of consulting services to small
businesses (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 Xxxxxxxxxx Corporation, a Florida corporation (“Xxxxxxxxxx”),
pursuant to which the Company issued the shareholders of Xxxxxxxxxx 1,374,163
shares of common stock of the Company in consideration of all of the outstanding
securities of Xxxxxxxxxx;
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 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.
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) The
Company and Kesslering, its majority owned subsidiary will indemnify and hold
the Affiliate and their directors, officers, shareholders, partners, employees
and agents (each, a “Party”) 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 and costs of investigation that any such Party may suffer or incur as
a
result of or relating to any act taken by Xxxxxxxxxx and any act or omission
taken by the Company after the date hereof, including without limitation, any
act taken by the Company in connection with the transactions contemplated hereby
and by the Purchase Agreement, including without limitation, the issuance of
the
shares of Series A Preferred Stock and related warrants.
(C) 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 Xxxxxxxxxx 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 they are
the
owners 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. The
parties understand and agree that this Agreement, including the facts and
circumstances underlying the Agreement shall forever be deemed confidential
between the parties to the Agreement unless disclosure of the facts and
circumstances is required by law.
6. Each
party shall be responsible for their own attorneys’ fees and
costs.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
Offline
Consulting, Inc.
/s/Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Title:
CEO
/s/Xxxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxxxxx
Xxxxxx
Capital, LLC
By:
/s/Xxxxxxxx Xxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxx
Title:
President
