AGREEMENT, ACKNOWLEDGMENT AND CONSENT
AMHN, Inc. 8-K
Exhibit 10.09
AMHN and the Guarantor hereby (i) acknowledge, agree and reaffirm that (a) the Loan Documents as listed on Schedule 1 attached hereto and made a part hereof, constitute legal, valid and binding obligations of AMHN and the Guarantor, enforceable against each of them in accordance with their terms, (b) AMHN and the Guarantor are liable, without defense, offset or counterclaim of any kind or nature to Seatac in an amount equal to the Debt, and (c) the Debt is secured by a properly perfected first priority security interest in all of the assets of AMHN and the Guarantor, (ii) acknowledge and agree that AMHN and the Guarantor have agreed to exchange the security interest in the Collateral described on Schedule 2 attached hereto and made a part hereof, in full satisfaction of the Debt, and (iii) waive any notice required (or any noncompliance with any notice requirement) under Nevada and Delaware statutes.
Each of AMHN and the Guarantor does hereby release and forever discharge Seatac and (a) all affiliates, subsidiaries (direct and indirect) parent companies (direct and indirect) and controlling persons of Seatac, (b) all present and former officers, directors, stockholders, partners, employees, attorneys, agents and other representatives of Seatac, and each of the persons and entities referenced in clause (a), and (c) all predecessors, successors, successors-in-interest, assigns, heirs, executors, administrators and representatives of Seatac, and the persons and entities referenced in either of clauses (a) or (b), from any and all Claims (as defined below). As used herein, the term "Claims" shall be interpreted in it broadest possible sense and shall mean any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, rights, claims, demands, liabilities, losses, rights to reimbursement, subrogation, indemnification or other payment, costs or expenses, whether in law or in equity, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, and whether representing a past, present or future obligation, that are connected with, arise out of, relate to or are otherwise based as a whole or in part on any acts, omissions, facts, matters, transactions or occurrences prior to the date hereof, directly or indirectly relating to any aspect of any of the dealings or relationships between AMHN or the Guarantor, on the one hand, and Seatac and the other persons or entities listed in clauses (a)-(c) above, on the other hand. Without limiting the generality of the foregoing, the terms "Claims" shall include the Loan Documents. Each of AMHN and the Guarantor further agree not to exercise any right or remedy or take any action whatsoever (whether directly or indirectly, individually or in participation with others) against Seatac, and the other persons or entities listed in clauses (a)-(c) with respect to the Claims.
AMHN and the Guarantor further agree to execute such further documents and perform such further acts as may be reasonably necessary to effect the transfer of Collateral to Seatac, including, without limitation, (a) executed a transfer and assignment of the Spectrum Xxxx in a form reasonably acceptable to Seatac, (b) executing a joint instruction to escrow agent in order to release the Spectrum Health Network, Inc. stock certificate from escrow under the Pledge Agreement and delivering same, duly endorsed for transfer or with a duly executed stock power attached, together with any applicable stamp taxes or transfer fees, and (c) delivering all books and records of Spectrum Health Network, Inc. in the possession of AMHN to Seatac.
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By signing below, Seatac, AMHN and the Guarantor agree to the foregoing and consent to Seatac's acceptance of the Collateral in full satisfaction of the $547,115.30 Debt as described herein.
Dated this 15th day of February, 2011.
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By:
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/s/ Xxxxxx Cambridge
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Xxxxxx Cambridge
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Chief Executive Officer
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SEATAC DIGITAL RESOURCES, INC.
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By:
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/s/ Xxxxx Xxxx
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Xxxxx Xxxx
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President
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GUARANTOR:
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SPECTRUM HEALTH NETWORK, INC.
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By:
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/s/ Xxxx Xxxxx
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Xxxx Xxxxx
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President
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SCHEDULE 1
THE NOTE AND RELATED CHARGES
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Note
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Principal Amount
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Accrued and
Unpaid Interest |
Total Value
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Secured Promissory Note Dated December 16, 2010
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$ | 543,541.39 | $ | 3,573.91 | $ | 547,115.30 | ||||||
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TOTAL
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$ | 543,541.39 | $ | 3,573.91 | $ | 547,115.30 | ||||||
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SCHEDULE 2
THE COLLATERAL
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1.
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All rights, title and interest of AMHN in the 1,000 shares of common stock of Spectrum Health Network, Inc. represented by shares certificate number 3, which is held by Xxxxx & Associates as escrow agent pursuant to the Pledge Agreement.
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2.
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All rights, title and interest of AMHN and Spectrum Health Network, Inc. in the xxxx "Spectrum Health Network, Inc." and the goodwill associated with such xxxx.
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3.
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All books and records of Spectrum Health Network, Inc. held by AMHN.
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