SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT is made as of December 17, 2003,
by and among Trinity Learning Corporation, a Utah corporation ("Trinity"),
CBL Global Corp., a Utah corporation (a wholly owned subsidiary of Trinity
formerly known as CBL Acquisition Corp., and hereinafter referred to as
"CBL Global"), Competency Based Learning, Inc., a California corporation
("CBL-CA"), COMPETENCY BASED LEARNING PTY. LTD. ACN 084 763 780, an
Australia company ("CBL-AU"), ACN 000 000 000 Pty Ltd, an Australia company
("ACN"), Xxxxxxx Xxxxxxxx, a resident of Larkspur, California ("Scammell"),
Xxxxx Xxxxxxx, a resident of Helensvale, Australia ("Xxxxxxx") (CBL-CA,
CBL-AU, ACN, Scammell and Xxxxxxx are sometimes referred to collectively as
the "CBL Parties").
RECITALS
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A. In or about October 2002, Trinity acquired the business of CBL-
AU, ACN and CBL-CA through unified and simultaneous transactions (the
"Acquisition"), principally pursuant to (i) that certain Plan and Agreement
of Merger among CBL Global, CBL-CA and Scammell, under which CBL-CA was to
be merged into CBL Global; (ii) that certain Acquisition Agreement among
CBL Global and Xxxxxxx with respect to the purchase of all of the
outstanding capital stock of CBL-AU; and (iii) that certain Acquisition
Agreement among CBL Global, Scammell and Xxxxxxx with respect to the
purchase of all of the outstanding capital stock of ACN. The foregoing
agreements, and the other agreements and documents executed and delivered
in connection therewith are collectively referred to herein as the
"Acquisition Documents."
B. In consideration of the purchase of the shares of CBL-AU, CBL-CA
and ACN, Trinity issued to Scammell and Xxxxxxx a number of shares of
common stock of Trinity, a portion of which shares (the "Escrowed Shares")
were held back in escrow to secure certain indemnity obligations of the CBL
Parties under the Acquisition Documents, and caused CBL Global to issue
promissory notes convertible into additional shares of Trinity stock or
payable on or before September 1, 2004 (the "Convertible Notes"). CBL
Global issued separate promissory notes to Scammell and Xxxxxxx in respect
of prior loans by them to CBL-AU and CBL-CA, payable on or before September
1, 2003 (the "Shareholder Notes"). To secure the obligations to Scammell
and Xxxxxxx under the Shareholder Notes, the Convertible Notes, and CBL
Global's indemnity obligations under the Acquisition Documents, Trinity
pledged to Scammell and Xxxxxxx all of its shares of stock in CBL Global,
and CBL Global caused each of CBL-CA, CBL-AU and ACN to grant to Scammell
and Xxxxxxx security interests over all of the assets of each of CBL-CA,
CBL-AU and ACN.
C. During September 2003, Trinity filed a complaint in the United
States District Court for the District of Utah (Case No.: 2:03CV00798
DAK), naming Scammell and Xxxxxxx, among others, as defendants (the
"Federal Complaint"). In the Federal Complaint, Trinity has alleged, among
other things, that certain representations made in the Acquisition
Documents regarding the financial position of CBL-CA were untrue in a
material respect as of the closing of the Acquisition as of October 1,
2002, and engaged in other fraudulent and deceptive acts. Scammell and
Xxxxxxx deny such allegations. In connection therewith, Trinity gave
notice of such claims to Scammell and to the third party escrow holder
under an Escrow Agreement dated as of October 1, 2002, among certain of the
parties hereto and Heritage Bank of Commerce, a California corporation, as
escrow agent (the "Escrow Agreement") that is one of the Acquisition
Documents, thereby preventing the release from escrow on October 1, 2003,
of the Escrowed Shares to Messrs. Scammell and Xxxxxxx.
D. Also during September 2003, Scammell, as agent for himself and
Xxxxxxx, sent written notice to Trinity declaring CBL Global and Trinity to
be in default of their obligations in respect of the payment of the
Shareholder Notes, accelerating the maturity of the Convertible Notes, and
reserving all rights to enforce their pledges and liens over Trinity's
pledged shares of capital stock of CBL Global, and over all of the assets
of CBL-AU, ACN, and CBL-CA. Trinity asserts that it has no obligation to
pay the Shareholder Notes given the acts alleged in the Federal Complaint.
E. CBL-AU has failed to pay Xxxxxxx'x salary for the months of
October and November 2003, and CBL Global purportedly terminated Scammell's
employment on November 16, 2003. Scammell disputes that any cause existed
for such termination, and asserts that such termination was unlawful.
Trinity denies that its actions were unlawful.
F. Trinity, on the one hand, and the CBL Parties, on the other hand,
desire to settle all of their differences and all of their respective
claims, including those described above, fully and finally, and to
terminate the Escrow Agreement, all on the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Settlement Payment; Termination of Escrow.
------------------------------------------
In consideration of the mutual, general releases given in
this Agreement by the parties, Trinity and the CBL Parties agree as
follows:
(a) Cash Payment to CBL Parties.
----------------------------
Upon execution and delivery of this Agreement by each
of the parties to this Agreement, Trinity shall tender to CBL-AU, by wire
transfer according to wire instructions separately furnished by CBL-AU to
Trinity, payment in the amount of Twenty-Five Thousand and 00/100 U.S.
Dollars (U.S. $25,000.00).
(b) Early Termination of Holdback and Escrow.
-----------------------------------------
Except as otherwise defined in this Agreement,
capitalized terms used in this paragraph (b) have the meanings ascribed
thereto in the Escrow Agreement . Effective upon execution and delivery of
this Agreement by the parties, the parties agree that the escrow of
1,000,000 shares of Trinity common stock shall be terminated and that all
such shares shall be immediately distributed to Trinity out of escrow, free
of any claims or interest of Scammell and Xxxxxxx. The parties shall
jointly notify and instruct the Escrow Agent to release and distribute from
escrow all escrowed shares in the foregoing manner, and to return to
Scammell and Xxxxxxx any and all stock powers previously executed and
delivered by them to Trinity or to the Escrow Agent, except those stock
powers necessary to transfer title in such escrow shares to Trinity. The
parties confirm that the Escrow Agreement will thereupon be terminated,
provided that any obligations of the parties to the Escrow Agent under the
Escrow Agreement shall survive for any applicable period of limitations.
Notice to the Escrow Agent shall be sent to Heritage Bank of Commerce, 000
Xxxxxxx Xxxxxxxxx, Xxx Xxxx, XX 00000, Attn: Chloe Flowers, SVP/Escrow
Department Manager.
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2. Transfer of Ownership of CBL Global and its subsidiaries.
---------------------------------------------------------
Trinity hereby transfers, sells and conveys to Scammell and
Xxxxxxx all of Trinity's shares of capital stock of CBL Global, which
Trinity represents and warrants constitutes all of the issued and
outstanding shares of stock of CBL Global, and that Trinity owns such
shares free and clear of any liens or encumbrances, except in favor of
Scammell (as collateral agent under the prior pledge), and has the
corporate power and authority to convey such shares to Scammell and Xxxxxxx
pursuant to this Agreement. Trinity further represents and warrants that
CBL Global is the beneficial owner of the shares in CBL-AU or ACN as a
result of the Acquisition, and that CBL Global has not sold, transferred or
encumbered its interest in such shares. Consistent with the foregoing
transfer of ownership:
(i) Trinity shall cause each of Xxxx Xxxx ("Xxxx"), Xxxxxx Xxxxxx
("Xxxxxx"), Xxxxxxx Xxxx ("Xxxx") and each other person (other than
Scammell and Xxxxxxx) who is currently an officer and/or director of CBL-
CA, CBL-AU, ACN (collectively, the "CBL Entities") or CBL Global to hereby
resign, effective immediately from all board and officer positions with the
CBL Entities and CBL Global;
(ii) all assets, books and records of CBL Global and the CBL
Entities in the possession or control of Trinity or its affiliates or
insiders, including Xxxx and Xxxxxx, and their legal counsel and
accountants, including corporate minute books and stock ledgers,
proprietary information and intellectual property (in print, electronic or
other form) of the CBL Entities, shall be turned over immediately to
Scammell and Xxxxxxx, together with all share certificates evidencing all
of the issued and outstanding shares of capital stock of CBL Global with
appropriate endorsements or stock powers executed in blank by the holder
thereof;
(iii) all existing accounts receivable, customer contracts,
intellectual property and other assets of the CBL Entities, as well as
ordinary accounts payable and other liabilities accrued in the ordinary
course of operations, shall remain assets and liabilities of the applicable
CBL Entity (in the event that any such assets are subsequently received by
any Trinity Party they shall be held in trust for the CBL Entity and
promptly turned over to the CBL Entity); and
(iv) all customer contracts of CBL-AU will remain with the CBL
Entities.
Trinity hereby represents and warrants that except as set forth in Schedule
1 to this Agreement, there is no material financial or contractual --------
liability or commitment that has been incurred or assumed by CBL Global
subsequent to its formation in 2002, other than those liabilities and
obligations to Scammell and Xxxxxxx that were created or contemplated under
the Acquisition Documents. The representations and warranties made by
Trinity under this Section 2 are expressly conditioned on none of the CBL
Parties having taken any action inconsistent with such representations and
warranties.
3. Surrender of All Trinity Shares and Options.
--------------------------------------------
Scammell and Xxxxxxx hereby surrender for cancellation to
Trinity all shares of stock of Trinity held by them or to which they would
be entitled under the Acquisition Documents, including all Escrowed Shares
and options to purchase shares of Trinity's stock granted to Xxxxxxx and
Scammell in connection with their employment with the CBL Entities.
Scammell and Xxxxxxx each represents and warrants to Trinity that he owns
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the shares and options free and clear of any liens or encumbrances, except
in favor of Trinity, and has the power to convey such shares and options to
Trinity. The parties hereto agree that the Escrow Agreement is hereby
terminated and the Escrowed Shares may be released to Trinity. The
Convertible Notes made by CBL Global shall remain outstanding debt
obligations of CBL Global to Scammell and Xxxxxxx, but shall no longer be
convertible into shares of Trinity capital stock, nor shall Trinity have
any further obligation or liability whatsoever in respect of the
Convertible Notes.
4. No Further Capital Commitment.
------------------------------
Without limiting the generality of the releases given in
Section 8 of this Agreement, Trinity shall have no further obligation under
any of the Acquisition Documents or otherwise to contribute any capital or
to advance any funds to any the CBL Entities.
5. Retention of Mobile Equipment.
------------------------------
Trinity acknowledge and agree that Scammell has the right to
retain the exclusive use and ownership of the used laptop computer and
cellular phone in his possession, and that Scammell may retain the use of
the phone number associated with such cell phone and assume the wireless
account, if such assumption is permitted by the wireless carrier without
any requirement of further payment by or commitment of Trinity.
6. Dismissal of Lawsuit.
---------------------
Within 5 business days following the execution and delivery
of this Agreement, Trinity shall dismiss with prejudice the Federal
Complaint as to all defendants, including Scammell, Xxxxxxx and any CBL
Entity. Trinity shall provide to the CBL Parties written evidence of such
dismissal as soon as available from the court's docket.
7. Release By Trinity.
-------------------
Effective upon the delivery of Scammell and Xxxxxxx'x shares
of Trinity stock, Trinity, on behalf of itself and its officers, directors,
employees, shareholders, successors, assigns, agents, and representatives,
hereby fully, finally and forever irrevocably and unconditionally releases,
acquits and forever discharges each of the CBL Parties and CBL Global and
its or his officers, directors, shareholders, agents, representatives,
heirs, spouses, successors and assigns, and each of them, from any and all
charges, complaints, controversies, remedies, suits, claims, demands,
debts, obligations, guaranties, losses, causes of action, damages,
penalties, costs, expenses, attorneys' fees, liabilities and indemnities,
of any nature whatsoever, whether based on contract, tort, statute, or
other legal or equitable theory of recovery, whether known or unknown,
suspected or unsuspected, arising out of any alleged or actual acts or
omissions (collectively, "Claims") occurring before the date of this
Agreement, including any Claims based on the liabilities described in
Schedule 1 attached hereto and made a part hereof, but excluding any Claims
arising out of breach by Scammell or Xxxxxxx of any of their
representations, warranties or undertakings in this Agreement. It is the
express intent of Trinity to waive any and all claims that it has or may
have against any of the CBL Parties, including any Claims arising under or
relating to the Acquisition Documents and the transactions contemplated
thereunder and which are presently unknown, unsuspected, unanticipated, or
undisclosed, and Trinity expressly waives the provisions of Section 1542 of
the Civil Code of California (and any similar provision of other applicable
law), which provides:
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A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.
Trinity represents and warrants to the CBL Parties that none of Messrs.
Xxxx, Xxxxxx or Xxxx, nor any other past or present officer of director of
Trinity has any Claims against any of the CBL Parties other than those
Claims that are released by this Section 7.
8. Release By CBL Parties.
-----------------------
Effective upon receipt by the CBL Parties of payment of the
$25,000 cash required under Section 1 of this Agreement, each of the CBL
Parties, on behalf of itself or himself and its or his heirs, spouses,
officers, directors, employees, shareholders, successors, assigns, agents,
and representatives and each of them, hereby fully, finally and forever
irrevocably and unconditionally releases, acquits, and forever discharges
Trinity and its officers, directors, shareholders, agents, representatives,
attorneys, successors and assigns, and each of them, from any and all
Claims occurring or arising before the date of this Agreement, but
excluding any Claims arising out of breach by Trinity of any of its
representations, warranties or undertakings in this Agreement. It is the
express intent of each of the CBL Parties to waive any and all claims that
it or he has or may have against Trinity and its officers, directors,
shareholders, agents and representatives, including, without limitation,
(i) any Claims arising under or relating to the Acquisition Documents and
the transactions contemplated thereunder,(ii) any Claims concerning the
actions (or omissions) of Trinity's directors, officers, agents and/or
representatives, including in their capacities as officers and directors of
CBL Global, and (iii) any Claims against Trinity and/or its officers,
directors, shareholders, agents and representatives relating to the
employment of Scammell and Xxxxxxx, and which are presently unknown,
unsuspected, unanticipated, or undisclosed, and each expressly waives the
provisions of Section 1542 of the Civil Code of California (and any similar
provision of other applicable law), which provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.
For the avoidance of any doubt, the foregoing release by Scammell and
Xxxxxxx, as two of the CBL Parties, expressly excludes any Claims of
Scammell against CBL Global arising out of his employment agreement with
CBL Global, any claims of Xxxxxxx against CBL-AU arising out of his
employment agreement with CBL-AU, and any Claims (including without
limitation liens, charges and security interests securing such Claims) held
by Scammell and Xxxxxxx against CBL Global and the CBL Entities with
respect to the unpaid Shareholder Notes and the Convertible Notes
(recognizing, however, that the conversion feature of those Notes and any
obligation of Trinity to issue shares in exchange therefor has been fully
released, as provided in Section 3 hereof and in this Section 8), all of
which Claims are expressly reserved. For further clarification, such
reservations and exclusion of claims shall not extend to exclude claims
Scammell and/or Xxxxxxx may have against Trinity, Cole, Mooney, and/or Xxxx
in their capacity as shareholders, officers, directors, agents and/or
representatives of CBL Global and the CBL Entities (or as officers,
directors, and/or shareholders of Trinity).
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9. Release By CBL Global.
----------------------
CBL Global, on behalf of itself and its officers, directors,
employees, shareholders, successors, assigns, agents, and representatives,
hereby fully, finally and forever irrevocably and unconditionally releases,
acquits, and forever discharges each of Trinity, the CBL Parties, Cole,
Mooney, Xxxx and its or his heirs, spouses, officers, directors,
shareholders, agents, representatives, successors, attorneys and assigns,
and each of them, from any and all Claims occurring or arising before the
date of this Agreement, but excluding any Claims arising out of breach by
any of Trinity or the CBL Parties or of any of its or his representations,
warranties or undertakings in this Agreement. It is the express intent of
CBL Global to waive any and all claims that it or he has or may have
against any of Trinity and the CBL Parties and its or his heirs, spouse,
officers, directors, shareholders, agents and representatives, including
any Claims arising under or relating to the Acquisition Documents and the
transactions contemplated thereunder, and which are presently unknown,
unsuspected, unanticipated, or undisclosed, and each expressly waives the
provisions of Section 1542 of the Civil Code of California (and any similar
provision of other applicable law), which provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.
10. No Disparagement; Confidentiality of Settlement.
------------------------------------------------
Each party agrees to refrain from publishing or disclosing
to third person, entity or governmental body or regulatory authority any
statement, written or verbal, that is intended or would reasonably be
understood to defame, disparage or harm the reputation or standing of the
other party in his or its personal or business relationships relating to
any transaction or conduct between the parties prior to the date of this
Agreement, except as any such statement may be required to be made in
response to a subpoena or judicial or governmental order. Trinity shall
give Scammell and Xxxxxxx'x legal counsel reasonable opportunity to review
and comment on any statements regarding the resolution of these disputes
proposed to be made by Trinity in any SEC filing and/or press release prior
to the publication of same.
11. Mediation; Arbitration; Waiver of Jury Trial.
---------------------------------------------
In the event of any controversy or dispute which arises
under, out of, or in relation to any of the provisions hereof between
Trinity, on the one hand, and any of the CBL Parties, on the other hand,
such parties shall first attempt to resolve such controversy or dispute by
mediation through Judicial Arbitration and Mediation Services (JAMS). If
the parties are unable to resolve such controversy or dispute through
mediation within 60 days of initiation of such process by a party's written
notice of the existence of such dispute, then the matter shall be submitted
to the American Arbitration Association ("AAA") for arbitration in
accordance with the Commercial Arbitration Rules of the of AAA, as then in
effect, except as otherwise provided by the provisions of this section.
The location of any such mediation and/or arbitration shall be determined
by JAMS and/or the AAA, as the case may be. The arbitrator shall rule upon
motions to compel or limit discovery and shall have the authority to impose
sanctions, including attorneys' fees or costs, to the same extent as a
court of law or equity, should the arbitrator determine that discovery was
sought without substantial justification or that discovery was refused or
objected to without substantial justification. The arbitrator's award
shall be rendered in writing and shall be based upon applicable state and
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federal statutory and decisional law. Each of the parties irrevocably
waives any objection to the bringing and maintenance of any arbitration or
other proceeding, including any objection based on inconvenience or venue.
Each party waives its respective rights to a trial by jury of any claim or
cause of action arising out of this Agreement.
12. Miscellaneous Provisions.
-------------------------
(a) Disclaimer of Liability.
------------------------
The parties hereto acknowledge and agree that the
obligations set forth in this Agreement are the result of compromise and
are entered into in good faith and shall never for any purpose be
considered an admission of liability or responsibility concerning any
dispute between them or of any of the Claims released hereunder; and no
past or present wrongdoing on the part of any of the parties shall be
implied by such payment or execution. Without limiting the generality of
the foregoing, the inclusion of the Schedule 1 amounts in this Agreement
shall not constitute an admission by any of the CBL Parties that such
amounts represent indebtedness of CBL Global.
(b) Comprehension; Authority of Signers.
------------------------------------
In entering into this Agreement, each party represents
that it has relied upon the legal advice of its own attorneys, who are the
attorneys of its own choice. Each party further represents that the terms
of this Agreement have been completely read by its attorneys, and that
those terms are fully understood and voluntarily accepted by it. Each
individual executing this Agreement on behalf of a corporate party to this
Agreement hereby represents to the other parties by such execution that he
is a duly elected officer of such corporation and has the power and
authority to execute and deliver this Agreement on behalf of such
corporation.
(c) No Assignment of Claims.
------------------------
Each party hereto each represents and warrants to the
others that it is aware of no other person having any interest in, nor has
it assigned, hypothecated or otherwise transferred to any person, any
interest in the released Claims or the subject matter of this Agreement.
Each party hereby agrees to indemnify and hold harmless the other from any
and all liabilities, claims, demands, obligations, damages, costs, expenses
and attorneys' fees as a result of a breach of this representation or
anyone asserting such interest, assignment, hypothecation and transfer.
(d) Validity.
---------
If any provision of this Agreement or the application
thereof to any persons or circumstances shall, to any extent, be invalid,
illegal, or unenforceable, the remainder of this Agreement and the
application of such provision or provisions to persons or circumstances
other than those as to whom or which it is held invalid, illegal, or
unenforceable shall not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by
applicable law.
(e) Attorneys' Fees.
----------------
If any party institutes any action or arbitration to
interpret or enforce this Agreement, or to recover damages for breach of
this Agreement, the prevailing party shall be entitled to recover costs of
suit or arbitration and to recover actual and reasonable attorneys' fees.
A party can be the prevailing party even if the proceedings are not brought
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to a final judgment or award. A party can be the prevailing party if the
proceedings are brought to a final judgment or award only if the party
recovers a judgment or award in excess of the amount, if any, offered in
compromise by the other party pursuant to the provisions of Section 998 of
the California Code of Civil Procedure. No sum of attorneys' fees shall be
included in any computation of the amount of judgment or award for the
purpose of determining whether a party is entitled to recover costs or
attorneys' fees.
(f) Captions.
---------
The titles and captions in this Agreement are included
only as a matter of convenience. They shall not affect the interpretation
of any provision.
(g) Construction of Agreement.
--------------------------
Each party and its counsel have participated fully in
the review and revision of this Agreement. Any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall
not apply to the interpretation of this Agreement.
(h) Further Assurances.
-------------------
Each party will do such further acts, including
executing and delivering additional agreements or instruments as any of the
others may reasonably request to consummate, evidence or confirm the
agreements contained in this Agreement.
(i) Successors and Assigns.
-----------------------
This Agreement, and the rights and obligations of the
parties, shall be binding upon, and inure to the benefit of, the parties
and their respective successors and assigns.
(j) Notices.
--------
(i) All notices, demands or requests ("Notices") which
are required or permitted to be given pursuant to this Agreement shall be
in writing. Notices shall be delivered personally, by commercial carrier,
by recognized air courier (such as Federal Express), or by registered or
certified mail, postage prepaid, addressed to a party as stated below.
If to Trinity:
Trinity Learning Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxx Xxxxxxxxxxx, Esq.
Xxxxxxx Xxxxx & Xxxxxxx
000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
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If to any of the CBL Parties or to CBL Global:
Xxxxxx Xxxxxxx Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
and
---
Xxxxx Xxxxxxx Xxxxxxx
X.X. Xxx 000
Xxxxxxxxxx 0000
Xxxxxxxxx
with a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxx Xxxxxxxx Xxxxxxx & Share LLP
Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
(ii) Notice given personally, by commercial carrier, or
by air courier shall be effective upon delivery. Notice given by United
States mail shall be effective the third (3rd) United States Post Office
delivery day after the date of mailing.
(iii) Either party may change its address for Notices
by Notice given pursuant to this Section.
(k) Counterparts.
-------------
This Agreement may be executed in several counterparts,
which when taken together shall constitute a single document.
(l) Entire Agreement.
-----------------
This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject mater hereof and may not be
modified, amended or otherwise changed in any manner except by a writing
executed by the party against whom such modification, amendment or change
is to be enforced.
[signature pages follow]
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[Signature Page to Settlement and Release Agreement]
IN WITNESS WHEREOF, the undersigned have executed this Settlement
and Release Agreement as of the date first written above.
TRINITY LEARNING CORPORATION
By:_________________________________________
Name: Xxxxxxx Xxxx
Title:______________________________________
CBL GLOBAL CORP.
By:_________________________________________
Name: Xxxxxxx Xxxx
Title:______________________________________
COMPETENCY BASED LEARNING, INC.
By:_________________________________________
Name: Xxxxxxx Xxxxxxxx
Title:______________________________________
COMPETENCY BASED LEARNING PTY. LTD.
ACN 084 763 780
By:_________________________________________
Name: Xxxxx Xxxxxxx
Title:______________________________________
ACN 000 000 000 PTY LTD
By:_________________________________________
Name: Xxxxx Xxxxxxx
Title:______________________________________
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[Signature Page to Settlement and Release Agreement]
____________________________________________
XXXXXXX XXXXXXXX
____________________________________________
XXXXX XXXXXXX
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SCHEDULE 1
-----------
Disclosed Liabilities of CBL Global
Liability Amount
______________________________________________________________________
Note Payable to Trinity Learning Corporation for stock
issued to Xxxxxxx and Xxxxxxxx $75,000
______________________________________________________________________
Line of Credit payable to Trinity Learning Corporation
for cash funding provided to CBL Global and CBL-AU $755,382.57
______________________________________________________________________
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