CANCELLATION AGREEMENT
EXHIBIT 10.5
This
Voluntary Cancellation Agreement (the "Agreement") is made effective as of
December 9, 2008, by and between Xxxxxxxx Educational Archaeological Research
Expeditions, Inc. ("SeaRex, Inc."), Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx), and Xxxxx
X. Xxxxxxxx ("Xxxxxxxx") (SeaRex, Inc., Xxxxxxxx, and Xxxxxxxx herein
collectively referred to as the "Sellers"), and Seafarer Exploration, Inc. (the
"Buyer").
RECITALS
WHEREAS the Sellers and the
Buyer entered into a Purchase and Sale Agreement on or about July 10, 2008 (the
"Existing Agreement") pursuant to which the Sellers agreed to deliver to the
Buyer proprietary historical and archival research for the DaVinci Project (the
"Documents") in exchange for total consideration from the Buyer of two hundred
and fifty thousand dollars ($250,000); and
WHEREAS the Sellers desire that the Buyer
agrees to cancel the Existing Agreement and the Buyer is willing to do so
pursuant to this Agreement.
NOW, THEREFORE in
consideration of the premises and for good and other valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as
follows:
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1.
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Cancellation of Existing
Agreement. The Existing Agreement is cancelled effective as of
December 9, 2008 (the "Effective Date") without further obligation or
liability to either the Sellers or the Buyer. The Sellers and the Buyer
specifically acknowledge and agree that neither party owes any
consideration or any fees of any kind to the other party in relation to
the Existing Agreement.
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2.
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No Inducement. The Buyer
has not induced the Sellers to enter into this
Agreement.
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3.
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Previous Consideration.
As of the Effective
Date:
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a.
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The
Buyer has paid the Sellers $10,000 towards the purchase price of the
Documents; and
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b.
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The
Sellers have not delivered the Documents to the
Buyer.
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4.
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Complete Agreement. This
Agreement contains the entire understanding between the parties to it and
with respect to its subject matter and supersedes all prior and
contemporaneous agreements, understandings, representations, inducements
or conditions, express or implied, oral or written, except as set forth in
this Agreement. This Agreement may not be modified, amended or
supplemented other than by an agreement in writing executed by the Sellers
and the Buyer.
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5.
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Miscellaneous. This
Agreement may be signed in counterparts, including by facsimile, and all
counterparts together with the body of this Agreement shall constitute a
single, integrated agreement.
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6.
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Legal Matters. This Agreement shall be
interpreted under and governed by the laws of the State of
Florida,
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IN WITNESS WHEREOF, the
parties have caused this Agreement to he executed on the date stated on the
first page of this Agreement in a manner appropriate for each.
Sellers:
/s/ Xxxxxxx X
Xxxxxxxx
Xxxxxxx X Xxxxxxxx
President
SeaRex, Inc.
/s/ Xxxxx X.
Xxxxxxxx
By: Xxxxx
X. Xxxxxxxx
Vice
President
SeaRex, Inc.
/s/ Xxxxxxx X
Xxxxxxxx
Xxxxxxx X Xxxxxxxx, Personally
/s/ Xxxxx X.
Xxxxxxxx
Xxxxx X. Xxxxxxxx, personally
Buyer:
/s/ Xxxx
Xxxxxxx
Chief Executive Officer
Seafarer Exploration, Inc.
