AGREEMENT AND RELEASE
This
Agreement and Release (“Agreement”) is entered into as of February 5, 2008, by
and between Prevention Xxxxxxxxx.xxx, Inc., a Nevada corporation located at 0000
Xx. Xxxxxxxx Xxxx., Xxx Xxxxx, XX 00000 (the "Company"); Xxxxx Xxxxxxxxx, an
individual with an address at 0000 Xx. Xxxxxxxx Xxxx., Xxx Xxxxx, XX 00000
(“Xxxxxxxxx”); and Paragon Capital LP, a Delaware limited partnership located at
000 Xxxx 00xx Xxxxxx,
00xx
Xxxxx, Xxx Xxxx, XX 00000 (“Paragon”).
WHEREAS,
the Company and Paragon have entered into that certain Stock Purchase Agreement
effective December 31, 2007 (“SPA”) whereby Paragon purchased a majority of the
issued and outstanding shares of the Company.
WHEREAS,
Schedule A to the SPA is between Xxxxxxxxx, the Company and Paragon and states
that the Company will pay Xxxxxxxxx $200,000 after payment in full of
all of the Company’s liabilities, debts, payables and any other amounts owed
relating to the business as of December 31, 2007 (collectively, the
“Liabilities”).
WHEREAS,
Such payment of $200,000 and the spin-off of the shares of the Company’s
subsidiary, Quick Pay, Inc. to Xxxxxxxxx shall be in consideration for
satisfaction of all the issued and outstanding shares of preferred stock,
warrants and notes held by Xxxxxxxxx.
WHEREAS,
the Company will spin-off all the issued and outstanding shares of the Company’s
subsidiary, Quick Pay, Inc.
WHEREAS,
this Agreement is for the purpose of Xxxxxxxxx confirming payment of all
Liabilities, releasing the Company and Paragon from the Liabilities and
indemnifying the Company and Paragon from any actions related to the Liabilities
and the spin-off of Quick Pay, Inc.
NOW, THEREFORE, in
consideration of the promises, covenants and releases set forth below, the
parties do hereby promise, covenant and agree as follows:
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1. Liabilities. Xxxxxxxxx
has provided Paragon with a list of the Liabilities. Attached hereto and made a
part hereof as Schedule 1, is the list of Liabilities. Xxxxxxxxx
hereby confirms that all of the Liabilities have been paid in
full. In addition, Xxxxxxxxx hereby confirms that to his knowledge,
there are no additional Liabilities. In the event there are additional
Liabilities, the Company shall deduct such Liabilities from the $400,000 amount
owed Xxxxxxxxx in accordance with paragraph 2 of Schedule A to the
SPA.
2. Payment of Purchase
Price. In accordance with paragraph 1 of Schedule A of the
SPA, upon full execution of this Agreement and the delivery to Xxxx X. Xxxxxxxxx
of a cashier’s check for $25,000 made payable to “Prevention
Xxxxxxxxx.xxx, Inc.”, the Company hereby confirms that the purchase price of
$200,000 (“Purchase Price”) shall be paid to Xxxxxxxxx.
3. Tender of Shares and Other
Items. The Company and Xxxxxxxxx hereby tender the Shares (as defined in
the SPA) to Paragon. In addition, Xxxxxxxxx hereby tenders all the
books and records of the Company to Xxxx X. Xxxxxxxxx as the President of the
Company, and agrees to close the bank account of the Company after clearance of
the check referenced in Paragraph 2 above.
4. Cooperation with 1934
Exchange Act filings. Xxxxxxxxx, as the Company’s prior sole officer and
director hereby agrees to cooperate with the Company and Xxxx X. Xxxxxxxxx, as
its President, with all 1934 Exchange Act filings required to be undertaken by
the Company for periods that Xxxxxxxxx was the Company’s sole officer and
director.
5. Spin-off of Quick Pay,
Inc. The parties hereby agree that the Company shall
file an information statement with the SEC to spin-off Quick Pay, Inc. to
Xxxxxxxxx. The consideration for such spin-off shall be
for satisfaction of all of the issued and outstanding shares of preferred stock,
warrants and notes held by Xxxxxxxxx. Upon consummation of the
spin-off, Xxxxxxxxx hereby agrees that all of his issued and outstanding shares
of preferred stock, warrants and notes shall be cancelled by the Company or
Xxxxxxxxx, as the case may be.
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6. Name Change. The
Company, Paragon and Xxxxxxxxx hereby agree that the Company’s name does not
have to be changed until such time as an operating company undertakes a reverse
merger or similar transaction with the Company.
7. Indemnification.
Xxxxxxxxx, his heirs, beneficiaries, successors and assigns, and all other
parties acting or purporting to act for or on behalf of Xxxxxxxxx (except for
Xxxxxxxxx’x legal counsel), jointly and severally, hereby agrees to defend,
indemnify and hold harmless Paragon, the Company and their respective joint
venturers, partners, affiliates, parent corporations, subsidiaries, officers,
directors, agents, employees, shareholders, legal counsel, predecessors,
successors and assigns, from and against any and all liabilities,
responsibilities, damages, claims, causes of action, judgments, costs and
expenses, including without limitation attorneys’ fees and expert witness fees,
in connection with any claim related to the Liabilities and the spin-off of
Quick Pay, Inc. referenced in Paragraph 5 above.
8. Release. Xxxxxxxxx,
his heirs, beneficiaries, successors and assigns, and all other parties acting
or purporting to act for or on behalf of Xxxxxxxxx (except for Xxxxxxxxx’x legal
counsel), hereby unconditionally releases and forever discharges the Company and
Paragon and their respective joint venturers, partners, affiliates, parent
corporations, subsidiaries, officers, directors, agents, employees,
shareholders, legal counsel, predecessors, successors and assigns, of and from
any and all manner of actions, causes, causes of action, claims, liabilities,
suits, threats or contracts, that arise based on actions taken for the period up
to and including December 31, 2007 for the Purchase Price.
9. Due Authorization.
Each party to this Agreement represents and warrants to the other parties that
such entity or individual signing this Agreement have been duly authorized to
sign the Agreement on behalf of the respective entities, and further represents
and warrant that, upon execution, this Agreement shall be valid, legally binding
and enforceable in accordance with its terms.
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10. Legal Fees and
Expenses. The parties shall each bear their own expenses, legal costs and
attorneys’ fees incurred in connection with the negotiation and execution of
this Agreement.
11. Governing Law. This
Agreement, its application and interpretation, and all rights and obligations of
the parties hereunder shall be governed by and construed exclusively in
accordance with the laws of the State of New York, excluding any choice of law
rules which would apply the laws of another jurisdiction. Any disputes regarding
this Agreement shall be exclusively resolved in the state or federal courts, as
applicable, located in New York City, New York. Each party consents
to the exclusive jurisdiction of such courts and agrees not to bring any action
under this Agreement except in New York City, New York.
12. Legally Bound. The
parties hereto each represent and warrant that they have read this Agreement,
understand its terms, have authority to enter into this Agreement, and intend to
be legally bound thereby.
13. Legal Counsel. The
parties hereto each represent and warrant that they have been given an
opportunity to consult with an attorney regarding this Agreement and the terms
of this Agreement.
14. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be an
original, and all of which shall constitute one and the same
agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on this 5th day of
February, 2008.
PREVENTION
XXXXXXXXX.XXX, INC.
BY:
_____________________________
PARAGON
CAPITAL LP
BY:
_____________________________
XXXX XXXXXXXXX
Managing Member of Paragon
Capital
Advisors LLC, General Partner
of
Paragon Capital LP
__________________________________
XXXXX XXXXXXXXX
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