SETTLEMENT AND RELEASE AGREEMENT
SETTLEMENT
AND RELEASE AGREEMENT
This
Settlement and Release (the “Settlement
and Release”)
is made
this 30th day of March, 2008 (the “Effective
Date”)
by and
between Soliton, LLC d/b/a BlueCar Partners also know as BlueCar Partners,
LLC,
a New York limited liability company (“Consultant”) and BioAuthorize Inc., a
Colorado corporation (“BioAuthorize”). Consultant and BioAuthorize are sometimes
referred to as the (“Parties”)
and
individually as a (“Party”).
All
terms used, but not otherwise defined herein, shall have the meanings ascribed
to such terms in the BlueCar Partners, LLC Letter Agreement dated December
7,
2007 by and between Consultant and BioAuthorize, and later amended by the First
Amendment to the Agreement dated January 18th,
2008
(collectively, the “Agreement”).
Recitals
WHEREAS,
BioAuthorize has engaged Consultant, upon the terms and conditions set forth
in
the Agreement, to provide services including but not limited to a review of
BioAuthorize’s entity structure, analyze IT plan and website review, business
plan preparation, financial analysis, provide review of BioAuthorize’s advisors
and recommendations regarding the same, acquisition or URL rights, software
review, sales and marketing review and analysis, business development, merger
and acquisition advisory, and investor relations services (the “Services”).
WHEREAS,
the Parties desire to terminate the Agreement and forever resolve all matters
regarding the relationship between the Parties upon the terms and conditions
set
forth herein.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
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1.
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The
Parties mutually agree that the Agreement is hereby terminated effective
March 30, 2008 and except as provided for herein, the Parties shall
have
no continuing obligations to each other including performance of
the
Services by Consultant and the payment of any compensation by
BioAuthorize.
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2.
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On
or before Monday March 31, 2008, Consultant shall transfer and redeliver
to Genesis Holdings, Inc. for cancellation, 1,275,000 shares of common
stock of Genesis Holdings, Inc. (including the execution of stock
powers
required to make the transfer and redelivery) which were received
by
Consultant pursuant to provisions of the Share Exchange dated February
18,
2008 in exchange for shares of common stock of BioAuthorize that
Consultant had earlier received from BioAuthorize pursuant to Section
3 of
the Agreement.
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3.
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Except
for the express purpose of enforcing the provisions of this Settlement
and
Release or as otherwise provided herein, the Parties waive any and
all
claims, disputes, demands, causes of action, losses and damages of
any
nature which were made, could have been made or existed as of the
date of
this Settlement and Release which each Party may have against the
other
Party, its respective principals, agents, successors and assigns.
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Settlement
and Release Agreement
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1
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4.
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Each
Party (the “Indemnifying
Party”)
hereby agrees to indemnify, defend, protect and hold the other Party
(the
“Indemnified
Party”),
its officers, directors, agents, controlling persons (within the
meaning
of the Securities Act of 1933, as amended), employees, members and
managers harmless for, from and against any and all claims, damages,
liabilities, losses, attorney’s fees (including those incurred in any
arbitration), dispute resolution expenses or other monetary loss
of any
kind whatsoever (including all actions or proceedings in respect
thereof)
(each, a “Claim”)
brought by any person or entity relating to or arising from any
breach, default or failure to perform any duty or obligation by the
Indemnifying Party under the provisions of the Agreement or arising
from
any negligence, gross negligence or intentional or willful misconduct
of
the Indemnifying Party. The Indemnifying Party will reimburse the
Indemnified Party, from time to time upon written request, for all
reasonable legal and other expenses incurred in connection with
investigating or defending any
Claim.
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5.
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The
Parties agree that nothing contained in this Agreement shall be deemed
an
admission that such Party failed to comply with the provisions of
the
Agreement.
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6.
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The
Parties hereto agree that the terms and conditions of this Settlement
and
Release or any part hereof may only be amended, modified, changed
or
superseded by a writing executed by all of the Parties.
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7.
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This
Settlement and Release shall be binding upon the parties, their
principals, their successors and assignees, and all others acting
by,
through, or under their direction or in privity with
them.
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8.
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By
execution hereof, each Party hereby represents that it has all requisite
authority and power to enter into and deliver this Agreement and
perform
the obligations of such Party as set forth herein and that all necessary
corporate and other action has been validly and lawfully granted
or
obtained.
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9.
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This
Settlement and Release may be executed in one or more counterparts
and by
original or facsimile signature, each of which will constitute an
original
and all of which together will constitute one and the same
instrument.
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Settlement
and Release Agreement
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IN
WITNESS WHEREOF, this Settlement and Release has been executed by each of the
Parties as of the Effective Date.
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Consultant:
Soliton,
LLC DBA BlueCar Partners
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BioAuthorize:
BioAuthorize,
Inc.
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By:
/s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Vice-President
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By:
/s/ Yada
Xxxxxxxxx
Name:
Yada Xxxxxxxxx
Title:
President & CEO
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Settlement
and Release Agreement
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