AGREEMENT AND SETTLEMENT
THIS AGREEMENT AND SETTLEMENT (the "Agreement") effective as of June
24, 2005, by and between Xxxxx Xxxxxxxx, Xx. ("Xxxxxxxx") and ICOA Inc., a
Nevada corporation (the "Company").
R E CI T A L S:
WHEREAS, Xxxxxxxx has accrued salary due of $195,986 covering certain
periods from 2001-2004, plus interest accruing on such salary due;
WHEREAS, on April 3, 2003, the Company executed that certain Note (the
"Note") in the principal amount of $28,377, payable to Xxxxxxxx and accrued
interest thereon remains unpaid as of the date hereof;
WHEREAS, commencing in 2003, Xxxxxxxx has provided for the Company's use an
Interactive Intelligence IVR phone system (the "Phone System");
WHEREAS, the closing price per share of Company's common stock, par value
$0.001 per share (the "Common Stock"), as of June 23, 2005 was $.054 per share;
WHEREAS, Xxxxxxxx desires to convert certain portions of the amounts due
him into shares of the Company's Common Stock, and the Company desires to have
Xxxxxxxx convert such amounts at a price of $0.054 per share and issue 5 million
shares of Common Stock (the "Shares");
WHEREAS, the Shares are subject to the Registration Rights Agreement in
form attached hereto as Exhibit B
NOW THEREFORE, in consideration of the mutual agreements, covenants and
premises set forth herein for certain other good and valuable consideration, the
receipt and adequacy are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals. The forgoing recitals are true and correct
and are incorporated herein by this reference.
2. Issuance of Shares. The Company hereby agrees to deliver the Shares
Xxxxxxxx within ten days of the date hereof.
3. Acknowledgement of Amounts Owed. Xxxxxxxx hereby acknowledges and
agrees that, except for the amounts owed to him by the Company pursuant to the
terms of the Stock Option Grant dated March 29, 2005 and Employment Agreement
dated June 24, 2005, (the "Current Compensation Agreements") there are no other
sums, securities or benefits due Xxxxxxxx by the Company. Xxxxxxxx hereby agrees
that the Note is hereby cancelled.
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4. Use of Phone System. Xxxxxxxx hereby agrees that he will continue
to make the Phone System available for use to the Company through December 31,
2005. The Company acknowledges that the Phone System is provided "as-is" and
that Xxxxxxxx makes no warranty of any kind with respect to such Phone System.
5. Release. Xxxxxxxx, on behalf of himself, respectively, his
successors, heirs, and assigns, hereby agrees to completely and irrevocably
discharge and release the Company, its former and current directors, officers,
employees and shareholders from any and all liabilities and obligations with
respect to his relationship with the Company, other than the this Agreement as
well as the Employment Agreement, the Registration Rights Agreement and the
Warrant each executed concurrent herewith, as well as any and all claims,
demands, actions, damages, lawsuits, obligations, promises, administrative
actions, charges and causes of action, and/or liability whatsoever, both known
and unknown, in law or in equity, involving any matter arising out of or in any
way related, directly or indirectly, to any and all obligations, duties and
liabilities under Xxxxxxxx' investment in the Company, the employment
relationship between Xxxxxxxx and the Company, the business relationship between
Xxxxxxxx and the Company and/or that may have arisen by reason of Xxxxxxxx'x
affiliation with the Company; provided that this agreement shall not limit
Xxxxxxxx'x rights under previously established agreements and commitments of the
Company to indemnify Xxxxxxxx for his actions as an officer or director of the
Company.
6. Binding Nature. All of the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by the
parties and their respective legal representatives, successors and permitted
assigns, whether so expressed or not.
7. Independent Representation. Each party hereto acknowledges and
agrees that it has received or has had the opportunity to receive independent
legal counsel of its own choice and that it has been sufficiently appraised of
its rights and responsibilities with regard to the substance of this Agreement.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Confirmation of execution
by electronic transmission of a facsimile signature page shall be binding upon
any party so confirming.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Rhode Island, exclusive of conflicts or
choice of laws rules or comity.
10. Enforceability. If any provision (or portion thereof) of this
Agreement is adjudged invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions shall nevertheless continue in full force
and effect. In any such case, the provision deemed unenforceable shall be remade
or interpreted by the parties in a manner that such provision shall be
enforceable to preserve, to the maximum extent possible, the original intention
and meaning thereof and such provision, as so modified or interpreted, shall
remain in full force and effect thereafter.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth above.
ICOA, INC.
By:
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Xxxxxxx Xxxxxxxxxx
President
XXXXX XXXXXXXX, XX.
By:
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