August 22, 2006 Mr. Joseph S. Johnson TRANSMITTED VIA E-MAIL Dear Mr. Johnson:
Exhibit
10.25
August
22, 2006
Xx.
Xxxxxx X. Xxxxxxx
TRANSMITTED
VIA E-MAIL
Dear
Xx.
Xxxxxxx:
This
letter is to confirm an agreement reached between you and SmartVideo™
Technologies, Inc. (“SmartVideo” or “the Company”) with regard to an $80,000
loan which you made to the Company for the funding of Zio Interactive games,
as
well as certain consulting services provided to the Company.
Specifically,
you and the Company have agreed that as full and final payment for the
above-specified items, the Company will issue you 60,000 shares of common stock.
In consideration for the Company’s issuing such stock, you agree as
follows:
|
(1)
|
To
hereby irrevocably release SmartVideo and each of the owners,
stockholders, predecessors, successors, directors, officers, employees,
representatives, attorneys, subsidiaries and affiliates (and agents,
directors, officers, employees, representatives and attorneys of
such
subsidiaries and affiliates) of SmartVideo, and all persons acting
by,
through, under or in concert with them, including without limitation,
Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx
and Xxx
Xxxxxx (collectively the "Releasees"), from any and all charges,
claims,
liabilities, agreements, damages, causes of action, suits, costs,
losses,
debts and expenses (including attorneys' fees and costs actually
incurred)
of any nature whatsoever, know or unknown, including, but not limited
to,
any claim of breach of fiduciary duty, rights arising out of alleged
violations of any contracts, express or implied, any covenant of
good
faith and fair dealing, express or implied, or any tort, or any federal,
state or other governmental statute, regulation or ordinance ("Claim"
or
"Claims"), which you now have, or claim to have, or which you at
any time
hereinafter may have or claim to have, against each or any of the
Releasees occurring up to and including the date on which this agreement
is signed by you.
|
|
(2)
|
Not
to institute or participate in any way in anyone else's actions against
any of the Releasees with respect to any Claim released herein, except
as
required by any subpoena, court order, or other compulsory process.
|
This
agreement sets forth the complete and exclusive statement of the terms of the
agreement between you and SmartVideo and fully supersedes any and all prior
agreements or understandings between us pertaining to the subject matter hereof.
This agreement shall be governed by and construed in accordance with the laws
of
the State of Georgia, without giving effect to any principles of conflicts
of
laws, and may be specifically enforced, and injunctive relief may be granted
to
prevent a breach of the agreement since there is no adequate remedy at law.
The
prevailing party in any proceeding brought to obtain specific performance or
injunctive relief pursuant to this agreement shall be entitled to an award
of
its reasonable costs and expenses, including, without limitation, attorneys'
fees.
EACH
OF
THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS PARTICIPATED
IN THE NEGOTIATION OF AND CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF
THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, AND THAT SUCH PARTY EXECUTED THIS
AGREEMENT AS SUCH PARTY'S OWN FREE ACT AND DEED.
Executed
this 22nd day of August, 2006 by and between:
SmartVideo™
Technologies, Inc.
By:
/s/ Xxxxx
Xxxx
Its:
President
/s/
Xxxxxx X.
Xxxxxxx
Xxxxxx
X.
Xxxxxxx
