RELEASE AND SETTLEMENT AGREEMENT
This
Release and Settlement Agreement ("Settlement Agreement") is dated this 19th day of
November, 2008 by and between Playbox (US) Inc., a Nevada corporation (“PYBX”)
and Debondo Capital Ltd., a UK corporation (“DBC”).
WHEREAS,
PYBX has proposed to pay to DBC, in lieu of cash, restricted shares (the
“Shares”), in the amount set forth below, of the common stock of PYBX in full
satisfaction and discharge of the debt (the “Debt”) due and owing to DBC by
PYBX, and DBC has agreed to accept the Shares in lieu of cash for settlement of
the Debt pursuant to the terms and conditions set forth herein; and
WHEREAS,
the parties hereto desire to resolve all obligations due and owing presently by
PYBX to DBC prior to the date of this Settlement Agreement.
NOW, THEREFORE, in
consideration of the promises and conditions set forth herein, the sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Release
of PYBX by DBC. In exchange for, (i)
payment to DBC by PYBX of 5,623,006 restricted shares (collectively, the
“Shares” as indicated above) of the Company, pursuant to Regulation S of the
Securities Act of 1933 (the “Act”), with the Shares being valued at $0.04 each,
representing a twenty percent (20%) discount off the closing price of PYBX’s
common stock on November 17, 2008, for a total amount of USD$224,920.24, which
represents an amount equal to the Loan, the receipt of which is acknowledged by
affixing DBC’s signature herein. DBC hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges PYBX and its subsidiaries and
affiliates and each of their current or former officers, directors,
stockholders, attorneys, agents, or employees (collectively, the "PYBX Released
Parties") from any and all claims, charges, complaints, demands, actions, causes
of action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including attorneys' fees and
costs), of every kind and nature, known or unknown, which he ever had or now has
against the PYBX Released Parties including, but not limited to, all claims
arising out of DBC's business dealings, all common law claims including, but not
limited to, actions in tort, defamation, breach of contract and any claims under
any other federal, state or local statutes or ordinances not expressly
referenced above.
2. Release
of DBC by PYBX. In exchange for DBC's
forbearance of asserting certain claims against PYBX, PYBX hereby fully,
forever, irrevocably and unconditionally releases, remises and discharges DBC
from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including attorneys' fees and
costs) of every kind and nature, known or unknown, which PYBX has against DBC
including all common law claims including, but not limited to, actions in tort,
defamation, and breach of contract and any claims under any other federal, state
or local statutes or ordinances.
3. Confidentiality. The
parties hereto understand and agree that the terms and contents of this
Agreement, and the contents of the negotiations and discussions resulting in
this Agreement, shall be maintained as confidential, and none of the above shall
be disclosed except to the extent required by federal or state law.
4. Amendment. This
Agreement shall be binding upon the parties and may not be modified in any
manner, except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties
hereto. This agreement is binding upon and shall inure to the benefit
of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.
5. Entire
Agreement and Applicable Law. This Agreement contains and
constitutes the entire understanding and agreement between the parties hereto
with respect to the settlement of claims the parties have against each
other. This Agreement cancels all previous oral and written
negotiations, agreements, commitments, and writings in connection
therewith. This Agreement shall be governed by the laws of the
province of British Columbia to the extent not preempted by provincial
law.
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6.
Acknowledgments
and Assent. DBC acknowledges that it
has been given at least twenty-one (21) days to consider this Settlement
Agreement and that it was advised to consult with an attorney prior to signing
this Settlement Agreement and has in fact consulted with counsel of his own
choosing prior to executing this Settlement Agreement. DBC agrees
that it has read this Settlement Agreement and understands the content herein,
and freely and voluntarily assents to all of the terms herein.
7.
Severability. The provisions of
this Settlement Agreement shall be severable, so that the unenforceability,
validity or legality of any one provision shall not affect the enforceability,
validity or legality of the remaining provisions hereof.
8.
Joint
Drafting. This Settlement
Agreement shall be deemed to have been drafted jointly by the Parties hereto,
and no inference or interpretation against any one party shall be made solely by
virtue of such party allegedly having been the draftsperson of this Settlement
Agreement.
9.
Denial of
Liability. PYBX
and DBC each understand and agree that this Settlement Agreement shall not be
construed as an admission of liability on the part of any person, firm,
corporation, or other entity released, liability being expressly
denied.
10. Nonreliance. The undersigned
Parties agree that they expressly assume all risk that the facts or law may be,
or become, different that the facts or law as presently believed by
them. PYBX and DBC have each conducted extensive, sufficient and
appropriate due diligence with respect to the facts and circumstances
surrounding and related to this Settlement Agreement. PYBX and DBC
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other party, in any way relating to the subject matter of this Settlement
Agreement.
11. Covenant
Not to Xxx. PYBX and DBC each covenant with the other never to
institute or participate in any administrative proceeding, suit or action, at
law or in equity, against each other by reason of any claim released in this
Settlement Agreement.
12. Piggy-Back
Registration Rights. If at any time subsequent to the execution of this
Agreement, the Company shall determine to prepare and file with the Securities
and Exchange Commission a registration statement relating to an offering for its
own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall include in such registration statement all
or any part of such Securities described herein that are being issued to DBC
under this Settlement Agreement, although the Company shall not be required to
register any Securities that are being issued to DBC under this Settlement
Agreement that are eligible for resale pursuant to Rule 144(k) promulgated under
the Securities Act.
13. Counterparts. This
Agreement may be executed in any one or more counterparts, all of which taken
together shall constitute one instrument.
14. Facsimile
Signature. It is expressly agreed to that the parties may
execute this Agreement via facsimile signature and such facsimile signature
pages shall be treated as the originals for all purposes.
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IN
WITNESS WHEREOF, the parties hereto have executed this Release and Settlement
Agreement as of the date set forth above.
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/s/
Xxxxxx Xxxx
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Xxxxxx
Xxxx, President
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Debondo
Capital Ltd.
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/s/
Xxxxx Xxxx
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Xxxxx
XxXx, Authorized Signatory
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