AGREEMENT OF SETTLEMENT AND RELEASE
THIS AGREEMENT OF SETTLEMENT AND RELEASE ("Agreement") is entered into
by and among CELEXX CORPORATION ("Celexx"), X-XXXX.XXX, INC. ("Epawn"), Vanguard
Communications ("Vanguard"), Xxxxx Xxxxxxxx ("Greyling") and Xxxx Xxxxx
("Xxxxx") (collectively the "Parties" and each individually referred to as a
"Party") with reference to the following facts:
R E C I T A L S:
A. Pursuant to the terms of an agreement between Celexx and Epawn,
the parties may have been obligated to exchange shares of their
respective stock and perform other terms and conditions. A copy
of said agreement and its amendments is attached hereto as
Exhibit "A".
B. Pursuant to the terms of an agreement between Celexx and
Vanguard, the parties may have been entitled to the performance
of additional services and the payment for said services. A copy
of the agreement is attached hereto as Exhibit "B".
C. Disputes have arisen between Epawn, Vanguard, Celexx, Greyling
and Xxxxx concerning the above agreements and other things.
D. The parties hereto now desire to reach a complete, final and
binding settlement of all of the disputes between and among them,
concerning or arising out of any of the above-mentioned
agreements or any other oral or written agreements or other
rights, actions, judgment or other dealings between and among
them.
NOW, THEREFORE, in consideration of the mutual terms and conditions
herein, the parties agree as follows:
1. Payment. With respect to all damages and costs incurred by any of
the parties hereto as a result of any alleged breach of any agreement or other
right or cause arising prior to the date hereof, including without limitation
the performance of the above referenced agreements, Epawn shall pay to Vanguard
the $12,000.00 which Epawn acknowledges Epawn owes Celexx for the delivery to
Epawn of the equipment set forth on Exhibit "C" attached hereto such sum being
assigned by Celexx to Vanguard and Celexx shall cause to be delivered to
Vanguard 250,000 shares of unregistered Common Stock of Celexx. In addition,
Epawn shall deliver to Celexx 5,250,000 shares of its unregistered Common Stock
and Celexx shall deliver 2,000,000 of its unregistered Common Stock to Epawn and
Celexx shall forgive the loan to Epawn in the amount of $500,000.00. Epawn shall
return the Equipment set forth on Exhibit "C" to Celexx. Celexx shall deliver to
Greyling 1,000,000 shares of common stock of Epawn held by it and a warrant to
purchase 250,000 shares of common stock of Celexx granting him the right to
purchase the shares at $2.50 per share until October 20, 2003. The above
payments, releases and deliveries of securities shall be collectively referred
to herein as a "Settlement Payment". The Settlement Payment shall be made by
each Party within ten (10) days of the date of this Agreement.
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2. Mutual Release. Except for the performance of the covenants of this
Agreement, Celexx, Epawn, Vanguard, Greyling and Xxxxx, each hereby releases the
other named party, and each of their respective officers, directors, employees,
agents, partners, attorneys, parent and subsidiary corporations and predecessors
in interest from any and all rights, interests, claims, demands, causes of
action, indebtedness, damages, consequential damages, personal injury,
liabilities and obligations of every kind and nature, known and unknown,
suspected and unsuspected, fixed or contingent, which any Party now owns or
holds or has at any time up to the date of this agreement and release owned or
held against a Party arising out of or in any way relating to any of the above
referenced agreements or any other matter, including without limitation (a) any
and all claims, rights, interests, demands, causes of action, indebtedness,
liabilities and obligations; (b) costs of any litigation and attorney's fees
incurred by a Party therein; (c) costs and damages, including but not limited to
incidental and consequential damages, incurred due to the existence of any
performance or failure to perform any agreement of a Party; (d) interest on any
of the above; (e) punitive damages, if any; and (f) any other expenses and
liabilities. Each Party represents and warrants that it has not assigned any
cause of action described herein to any other person or entity and each party
has full authority to make this Release.
3. Confidentiality. Except for the press release set forth below, no
Party shall disclose to or discuss with anyone either (a) the existence, nature
or terms of this Agreement, (b) any other fact or matter related to or
concerning the matters described herein. Each Party acknowledges that the
restrictions contained in this paragraph are reasonable and necessary to protect
the legitimate interests of the Parties. Each Party understands that any
violation of such restrictions will cause irreparable injury within a short
period of time, and agrees that any other Party shall be entitled to preliminary
injunctive relief and other injunctive relief against such violation. Such
injunctive relief shall be in addition to, and in no way a limitation of, any
and all other remedies available at law and in equity.
4. No Admission of Liability. This Agreement is the result of a
compromise and shall never at any time for any purpose be considered as an
admission as to the fact or amount of any liability or responsibility on the
part of any of the parties.
5. Entire Agreement; Modification. This Agreement constitutes and
contains the entire agreement of the parties, and supersedes any and all prior
negotiations, correspondence, understandings and agreements between the parties
respecting the subject matter hereof and any such agreements are merged into
this Agreement. This agreement may be amended only by a written instrument
signed by each of the parties.
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6. Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of, and shall be binding upon, the successors and assigns of the
parties hereto.
7. Counterparts. This Agreement may be executed in any number of
counterparts. Upon execution of any two counterparts of this Agreement by any
two parties hereto, this Agreement shall be valid and binding between such two
parties without regard to whether the third party hereto also executes a
counterpart hereof. Upon subsequent execution of a counterpart hereof by such
third party, this Agreement shall be valid and binding between all parties
hereto.
8. Attorneys' Fees. In the event of any controversy, claim, dispute or
litigation relating to this Agreement or its breach, the prevailing party shall
be entitled to recover from the losing party its expenses and court costs,
including but not limited to attorneys' fees, and including costs of appeal, in
such amount as the court determines is reasonable.
9. Governing Law. This Agreement shall be governed in all respects
by the internal laws of the State of Florida. The Parties agree that the remedy
of specific performance is an appropriate remedy under which any Party hereto
may seek relief in the form of an order compelling the performance of any
obligation created herein.
10. Non-disparagement. The Parties hereto agree to keep all details of
their relationship confidential, including, but not limited to the terms and
conditions of this Agreement, other than as required under applicable disclosure
requirements with any governmental regulatory authority or exchange or any
securities industry self-regulatory body and in a press release and SEC filings
that shall confirm that the prior agreements and negotiations have been
rescinded and all matters settled. The Parties expressly agree and covenant to
each other that no Party shall make any statements or pronouncements that
disparage the character or question the integrity of any other Party to this
Agreement, in any forum, including without limitation the financial press or in
oral or written communications or conversations with any third party or
shareholder after the execution of this Agreement by all Parties. The Parties
hereto hereby agree to give no further information to the public and that, save
as required by law or regulatory authority, a "no comment" response be given to
any third parties if further questioned about the matters contemplated by this
Agreement.
11. Press Release. Celexx and Epawn shall consult with the other with
regard to the language of any press release prior to the other issuing such a
release.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
dates set forth below.
Dated: October 20, 2000 CELEXX
Attest: ______________________ By: _______________________
Secretary President
Dated: October 20, 2000 EPAWN
Attest: ______________________ By: _______________________
Secretary President
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