AGREEMENT
Exhibit 10.1
1.
This agreement is entered by and between CoConnect through a majority of its board, directors, (Xxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxxx) and Xxxxx Xxxxx.
2.
CoConnect requires an infusion of capital to clean up its corporate structure. Xxxxxxx Xxxxxxxx agrees to provide $25,000.00 within 3 days of the execution of this agreement for the purpose of:
a. Paying the accountant for the company for past unpaid services;
b. Paying the accountant for the company to complete the financial statements needed for the Company to file timely its required quarterly statements, most notably the quarterly statements due on April 2, 2007;
c. Paying the unpaid wage claims of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxx Xxxxxx (a portion of such wage claims have been resolved with the claimants accepting stock in lieu of cash); and
d. Paying such other expenses of the Company as the Board of Directors authorizes.
There shall be no reimbursements to any party for expenses advanced on behalf of the Company from the $50,000 advance.
3.
Xxxxx Xxxxx shall advance up to $25,000.00 once the funds from Xxxxxxxx have been exhausted.
4.
Xxxxxxx Xxxxxxxx shall pay the $25,000.00 from his own checking account and shall provide an accounting of the specific expenses paid. At the time that the $25,000.00 from Xxxxxxx Xxxxxxxx is exhausted, then Xxxxx Xxxxx shall pay up to $25,000.00 for the Company as specifically authorized by the Board of Directors. All payments shall be made within three calendar days of request for payment by the Board of' Directors.
5.
Within 180 days from the date of this agreement, the company will either be acquired or additional investors will be obtained for a merger as acceptable to a majority of the board of directors.
Upon either a merger or acquisition, the first funds received by the Company will be utilized to repay the $25,000.00 advance of Xxxxxxxx, together with 10% and the total amount of money advanced by Black, together with 10%, as agreed in this document.
6.
At the time of either a merger or acquisition and subsequent to the repayment or the advances from Xxxxxxxx and Black, Black will receive $55,000.00 in cash for services previously rendered to CoConnect based upon receipt of a detailed itemized statement from Black verifying the time, expense, hours and work performed by Black for CoConnect. Upon receipt of such funds, Xxxxx Xxxxx will return the 5.5 million shares which he has held as security to CoConnect.
7.
After the repayment of the advances and the $55,000 to Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx will be paid all cash he has advanced the company subject to agreement by a majority of the Board of Directors. Such repayment of expenses include:
a. $50,000.00 paid to CoConnect, Inc. by Xxxxxxxx in the fall of 2005 for which Xxxxxxxx received a promissory note of repayment from the company. Xxxxxxxx will forgive interest owed.
b. $100,000.00 ratified by the Board of Directors in consideration for services rendered to the company in 2006. Upon receipt of said payment, Xxxxxxx Xxxxxxxx will return the 10 million shares which were issued to him in lieu of a cash payment.
c. $3153.90 Paid to Action Stock Transfer to settle CoConnect's outstanding balance owed to the transfer agent.
d. $21,388.48 for CoConnect, Inc. office rental at 0000 Xxxxx Xxxx, Xxxxx 000 Xxxxx, Xxxx 00000 in the amount of $2673.56 per month from July 15, 2006 through March 15, 2007.
8.
Xxxxx Xxxxx will also be reimbursed for the time which he spends in working towards a consummation of either a sale or merger with another entity, drafting, negotiations, and any matter pertaining to the implementation of this agreement at his usual hourly rate of $250.00 per hour,
9.
Thereafter, Xxxxxx Xxxxxx, attorney, will receive a cash amount to be determined and stock in the new entity to compensate him for his past services. The parties do not agree as to the amount of Xxxxxx'x xxxx, however, they agree to negotiate in good faith with Xxxxxx to resolve the issue.
10.
The Board of Directors agrees to conduct a meeting to approve the terms and conditions contained herein and this Agreement shall become binding upon the company after a majority vote of the Board.
11.
The Parties agree that the intent of this agreement is to facilitate the best interest of the company and its shareholders that no part of the agreement shall be enforceable or authorized to the extent it is in violation of state or federal securities laws and/or regulations.
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12.
In the event that there is not a acquisition or merger acceptable to a majority of the board of directors within 180 days of this Agreement, Xxxxxxxx and Black shall each be awarded immediately 50% of the remaining authorized and un-issued shares post reverse and Black will convey to Xxxxxxxx ½ of all shares in his name the intent of is that Xxxxxxxx and Black will have equal number of shares. In the event Black and Xxxxxxxx receive said shares pursuant to this paragraph, the company may repurchase said shares for a period of 90 days by paying Xxxxxxxx $25,000.00 plus 10%, Black $25,000.00 plus 10% and those amounts due as set forth above.
13.
The parties also agree that the agreement may be signed, in counterpart and that a facsimile may be considered original.
14.
Upon completion of the obligations and agreements set forth herein, each of the parties hereto, hereby releases same from any claims which each may have against each other, whether known or unknown as of March 23, 2007.
/s/ Xxxxxxx Xxxxxxxx
XXXXXXX XXXXXXXX
/s/ Xxxxx X Xxxxx
XXXXX X. BLACK
/s/ Xxxx Xxxxxx
XXXX XXXXXX
Secretary, Member of the Board
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX
Chairman of the Board
/s/ Xxxxxxx Xxxxxxxx
XXXXXXX XXXXXXXX
President, C.E.O. and Member of the Board
____________________________
CoConnect by XXXXXX XXXXX representing a
majority of the Board of Directors
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