THIS SETTLEMENT AND RELEASE dated effective the 8th day of December, 2006 by:
THIS
SETTLEMENT AND RELEASE dated
effective the 8th
day of
December, 2006 by:
New
World Entertainment Corp.,
a
company incorporated under the laws of the State of Nevada and having an
address
for the purposes of this Agreement at 510 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(“New
World”)
AND:
Global
Developments Inc.,
a
company incorporated under the laws of the State of Delaware and having an
address for the purposes of this Agreement at 510 - 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(“Global”)
AND:
555
Holdings LLC.,
a
company incorporated under the laws of the State of Nevada and having an
address
for the purposes of this Agreement at 510 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(“555”)
AND:
Liverpoole,
Inc.,
a
company incorporated under the laws of Antigua, and having an address for
the
purposes of this Agreement at Xxxxx 000 - 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx
(“Liverpoole")
AND:
World
Mobile Network Corp,
a
company incorporated under the laws of Nevada, and having an address for
the
purposes of this Agreement at Xxxxx 000 - 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx
(“WMN")
WHEREAS:
| A. |
Pursuant
to transactions and understandings made prior to the date hereof,
New
World is indebted to Global and 555 in the aggregate amount of USD$3.25
million (the “Debt”) of which an amount of USD$2.585 was used by
Liverpoole, Inc. a Nevis company to acquire certain assets in May
through
August 2006;
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| B. |
Global,
555, New World and WMN have agreed to release New World at no cost
to New
World, and New World has agreed to release Liverpoole from its obligations
under a Share Exchange Agreement dated May 12th,
2006 (the “Share Exchange Agreement”),
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all
on
the terms and conditions set out herein,
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
of the parties herein contained and for other valuable consideration, the
receipt and sufficiency of which is acknowledged by each party to the other
parties, the parties agree as follows:
1. Global
and 555 hereby irrevocably each release New World from its obligation to
repay
the Debt to Global and 555, and each further release Liverpoole from any
and all
obligation in respect thereof, including any right now or in the future to
demand repayment of the Debt from Liverpoole.
2. New
World
hereby releases Liverpoole from any and all obligation in respect of the
Debt,
including any right now or in the future to demand an exchange of shares
from
Liverpoole pursuant to the Share Exchange Agreement.
3. Liverpoole
hereby releases New World from any and all obligation in respect thereof,
including any right now or in the future to demand an exchange of shares
from
New World pursuant to the Share Exchange Agreement.
4. WMN
hereby releases New World from any and all obligation in respect thereof,
including any right now or in the future to demand an exchange of shares
from
New World pursuant to the Share Exchange Agreement.
5. Each
party represents, warrants and covenants to the other party that it has obtained
all requisite independent legal advice, corporate and other approvals or
consents necessary for that party to enter into this Agreement and to perform
each and every covenant of it contained herein.
6. Each
party agrees to do such things and execute such documents as may be reasonably
required to give full effect to the transaction contemplated by this
Agreement.
7. This
Agreement shall be governed by the laws of the Province of British
Columbia.
2
8. This
Agreement may be executed in counterparts and by the parties hereto on separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Further, this Agreement
constitutes the entire agreement of the parties with respect to the matters
set
out herein.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of and with
effect
from the date first above written.
IN
WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as
of the Effective Date first above written.
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SIGNED,
SEALED AND DELIVERED BY
____________________________________
Authorized
Signatory
Name
of Signatory: __________________________
Title
of Signatory: ___________________________
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SIGNED,
SEALED AND DELIVERED BY
GLOBAL
DEVELOPMENTS INC. per:
____________________________________
Authorized
Signatory
Name
of Signatory: ___________________________
Title
of Signatory: ____________________________
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SIGNED,
SEALED AND DELIVERED BY
555
HOLDINGS LLC per:
____________________________________
Authorized
Signatory
Name
of Signatory: __________________________
Title
of Signatory: ___________________________
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3
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SIGNED,
SEALED AND DELIVERED BY
LIVERPOOLE
INC. per:
____________________________________
Authorized
Signatory
Name
of Signatory: __________________________
Title
of Signatory: ___________________________
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SIGNED,
SEALED AND DELIVERED BY
WORLD
MOBILE NETWORK CORP. per:
____________________________________
Authorized
Signatory
Name
of Signatory: __________________________
Title
of Signatory: ___________________________
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