AGREEMENT
THIS AGREEMENT ("Agreement") dated as of May 19, 2011 is by and among
Iron Eagle Group, Inc., a Delaware corporation ("Iron Eagle"); Xxxxx X.
Xxxxxxx ("X.X. Xxxxxxx"); Xxxx X. Xxxxxxx ("X.X. Xxxxxxx"); Belle Haven
Partners LLC ("Belle Haven"); Xxxxxx X. XxXxxxx ("XxXxxxx"); Xxx X.
Xxxxx ("Xxxxx"); Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"); Xxxx X. Xxxxxxxxx
("Xxxxxxxxx"); Xxxx X. Xxxxxx ("Xxxxxx"); and Xxxxxx X. Xxxxxxxxxx
("Xxxxxxxxxx").
INTRODUCTION.
Each of the parties hereto do hereby acknowledge that:
For the period from January 1, 2011 to March 31, 2011 an aggregate of
$250,000 of accrued cash and stock compensation was owed by Iron Eagle
to XxXxxxx under his consulting agreement with Iron Eagle (the "XxXxxxx
Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$151,250 of accrued cash and stock compensation was owed by Iron Eagle
to Sabio under his employment agreement with Iron Eagle (the "Sabio
Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$75,000 of accrued cash compensation was owed by Iron Eagle to X.X.
Xxxxxxx under his employment agreement with Iron Eagle (the "X.X.
Xxxxxxx Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$60,000 of accrued cash compensation was owed by Iron Eagle to Belle
Haven and X.X. Xxxxxxx under a consulting agreement with Iron Eagle
(collectively, the "Belle Haven Accrued Compensation").
For the period from January 1, 2011 to t March 31, 2011, an aggregate
of $27,000 of accrued cash compensation was owed by Iron Eagle to
Xxxxxx under a consulting agreement with Iron Eagle (the "Xxxxxx
Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$27,000 of accrued cash compensation was owed by Iron Eagle to
Xxxxxxxxxx under a consulting agreement with Iron Eagle (the
"Xxxxxxxxxx Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$12,500 of accrued cash compensation was owed by Iron Eagle to Xxxxxxxx
as directors fees (the "Xxxxxxxx Accrued Compensation").
For the period from January 1, 2011 to March 31, 2011, an aggregate of
$12,500 of accrued cash compensation was owed by Iron Eagle to
Xxxxxxxxx as directors fees (the "Xxxxxxxxx Accrued Compensation").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto intending to be bound hereby, it
is mutually agreed as follows:.
Definition. XxXxxxx Accrued Compensation, the Sabio Accrued
Compensation, the X.X. Xxxxxxx Accrued Compensation, the Belle Haven
Accrued Compensation, the Xxxxxx Accrued Compensation, the Xxxxxxxxxx
Accrued Compensation, the Xxxxxxxx Accrued Compensation, and the
Xxxxxxxxx Accrued Compensation aggregating $615,250 is hereinafter
sometimes collectively referred to as the Accrued Compensation."
Waiver and Relinquishment of Accrued Compensation. By their
execution of this Agreement, each of LoCurto, Sabio, X.X. Xxxxxxx, X.X.
Xxxxxxx, Belle Haven, Gamble, Hildebrand, Xxxxxxxx and Xxxxxxxxx do
hereby individually agree to forever waive and relinquish all, and not
less than all, of the Accrued Compensation owed to them by Iron Eagle.
Termination of Employment and Consulting Agreements.
The consulting agreement, dated as of January 1, 2011 between Iron
Eagle and XxXxxxx is hereby terminated ab initio, and is to be replaced
by a separate employment agreement to be effective as of April 1, 2011,
pursuant to which Xx. XxXxxxx shall become Chairman of the Board and
Chief Executive Officer of Iron Eagle.
The employment agreement dated as of January 1, 2011 between Iron Eagle
and Sabio is hereby terminated, ab initio, and is to be replaced by a
separate employment agreement to be effective as of April 1, 2011.
The employment agreement dated as of January 1, 2011 between Iron Eagle
and X.X. Xxxxxxx is hereby terminated, ab initio, and is to be replaced
by a separate employment agreement to be effective as of April 1, 2011.
The consulting agreements between Iron Eagle and each of Xxxxxx and
Xxxxxxxxxx, effective as of August 18, 2010, be and the same hereby are
terminated effective as of March 31, 2011.
The consulting agreement, dated November 15, 2009, by and between Iron
Eagle and Belle Haven shall terminate simultaneous with the
consummation of any sale of securities of Iron Eagle that provide Iron
Eagle with gross proceeds of $10,000,000 or more.
No other Waivers. Except for the waivers of the Accrued Compensation
set forth in Section 2 above, no other accrued compensation, directors
fees or other benefits are being waived by any of the party signatories
hereto.
Conversion of Accrued Liabilities and Obligations. The parties
hereto acknowledge that pursuant to a separate agreement, dated of even
date herewith (the "Conversion Agreement"), each of X.X. Xxxxxxx, X.X.
Xxxxxxx, Belle Haven, Gamble, Hildebrand, Xxxxxxxx and Xxxxxxxxx have
agreed to convert an aggregate of $972,374 of accrued debts,
liabilities and obligations owed by Iron Eagle to such persons into an
aggregate of 1,215,467 shares (the "Conversion Shares") of the common
stock, $0.00001 par value per share ("Common Stock") of Iron Eagle.
General.
Governing Law and Jurisdiction. This Agreement, its construction and
the determination of any rights, duties or remedies of the parties
hereunder, shall be governed by and construed in accordance with the
domestic laws of the State of Delaware without giving effect to any
choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of
Delaware. Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement or any of the
Transaction Documents may be brought against any of the parties in the
courts of the State of New York, and each of the parties consents to
the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in
the preceding sentence may be served on any party anywhere in the
world.
Entire Agreement. This Agreement (including all attachments and any
future amendments thereto) constitutes the parties' entire agreement
and understandings on the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, express or implied, relating to
the subject matter hereof.
Modification & Waiver. This Agreement may not be amended or modified in
any respect except by written agreement duly executed by authorized
officers or representatives of each party. No waiver of any of the
terms and conditions of this Agreement shall be binding or effectual
for any purpose unless in writing and signed by the party against whom
such waiver is sought to be enforced, and any such waiver shall be
effective only in the specific instance and for the specific purpose
given. No failure of delay on the part of either party hereto in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.
Counterparts; Electronic or Facsimile Signatures. This Agreement has
may be executed in multiple counterparts, each of which when duly
executed by the parties shall be deemed an original but all of which
shall constitute one and the same Agreement. Signatures of any one or
more parties that are delivered by electronic mail or facsimile
transmission shall have the same effect as ribbon original signatures.
Binding Effect. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, permitted assignees, heirs and
personal representatives. The rights and obligations provided by this
Agreement shall not be assignable by any Seller without Buyers' prior
written consent. Nothing expressed or referred to in this Agreement is
intended or will be construed to confer upon any person, other than the
parties hereto and their successors, any rights or remedies under or by
reason of this Agreement.
Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed to
have been duly given when received by the addressee by hand delivery,
telecopy, or nationally recognized overnight delivery service, with
written confirmation of receipt, sent in each case to the appropriate
addresses and fax numbers set forth in the signature lines below (or to
such other addresses or fax number as either party may designate from
time to time by written notice to the other).
IN WITNESS WHEREOF, THE PARTIES HAVE READ, DISCUSSED, UNDERSTOOD, AND
AGREED TO THE TERMS HEREOF, AND HAVE EXECUTED THIS AGREEMENT, EFFECTIVE
AS OF THE DATE FIRST ABOVE WRITTEN.
/s/Xxxxxx X. XxXxxxx /s/Xxx X. Xxxxx
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Xxxxxx X. XxXxxxx Xxx X. Xxxxx
/s/Xxxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
BELLE HAVEN PARTNERS LLC
By: /s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxxx Xxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxxxxxxx /s/Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx
/s/Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Iron Eagle Group, Inc.
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Financial Officer
