RELEASE AGREEMENT
This Agreement made as of the 12th day of November, 2002.
AMONG:
KAF NETWORKS LLC, a corporation incorporated pursuant to the laws of the
State of Florida ("KAF")
- and -
XXXXX XXXXXX, of the City of Burlington, in the Province of Ontario
("Xxxxxx")
- and -
XXXXXX X. XXXXXXX, of the City of Burlington, in the Province of Ontario
("Giblett")
- and -
THE GIBLETT FAMILY TRUST, a trust established pursuant to the laws of the
Province of Ontario (the "Giblett Trust")
- and -
DAT FAMILY ENTERPRISES INC., a corporation incorporated pursuant to the
laws of the Province of Ontario ("DAT")
- and -
PJMC FAMILY ENTERPRISES INC., a corporation incorporated pursuant to the
laws of the Province of Ontario ("PJMC")
- and -
XXXX XXXXXX, of the City of Burlington, in the Province of Ontario
("Xxxxxx")
- and -
1002390 ONTARIO INC., a corporation incorporated pursuant to the laws of
the Province of Ontario (the "Corporation")
- and -
XXXXXXXX.XXX,INC., a Delaware corporation (the "Globe")
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WHEREAS:
1. The Corporation was incorporated by Articles of Incorporation effective
September 25th, 1992 which Articles of Incorporation remain unamended;
2. Giblett was elected a director of the Corporation on September 25th, 1992
and is the sole director as of the date of this Agreement;
3. Giblett became an officer holding the office of President on September
25th, 1992 and has held that office since that date other than for a short
period during 1993;
4. Giblett and the Giblett Trust are the sole shareholders of the Corporation.
5. The Corporation is authorized to issue an unlimited number of Class A,
Class B, Class C and Class D shares;
6. In or about January, 0000, XXX, Xxxxxxx, Xxxxxx, DAT, PJMC, the Giblett
Trust and the Corporation entered into discussions whereby DAT, PJMC and
Xxxxxx would each become shareholders of the Corporation and in fact a
Shareholders Agreement dated January 22nd, 2002 (the "Shareholders
Agreement") was executed by each of KAF, Giblett, DAT, PJMC, the Giblett
Trust and the Corporation in anticipation of such an event;
7. Xxxxxx was named as a party to the Shareholders Agreement; however, he did
not execute the Shareholders Agreement;
8. Although the Shareholders Agreement was executed as stated above, the
parties thereto took no steps to further or enforce the Shareholders
Agreement in any way and none of the shares which were contemplated by the
Shareholders Agreement to be issued were in fact issued;
9. At no time have any of the parties to the Shareholders Agreement save and
except Giblett and the Giblett Trust been involved in the business of the
Corporation nor have any parties in any way exercised any rights of a
shareholder save and except Giblett and the Giblett Trust;
10. The parties hereto agree that the Shareholders Agreement is null and void
and of no force and effect and they wish to confirm the same in this
Agreement;
11. Xxxxxx and Giblett have from time to time had further discussions in
connection with Xxxxxx becoming a shareholder, director and officer of the
Corporation; however, although various documentation was prepared and in
some cases executed in contemplation of Xxxxxx becoming a shareholder,
director and/or officer, such transactions were never completed and any
documentation indicating otherwise was anticipatory and was to be held in
escrow until such time as negotiations between Xxxxxx and Giblett were
finalized;
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12. At no time was Xxxxxx ever appointed as a director and/or officer of the
Corporation;
13. Prior to, during and following all of the aforesaid negotiations, Xxxxxx
created certain technology which is hereinafter referred to as the
"internet telephony technology" which enables telephone calls to be made on
a data network between "traditional" telephones and computer networks
through a series of computer switches;
14. Xxxxxx no longer carries on business with Giblett or the Corporation in any
manner;
15. Xxxxxx and the Corporation each claim ownership to the internet telephony
technology;
16. Xxxxxx wishes to transfer the internet telephony technology to the Globe,
an unrelated third party ("Purchaser");
17. Prior to purchasing the internet telephony technology the Purchaser
requires written confirmation from the Corporation and any other relevant
party that neither the Corporation nor any other party claims any interest
in the internet telephony technology;
18. The parties are prepared to release any interest they may have in the
internet telephony technology notwithstanding any dispute as to ownership;
19. The purpose of this Agreement is firstly to clarify for all intents and
purposes the actual shareholders of the Corporation as well as the existing
officers and directors and, secondly, to release any interest which the
Corporation or any of the individual parties hereto may have or may purport
to have in the internet telephony technology.
NOW THEREFORE in consideration in payment of the sum of TEN ($10.00) DOLLARS and
other good and valuable consideration (the receipt and sufficiency of which is
hereby duly acknowledged) the parties hereby agree as follows:
1. The above recitals are true and accurate and form part of this Agreement.
2. NO SHAREHOLDERS AGREEMENT - The Shareholders Agreement is null and void and
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of no force and effect.
3. SOLE SHAREHOLDER - The only shareholders of the Corporation are Xxxxxx
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Giblett and the Giblett Family Trust.
4. SOLE DIRECTOR - The sole director of the Corporation is Xxxxxx Xxxxxxx.
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5. SOLE OFFICER - The sole officer of the Corporation is Xxxxxx Xxxxxxx.
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6. RELEASE OF XXXXXX - The Corporation and each of the undersigned (except for
-----------------
the Globe) hereby release, remise and forever discharge Xxxxxx, his heirs,
executors, successors and assigns of and from all manner of actions, causes
of actions, suits, debts, dues, accounts, bonds, covenants, contracts,
claims and demands whatsoever which against Xxxxxx, the Corporation and /or
the others now have, ever had or hereinafter can, shall or may have for or
by reason of any cause, matter or thing whatsoever relating to or arising
from the internet telephony technology including any moral, proprietary,
equitable or any other right whatsoever therein.
7. RELEASE OF THE GLOBE - The Corporation, Giblett, the Giblett Trust, DAT,
-----------------------
PJMC and Xxxxxx hereby release, remise and forever discharge the Globe, its
officers, directors, agents, affiliates, successors and assigns of and from
all manner of actions, causes of actions, suits, debts, dues, accounts,
bonds, covenants, contracts, claims and demands whatsoever which against
the Globe, the Corporation and/or Giblett, the Giblett Trust, DAT, PJMC and
Xxxxxx now have, ever had or hereinafter can, shall or may have for or by
reason of any cause, matter or thing whatsoever relating to or arising from
the internet telephony technology including any moral, proprietary,
equitable or any other right whatsoever therein.
8. RELEASE OF ANY CLAIM TO INTERNET TELEPHONY TECHNOLOGY - The Corporation and
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each of the undersigned hereby acknowledge, confirm and warrant that the
Corporation has no further interest, claim, title, ownership or any other
right or claim in or to the internet telephony technology and, further,
that Xxxxxx has the full power and authority to transfer and assign the
internet telephony technology to the Purchaser.
9. MUTUAL RELEASE - Further, the parties hereto (except for the Globe) hereby
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release, remise and forever discharge each other, their heirs, executors,
administrators, successors and assigns of and from all manner of actions,
causes of actions, suits, debts, dues, accounts, bonds, covenants,
contracts, claims and demands whatsoever which against the others each may
have, ever had or hereinafter can, shall or may have for or by reason of
any cause, matter or thing whatsoever relating to and arising from the
business of the Corporation including any interest in the equity, assets or
liabilities of the Corporation.
10. NO CONTRIBUTION OR INDEMNITY - Each of the parties (except for the Globe)
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agrees not to make any claim or take any proceedings against any other
person or corporation who might claim contribution or indemnity from the
parties with respect to any matters which may have arisen between the
parties with respect to the Corporation up to the present time.
11. GOVERNING LAW - This Agreement shall be governed in accordance with the
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laws of the Province of Ontario and the laws of Canada applicable therein.
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12. COUNTERPARTS - This Agreement may be signed in counterparts with the same
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result as if all parties had each executed a principal copy.
13. FURTHER ASSURANCES - The parties hereto agree to execute and deliver such
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further and other documents and perform and cause to be performed such
further and other acts and things as may be necessary or desirable in order
to give full effect to this Agreement and every part thereof.
14. BINDING ON SUCCESSORS - The provisions of this Agreement shall enure to the
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benefit of and be binding upon the parties and their respective heirs,
successors, executors, administrators and assigns.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date first above written.
KAF NETWORKS LLC.
PER: ______________________________
"I have authority to bind the Corporation"
___________________________________
XXXXX XXXXXX
___________________________________
XXXXXX X. XXXXXXX
THE GIBLETT FAMILY TRUST
PER:_______________________________
"I have authority to bind the Trust"
DAT FAMILY ENTERPRISES INC.
PER:_______________________________
"I have authority to bind the Corporation"
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PJMC FAMILY ENTERPRISES INC.
PER:_______________________________
"I have authority to bind the Corporation"
____________________________________
XXXX XXXXXX
1002390 ONTARIO INC.
PER: _______________________________
"I have authority to bind the Corporation"
XXXXXXXX.XXX,INC.
PER: _______________________________
"I have authority to bind the Corporation"
