SETTLEMENT AGREEMENT
Exhibit
10.3
This
SETTLEMENT AGREEMENT is entered into as of November 12, 2007 by and between
M.
XXXXX XXXX (the “Holder”) and PLANETLINK COMMUNICATIONS, INC., a Georgia
corporation (the “Company”).
WHEREAS,
each Member is the owner of record of 500,000 shares of PlanetLink
Communications, Inc. Series A Preferred Stock (the “Preferred Shares”);
and
WHEREAS,
the Company and the Holder has determined that it would be in their mutual
best
interests to adjust the scope of the rights associated with the Preferred Shares
in exchange for certain value to the capital stock of the Company as a result
of
the acquisition of DnC Multimedia, Inc. (“DnC”) by the Company or one of its
subsidiaries.
NOW,
THEREFORE, in consideration of the mutual covenants and premises contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby conclusively acknowledged, the parties hereto, intending
to
be legally bound, agree as follows:
1. Conversion
of Preferred Shares to Common Stock. Notwithstanding the conversion and
anti-dilution rights associated with the Preferred Shares, it is hereby agreed
that the conversion rights and anti-dilution rights associated with the Holder’s
Preferred Shares of stock shall be limited to a maximum of 2.5% of the total
outstanding shares of the Company’s fully diluted common stock at that time,
regardless of any reverse splits of the Company’s common stock prior to
conversion of the Preferred Shares to common stock. The Holder’s Preferred
Shares shall be converted to common stock within 30 (thirty) days of the
execution of this Agreement.
2. Voting
Rights. Upon the closing of the Company or one of its subsidiaries acquiring
DnC, the voting preference associated with the Preferred Shares shall be
terminated.
3. Other
Considerations. In the event that the acquisition of DnC by the
Company does not occur within sixty days of this agreement, all limitations
on
voting rights and conversion percentages shall be null and void.
4. Notices. All
notices, requests, demands, and other communications hereunder shall be in
writing and delivered personally or sent by registered or certified United
States mail, return receipt requested with postage prepaid, by facsimile, or
by
e-mail, if to Holder, addressed to Mr. M. Xxxxx Xxxx, at 00000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000; if to the Company, addressed to Planetlink
Communications, Inc., attn: Mr. Xxxxxx Xxxx, at 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxx Xxxx,
XX 00000, telephone (000) 000-0000. Any party hereto may change its
address upon 10 days’ written notice to any other party hereto.
5. Benefit. All
the terms and provisions of this Agreement shall be binding upon and inure
to
the benefit of and be enforceable by the parties hereto, and their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns.
6. Construction. Words
of any gender used in this Agreement shall be held and construed to include
any
other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
7. Multiple
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8. Entire
Agreement. This Settlement Agreement contains the entire
understanding of the parties with respect to the subject matter hereof, and
may
not be changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, modification, extension, or
discharge is sought.
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IN
WITNESS WHEREOF, each party has executed this Agreement by their signature
below.
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M.
Xxxxx Xxxx
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PLANETLINK
COMMUNICATIONS, INC.
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By
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Xxxxxx
Xxxx, Chief Executive Officer
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