COMPROMISE AND SETTLEMENT AGREEMENT
THIS COMPROMISE AND SETTLEMENT AGREEMENT (the "AGREEMENT") is made and
entered into effective this day of February, 2003, by and among:
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Health Anti-Aging Lifestyle Options Inc. (formerly MicroAccel, Inc.), a Utah
corporation ("HALO");
Network Lifestyle Radio Corp., a Delaware corporation ("NLR");
XXXX.XX, Inc., a Nevada corporation ("XXXX.XX"); and
Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx and her corporation,
Marketworks Ltd., Xxxxxxx Xxxxx and his corporation, Benedict Partners Ltd.
(collectively, referred to as the "PRINCIPALS").
RECITALS
A. HALO acquired 99.65% of the issued and outstanding shares of NLR by
issuing shares of common stock of HALO in exchange for shares of
common stock of NLR pursuant to share exchange agreements dated for
reference November 15, 2001 and December 31, 2001, entered into by
and among HALO, NLR and the shareholders of NLR (collectively, the
"SHARE EXCHANGE AGREEMENTS"), and the transactions contemplated
under the Shareholder Agreements closed on February 28, 2002 (the
"SHARE EXCHANGE");
B. Xxxxxxx Xxxxxxx and Xxxx Xxxxxx were the officers and directors of
NLR and entered into indemnification agreements (the
"INDEMNIFICATION AGREEMENTS") and employment agreements in
connection with the Share Exchange (the "EMPLOYMENT AGREEMENTS");
C. HALO has granted the Principals options exercisable to acquire
shares of common stock of HALO in the amounts set forth on Exhibit A
---------
(the "PRINCIPAL OPTIONS");
D. XXXX.XX entered into a consulting agreement on November 15, 2002
with Xxxxxxx Xxxxx (the "CONSULTING AGREEMENT") which contemplated
the issuance of up to 500,000 shares of common stock of HALO to
Xxxxxxx Xxxxx;
E. The Principals were each shareholders of NLR prior to the Share
Exchange and received an aggregate of 5,452,500 shares of HALO in
the Share Exchange;
F. HALO has advanced to NLR an aggregate of approximately $2 million in
connection with the development of its health, wellness and
nutritional products and multi-media businesses (the "NLR
ADVANCES");
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G. HALO has a working capital deficit and has been unable to raise
additional financing to fund the working capital requirements of NLR
due to the lack of public acceptance of the NLR products, current
economic conditions and the capital structure of HALO;
H. Xxxxxx Xxxxxxx was an officer and director of HALO prior to the
Share Exchange and has asserted on behalf of certain shareholders of
HALO that (a) the Principals breached certain representations made
to HALO in connection with the Share Exchange, including that the
business strategy of NLR was commercially viable and (b) it would be
in the best interest of HALO and its shareholders to divest itself
of NLR and the related obligations by rescinding the Share Exchange
(the "HALO CLAIMS");
I. The Principals have asserted that (a) HALO has breached certain
covenants under the Share Exchange Agreements to the former
shareholders of NLR, (b) HALO is indebted to each of the Principals
for compensation and expenses and (c) the NLR business strategy
could be commercially viable, subject to raising sufficient
financing to implement its business plan (the "PRINCIPAL CLAIMS");
J. Xxxxxx Xxxxxxx was appointed as an independent director of HALO (the
"INDEPENDENT DIRECTOR") for the purposes of determining what
strategy is in the best interest of HALO and its shareholders
respecting the Share Exchange and for developing a business strategy
for HALO;
K. The Independent Director has negotiated this Agreement and approved
the transactions contemplated herein on behalf of HALO with the
understanding that:
(i) at the Closing, additional directors shall be designated, with
the present directors who are the Principals resigning in
seriatim; and
(ii) the Closing of this Agreement shall be subject to the approval
of the Independent Director and such newly designed directors;
and
L. The parties agree that it is in the best interest of HALO, the
shareholders of HALO, NLR and the Principals that each of the
parties to this Agreement compromise and settle their respective
claims under the terms set forth in this Agreement,
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as follows:
I. Purpose and Definitions
-----------------------
1.1. The parties acknowledge that there presently exists a substantial,
irreconcilable dispute among them, and without admitting or acknowledging
the accuracy and truthfulness of the claims of any other party, these
parties have determined it to be in their mutual best interests to resolve
any such dispute. Therefore, the purpose of this Agreement is to rescind
the Share Exchange and compromise and settle any and all claims or causes
of action of any type or nature whatsoever or matters otherwise related to
the disputes by, between and among the parties hereto and their respective
successors, officers or agents, employees and stockholders.
1.2. In this Agreement including the Exhibits and amendments, the following
terms shall have the meanings set forth below unless the context otherwise
requires:
1.2.1. "AGREEMENT" means this Agreement including the Exhibits
attached as the same may be amended or supplemented from time
to time;
1.2.2. "CLOSING" means the completion of the rescission of the Share
Exchange Agreements and the distribution of the NLR common
shares by HALO;
1.2.3. "CLOSING DATE" means March 17, 2003 or such earlier or later
date as HALO may determine;
1.2.4. "PLACE OF CLOSING" means 000-000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX;
and
1.2.5. "SEC" means the United States Securities and Exchange
Commission.
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II. General Release
---------------
2.1. General Release of HALO Claims. Except for the agreements, rights and
----------------------------------
obligations set forth in this Agreement, and for good and valuable
consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, HALO, NLR and their respective insurers,
subsidiaries, successors and assigns, release and forever discharge each
of the Principals and any and all of their respective heirs, legal
representatives and assigns, from any and all manner of action and causes
of action, suits, debts, dues, accounts, contracts, agreements, judgments,
claims and demands whatever, whether in law or in equity, which now exist
or may subsequently arise based on facts or circumstances in existence on
the Closing Date of this Agreement; PROVIDED, HOWEVER, that if HALO fails
to perform the obligations set forth under Sections 3.2, 3.3 and 3.4, at
the time specified in such Section, time being of the essence, then all of
the Principals existing claims for damages or other relief, if any, shall
be restored and this Section 2.1 shall not otherwise be binding on the
Principals. No separate instrument shall be required to evidence the
general release contained in this Section 2.1. HALO covenants that it will
make no claim against the Principals, directly or indirectly, arising out
of any the subject matter released and discharged in this Section 2.1,
excepting only for breach of this Agreement.
2.2. General Release of Principal Claims. Except for the agreements, rights and
-----------------------------------
obligations set forth in this Agreement, and for good and valuable
consideration as set forth herein, the adequacy of which is hereby
acknowledged on Closing, each of the Principals acting individually and
for each of their respective heirs, legal representatives and assigns,
does hereby release and forever discharge HALO, from any and all manner of
action and causes of action, suits, debts, dues, accounts, contracts,
agreements, judgments, claims and demands whatever, whether in law or in
equity, which now exist or may subsequently arise based on facts or
circumstances in existence on the Closing Date of this Agreement;
provided, further, however, that if NLR and the Principals fail to perform
the obligations set forth under Sections 3.2 and 3.5, at the time
specified in such Section, time being of the essence, then all the HALO
existing claims for damages or other relief, if any, shall be restored and
this Section 2.2 shall not otherwise be binding on HALO. No separate
instrument shall be required to evidence the general release contained in
this Section 2.2. Each of the Principal covenants that such Principal will
make no claim against HALO, directly or indirectly, arising out of any
subject matter released and discharged in this Section 2.2, excepting only
for breach of this Agreement.
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III. Terms of Settlement
-------------------
3.1. On the Closing Date, the Share Exchange Agreements between HALO and each
of the Principals will be rescinded and the Principals will transfer and
deliver their common shares of HALO to HALO and HALO will transfer and
deliver common shares of NLR to the Principals.
3.2. The number of NLR common shares to be delivered to the Principals and the
number of HALO common shares to be delivered to HALO are as follows:
NUMBER OF NLR NUMBER OF HALO
THE PRINCIPALS SHARES SHARES
---------------------- ------------- --------------
Xxxxxxx X. Xxxxxxx 3,300,000 3,300,000
---------------------- ------------- --------------
Xxxx Xxxxxx 1,200,000 1,200,000
---------------------- ------------- --------------
Marketworks Inc. 300,000 300,000
---------------------- ------------- --------------
Benedict Partners Ltd. 612,500 612,500
---------------------- ------------- --------------
Xxxxxx Xxxxx 40,000 40,000
---------------------- ------------- --------------
---------------------- ------------- --------------
Total 5,452,500 5,452,500
---------------------- ------------- --------------
3.3. HALO will make an offer to compromise and settle any and all potential
claims as of the Closing Date that may be raised by the former
shareholders of NLR listed in Exhibit B (the "NLR SHAREHOLDERS") to this
---------
Agreement on substantially the same terms and conditions as this Agreement
(the "NLR COMPROMISE AGREEMENTS"); provided that HALO shall only be
required to make such offers to the NLR Shareholders that return an
Investor Questionnaire, substantially in the form of Exhibit C to this
---------
Agreement, that is reasonably completed to HALO's satisfaction. For an
Investor Questionnaire to be reasonably satisfactory to HALO, HALO must be
satisfied that the representations provided by the NLR Shareholder in the
Investor Questionnaire permit HALO to distribute the NLR shares in
reliance on an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), in the United
States and an exemption from prospectus filings in British Columbia.
3.4. HALO will enter into compromise and settlement agreements with each NLR
Shareholder that executes and delivers an NLR Compromise Agreement and
transfer one share of NLR common stock for each share of HALO common stock
tendered by the NLR Shareholder as set forth on Exhibit B.
----------
3.5. In the event that an NLR Shareholder returns an Investor Questionnaire
that is satisfactory to HALO but does not execute and deliver an NLR
Compromise Agreement for any reason whatsoever or fails to tender shares
of HALO's common stock, HALO will transfer one share of NLR common stock
to that NLR Shareholder as set forth on Exhibit B.
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3.6. In the event that (a) an NLR Shareholder does not return an Investor
Questionnaire, or (b) the Investor Questionnaire is not satisfactory to
HALO, HALO will transfer and deliver to NLR all of the NLR shares not
distributed to any such NLR Shareholder as set forth on Exhibit B. After
---------
giving effect to the transactions set forth in Sections 3.1 to and
including 3.6 of this Agreement, HALO shall have no ownership interest in
or obligations to NLR whatsoever.
3.7. In the event that an NLR Shareholder that has not entered into an NLR
Compromise Agreement requests his, her or its interests in the NLR shares
of common stock, NLR will promptly reissue shares of NLR common stock to
such NLR Shareholder in the amount set forth on Exhibit B.
3.8. The NLR Advances and any inter-company debt owed by NLR to HALO will be
deemed null, void, compromised, settled and satisfied in all respects
without recourse.
3.9. The Indemnification Agreement will be deemed null and void ab initio.
3.10. The Consulting Agreement will be deemed null and void ab initio.
3.11. The Employment Agreements will be deemed null and void in all respects
effective as of the Closing Date and HALO will be liable for no amounts
owing thereunder whatsoever, including, but not limited to, any expenses.
3.12. The Principals who are presently serving as directors or officers of HALO
shall resign their respective positions on Closing of this Agreement.
3.13. The Principal Options shall be cancelled, null and void ab initio.
3.14. Any amount due and owing to any of the Principals from HALO as at the
Closing Date shall be deemed to be nil and HALO will not be liable for any
such amounts payable to the Principals whatsoever.
IV. Representations and Warranties of the Principals
------------------------------------------------
4.1. The Principals severally represent and warrant to HALO as follows with
respect to himself/herself/itself alone and not with respect to any other
of the Principals. Each Principal acknowledges that HALO is relying upon
such representations and warranties in connection with the transactions
contemplated by this Agreement:
4.1.1. the Principal has the legal capacity, power and authority to
hold the HALO shares owned by him at the Time of Closing, to
enter into this Agreement and to transfer the legal and
beneficial title and ownership of the HALO shares to HALO free
of all encumbrances;
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4.1.2. the Principal not been provided with any offering memorandum
or similar disclosure document, including financial
information, in respect of HALO or its subsidiary, NLRs
current or proposed business activities;
4.1.3. the Principal has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of an investment in the common shares of NLR (the
SECURITIES) and the Principal is able to bear the economic
risk of loss of his/her/its entire investment;
4.1.4. HALO has provided to the Principal the opportunity to ask
questions and receive answers concerning the terms and
conditions of the offering and he/she/it has had access to
such information concerning HALO and NLR as he/she/it has
considered necessary or appropriate in connection with
his/her/its investment decision to acquire the Securities;
4.1.5. the Principal is acquiring the Securities for his/her/its own
account, for investment purposes only and not with a view to
any resale, distribution or other disposition of the
Securities in violation of the United States or British
Columbia securities laws;
4.1.6. the Principal understands that the Securities have not been
and will not be registered under the Securities Act or the
securities laws of any state of the United States and that the
sale contemplated hereby is being made in reliance on an
exemption from such registration requirements;
4.1.7. the Principal understands that the Securities are being
offered without a prospectus being filed with any securities
commission in Canada and that the sale contemplated hereby is
being made in reliance on an exemption from prospectus
requirements in Canada;
4.1.8. the Principal has not purchased the Securities as a result of
any form of general solicitation or general advertising,
including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar
media or broadcast over radio, or television, or any seminar
or meeting whose attendees have been invited by general
solicitation or general advertising;
4.1.9. if the Principal decides to offer, sell or otherwise transfer
any of the Securities, he/she/it will not offer, sell or
otherwise transfer any of such Securities directly or
indirectly, unless:
(i) the sale is to NLR;
(ii) the sale is made outside the United States in a
transaction meeting the requirements of Rule 904 of
Regulation S under the Securities Act and in compliance
with applicable local laws and regulations;
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(iii) the sale is made outside of the Province of British
Columbia in a transaction meeting the requirements of
Multi-Lateral Instrument 45-102 under Canadian
securities law;
(iv) the sale is made pursuant to the exemption from the
registration requirements under the Securities Act
provided by Rule 144 there under and in accordance with
any applicable state securities or "Blue Sky" laws; or
(v) the Securities are sold in a transaction that does not
require registration under the Securities Act or any
applicable state laws and regulations governing the
offer and sale of securities, and it has prior to such
sale furnished to NLR an opinion of counsel reasonably
satisfactory to NLR;
4.1.10. the certificates representing the Securities will bear a
legend stating that such Securities have not been registered
under the Securities Act or the securities laws of any state
of the United States and may not be offered for sale or sold
unless registered under the Securities Act and the securities
laws of all applicable states of the United States or an
exemption from such registration requirements is available;
4.1.11. the certificate representing the Securities will bear a legend
stating that such Securities shall not be traded, unless
permitted under securities legislation, until the earlier of
(i) the date that is 12 months and a day after the date the
issuer first became a reporting issuer in any of Alberta,
British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and
Saskatchewan, if the issuer is a SEDAR filer; and (ii) the
date that is 12 months and a day after the later of (A) the
distribution date, and (B) the date the issuer become a
reporting issuer in the local jurisdiction of the purchaser of
the securities that are the subject of the trade; and
4.1.12. the Principal understands and agrees that there may be
material tax consequences to the undersigned of an acquisition
or disposition of the Securities. HALO gives no opinion and
makes no representation with respect to the tax consequences
to the undersigned under United States, Canadian, state,
provincial, local or foreign tax law of the undersigned's
acquisition or disposition of such Securities.
4.2 Each of Xxxxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxxxx represents and
warrants to HALO as follows with respect to himself/herself/itself alone
and not with respect to any other of the Principals. Each of Xxxxxxx
Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxxxx acknowledges that HALO is
relying upon such representations and warranties in connection with the
transactions contemplated by this Agreement:
4.2.1 HALO has not incurred any liabilities, claims, obligations,
guarantees, or commitments on behalf of NLR or any of its
subsidiary corporations other than the Employment Agreements,
the Consulting Agreement; and agreements in
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connection with HALO's acquisition of shares in the common
stock of FAR Group Inc.; and,
4.2.2 Xxxxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxxxx have been
represented by Xxxxxx & Whitney LLP in connection with this
Agreement and the matters related hereto. Any fees, expenses
or costs associated with such representation shall be the sole
expense and obligation of Xxxxxxx Xxxxxxx, Xxxx Xxxxxx and
Xxxxxxx Xxxxxxxx.
V. Representations and Warranties of HALO
--------------------------------------
5.1. HALO represents and warrants to the Principals as follows and acknowledges
that the Principals are relying upon such representations and warranties
in connection with the transactions contemplated by this Agreement:
5.1.1. HALO is a corporation duly incorporated, organized and validly
subsisting and in good standing under the laws of Utah.
5.1.2. This Agreement has been duly authorized and approved by HALO
and the Independent Director, and on Closing, will be ratified
by a majority of the board of directors of HALO not including
the Principals, and HALO has the full power and lawful
authority to consummate its obligations and transactions
contemplated by this Agreement on the terms and conditions set
forth in this Agreement.
5.1.3. No prior permit, consent, approval, authorization or other
order of or filing with any other person or entity (including,
but not limited to, the SEC) is required in connection with
the execution, delivery and performance by HALO of this
Agreement, and the transactions contemplated by this Agreement
will not result in the violation or breach of any term or
provision of, or constitute (with or without due notice or
lapse of time or both) a default under any agreement or
instrument to which HALO is a party or is bound. The
transactions contemplated by this Agreement constitute the
valid and binding obligations of HALO, enforceable against
HALO in accordance with the terms of this Agreement.
5.1.4. HALO has been represented by Xxxxxxx X. Xxxxxxxxxx, Esq. as
U.S. counsel, and DuMoulin & Xxxxxxxxx, as special Canadian
counsel, in connection with this Agreement and the matters
related hereto. Any fees, expenses or costs associated with
such representation shall be the sole expense and obligation
of HALO.
VI. Conditions of Closing and Closing
---------------------------------
6.1. HALO's Conditions to Closing. The obligation of HALO to complete the
-------------------------------
transactions contemplated in this Agreement is subject to the following
terms and conditions for the exclusive benefit of HALO, to be fulfilled or
performed at or prior to the Time of Closing
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or waived in whole or in part by HALO at its sole discretion without
prejudice to any rights the Principals may otherwise have:
6.1.1. HALO shall have received from the Principals signed Investor
Questionnaires that are completed to the satisfaction of HALO;
6.1.2. HALO shall have filed it Form 10KSB with audited financial
statements for the year ended December 31, 2002, all of which
have been certified in accordance with the SEC requirements by
Xxxxxxx X. Xxxxxxx, as principal executive officer, and
Xxxxxxx Xxxxxxx, as principal financial officer;
6.1.3. The Principals shall resign effective at the Time of Closing;
6.1.4. Xxxxxxx X. Xxxxxxx shall have caused his corporation, 637459
British Columbia Ltd. to tender at least 56,400 shares of the
common stock of HALO in connection with the NLR Compromise
Agreement to be offered pursuant to Section 3.3 of this
Agreement;
6.1.5. The representations and warranties of the Principals contained
in this Agreement shall be true and correct in all material
respects at the Time of Closing, with the same force and
effect as if such representations and warranties were made at
and as of such time; and
6.1.6. A majority of HALO's board of directors, not including the
Principals, shall have ratified and approved this Agreement.
6.2. Principals' Conditions to Closing. The obligation of the Principals to
------------------------------------
complete the transactions contemplated in this Agreement is subject to the
following terms and conditions for the exclusive benefit of the
Principals, to be fulfilled or performed at or prior to the Time of
Closing or waived in whole or in part by the Principals at their sole
discretion without prejudice to any rights HALO may otherwise have:
6.2.1. HALO shall have offers to the NLR Shareholders that return a
satisfactorily completed Investor Questionnaire to enter into
NLR Compromise Agreements;
6.2.2. HALO shall have entered into NLR Compromise Agreements with
each NLR Shareholders that have executed and delivered an NLR
Compromise Agreement;
6.2.3. The representations and warranties of HALO contained in this
Agreement shall be true and correct in all material respects
at the Time of Closing, with the same force and effect as if
such representations and warranties were made at and as of
such time; and
6.2.4. Xxxxxxx X. Xxxxxxxxxx, Esq. as U.S. counsel for HALO, shall
have delivered an opinion letter in form and substance
reasonably satisfactory to the Principals that
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(a) HALO has the full power and lawful authority to consummate
its obligations and transactions contemplated by this
Agreement on the terms and conditions set forth in this
Agreement and (b) shareholder approval is not required for the
transactions contemplated by this Agreement.
6.3. Time and Place. Upon satisfaction or waiver of the conditions to closing
----------------
set forth in Sections 6.1 and 6.2, the Closing will occur on the Closing
Date at the Place of Closing. This Agreement shall become binding upon the
exchange of executed copies thereof. The Parties may arrange for executed
copies to be held in escrow prior to the exchange, so as to facilitate the
exchange without the need for the presence of one or more of the Parties.
VII. Change of Facts
---------------
7.1. Each of the parties hereto acknowledges that to the best of his, her or
its personal knowledge and belief, the facts and circumstances as known to
each under which this Agreement has been executed and entered into are
true, accurate and complete in all material respects, and each party
further acknowledges that such facts or circumstances may in the future
prove to be different, and each assumes the risk of any such facts or
circumstances proving to be otherwise than those understood at the time of
the execution of this Agreement.
VIII. General
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8.1 The parties agree that in the event of any default hereunder by any party,
the non-defaulting parties shall be entitled to recover reasonable
attorney's fees and all costs incurred in enforcing the terms and
provisions of this Agreement; further, each party designates the State of
Utah in the United States as the forum state for any legal proceeding
respecting this proceeding, and each party consents to jurisdiction in the
State of Utah with respect to any such legal proceeding.
8.2 Except as may be otherwise expressly agreed between the parties in
writing, this Agreement constitutes the entire agreement between the
parties pertaining to the subject matter and there are no oral statements,
warranties, representations or other agreements between the parties in
connection with the subject matter except as specifically set forth or
referred to herein. No amendment, waiver or termination of this Agreement
shall be binding unless executed in writing by the party or parties to be
bound thereby. No waiver of any provision of this Agreement shall be
deemed or shall constitute a waiver of any other provision nor shall any
such waiver constitute a continuing waiver unless otherwise expressly
provided.
8.3 The representations, warranties, covenants and agreements contained in
this Agreement and in any agreement, instrument, certificate or other
document executed or delivered pursuant hereto shall survive the Closing
and shall continue in full force an defect notwithstanding any
investigation made by any party to this Agreement.
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8.4 No investigations made by or on behalf of HALO at any time shall have the
effect of waiving, diminishing the scope of or otherwise affecting any
representations or warranties made herein or pursuant hereto. No
investigations made by or on behalf of the Principals at any time shall
have the effect of waiving, diminishing the scope of or otherwise
affecting any representations or warranties made herein or pursuant
hereto.
8.5 All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense. HALO shall not bear any legal, accounting or other costs incurred
by the Principals.
8.6 Any notice or other communication required or permitted to be given
hereunder shall be in writing and delivered or sent by overnight mail,
overnight delivery or telefax and, if telefaxed, shall be deemed to have
been received on the next business day following transmittal and
acknowledgment of receipt by the recipient's telefax machine or if
delivered by hand shall be deemed to have been received at the time it is
delivered. Notices addressed to an individual shall be validly given if
left on the premises indicated below. Notice of change of address shall
also be governed by this Subsection 9.6 Notices shall be delivered or
addressed as follows:
If to HALO: Health Anti-Aging Lifestyle Options Inc.
Attention: Xxxxxx Xxxxxxx
000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX. X0X 0X0
Fax (000) 000-0000
If to the Principals: Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxx,
Xxxxxxx Xxxxxxxx, and Xxxxxxx Xxxxx
x/x Xxxxxx & Xxxxxxx XXX
#0000 - 0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
Attention: Xxxxxxx Xxx, Esq.
Any party may give written notice of change of address in the same manner,
in which event such notice shall thereafter be given to it as above
provided at such changed address.
8.7 Time shall be of the essence of this Agreement.
8.8 Each of the parties hereto agrees promptly to do, make, execute, deliver
or cause to be done, made, executed or delivered at their own expense all
such further acts, documents and things as the other party hereto may
reasonably require for the purpose of giving effect to this Agreement
whether before or after the Closing.
8.9 This Agreement is binding on and inures to the benefit of each of the
parties and their respective heirs, personal representatives, successors
and assigns and all of their past,
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present, and future principals, officers, directors, agents, and employees
and their respective heirs and legal representatives. None of the parties
may assign any rights or obligations hereunder without the prior written
consent of the other parties, which consent shall not be unreasonably
withheld.
8.10 If any covenant, obligation or agreement of this Agreement, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the
application of such covenant, obligation or agreement to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each covenant, obligation
and agreement of this Agreement shall be separately valid and enforceable
to the fullest extent permitted by the law.
8.11 Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one and
the same instrument. A facsimile signature of any party shall be
considered to have the same binding legal effect as an original signature.
Health Anti-Aging Lifestyle Options Inc.
Per:
--------------------------------------
Xxxxxx Xxxxxxx, Director
--------------------------------------
Xxxxxxx X. Xxxxxxx (aka Xxxxx Xxxxx)
-------------------------------------- ------------------------------------
Xxxx Xxxxxx Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxxxxx
Marketworks Ltd. Benedict Partners Ltd.
Per: Per:
-------------------------------------- ------------------------------------
Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx
Network Lifestyle Radio Corp. XXXX.xx, Inc.
Per: Per:
-------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxx (aka Xxxxx Xxxxx) Xxxxxxx X. Xxxxxxx (aka Xxxxx Xxxxx)
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Compromise and Settlement Agreement
Exhibit A - Stock Options
OPTIONEE NUMBER OF OPTIONS EXERCISE PRICE (USD) EXPIRY DATE
-------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx 275,000 $ 1.00 02/28/07
Xxxx Xxxxxx 225,000 $ 0.90 02/28/07
Xxxxxxx Xxxxxxxx 75,000 $ 0.90 02/28/07
Xxxxxxx Xxxxx 100,000 $ 0.90 02/28/07
Compromise and Settlement Agreement
Exhibit B - NLR Shareholders
Name: ADDRESS # OF SHARES
-----------------------------------------------------------------------------
Xxxxxx Investments Inc. Xx.0 Xxxxxxx Xxxxxxxxxx Xxxxxx 000,000
Xxxxx, Xxxx
Xxxxx, Xxxxxxx 0000 Xxx Xxxxxx Xxxx Xx 0,000
Xxx Xxx Xxxxx, XX 00000
Bulow, Xx. Xxxxxx X. 303 Timberleaf Dr. 7,500
Xxxxxxxxxxx, XX 00000
Xxxxxxx, Xxxx X. & 00000 Xxxxxx Xxxxxx 12,500
Xxxxxxx, Xxxxx X. JTTEN Xxxxxx Xxxx, XX 00000
CCD Consulting Glockengasse 4 650,000
Commerce Distribution AG Xxxxxxxx 0000
0000 Xxxxx, Xxxxxxxxxxx
Cellular Management Corp. 000 Xxxxxxxxx Xx. 80,000
BNFT PP X.X. Xxxxx XXXX Xxxx Xxxxxx, XX 00000
Xxxxxxxx, Xxxxxx 00 Xxxx Xxxx, Xxxxxxxx No. 2 650,000
Xxxxxx Church
Barbados, West Indies
Xxxxx, Xxx 1000 Xxxxx Road 4,000
Xxxxx'x Xxxx, XX 00000
Xxxxx, Xxxxxxx & Xxxxx 0000 Xxxxxxx Xx 0,000
Xxxxxxxx, XX
H.E. Capital S.A. Casa del Sol, MJ19 Xxxxx Xxxxxx 000,000
Xxxxx Xxxxxx, Xxxxx
Xxxxxxxxx Xxxxxxxx
-14-
Name: ADDRESS # OF SHARES
-----------------------------------------------------------------------------
Xxxxx, Xxxxxx X. 000 Xxxxxxxxxxx Xxxxx 20,000
Xxxxxxx, XX 00000
Xxxxxxx, Xx. Xxxxxxx 155 E. Mill 10,000
Xxxxxxxxxx, XX 00000
Jem Holdings 00000 Xxxxxx Xxxxxx Xxxxx 00,000
Xxxxxx Xxxx, XX 00000
Xxxxx Xxxx 000 Xxxxxxxxxx Xxxxx 000,000
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxx 000 X. Xxxxxxx Xx. #0000 20,000
Xxxxxxxxxxx, XX 00000
Xxxxxxx, Xxxxx 0000 Xxxxxxxxx Xxxxx 0,000
Xxxxxx, XX 00000
Xxxxx, Xx. Xxxxxxx 0000 Xxxxx Xxxx 00,000
Xxxxx Xxxxx, XX 00000
Xxxxx, Xxxxxxx 8479 London Ct 7,500
Xxxxxxxxxx, XX 00000
Mediasoft Group Inc. ATC Trustees BVI Ltd. 400,000
Box 933 Xxxxxx Bld. FL 2
RD TWN Tortola BVI
Xxxxxx, Xxxxx 0000 Xxxxx Xxxx Xxxx 2,000
Saunderstown RI
Ming Capital Enterprises Ltd. Xxxxxxx Xxxxx, 00 Xxxxxxx Xxxxxx 650,000
PO Box N-7755
Nassau, Bahamas
Xxxxx III, Xxxx Xxxxxx XX Xxx 000 0,000
Xxxxxxxx, XX 00000
Moeykins, Xxxxxxx X. 00 X. Xxxx Xxxxx Xxxxxx 9,600
Xxx Xxxxxxxxx, XX 00000
Xxxxxx, Xxxx 00000 Xxxxxx Xxxxxx 0,000
Xxxxxx Xxxx, XX 00000
Omega Corporation Suite 13, First Floor 100,000
Olizji Trade Center
Xxxxxxx Xxxxxx Street
Victoria, Mahe
Republic of Seychelles
-15-
Name: ADDRESS # OF SHARES
-----------------------------------------------------------------------------
Onyx Capital Corp 00 Xxxxxx Xxxxxx 000,000
Xxxxxx Xxxx, Xxxxxx
Xxxxx, Dr. Xxxx 00000 Xxxxxx Xxxx Xx 7,500
Xxxxxx, XX 00000-0000
Partner Marketing XX Xxxxxxx 0 000,000
0000 Xxxxxxxxx, Xxxxxxxxxxx
Xxxxxx, Xxx 00000 Xxxxxx Xxxxxx 000,000
Xxxxxx Xxxx, XX 00000
Xxxx, Xxxxx 1259 Timberwyk 10,000
Xxxxxx, XX 00000
Xxxxx, Xxxxx X. 000 Xxxxxxxxxxx Xxxxx 00,000
Xxxxxxxxxxx, XX 00000
Xxxxxxx, Xxxxx 0000 Xxxxxxxx Xx. 00,000
Xxxxxxxxxx, XX 00000
Xxxx, Xx. Xxxxxx 0000 Xxxxxxxxxx Xx. 7,500
Dayton,.OH 45458
Xxxxx, Xxxxxx 0000 Xxxx Xxxxxx Xxxx 00,000
Xxxx Xxxxxx, XX 00000
Seloz Gestion & Finance SA 0, Xxx Xxxx-xx-Xxxxxx 650,000
1211 Xxxxxx 0, Xxxxxxxxxxx
Turf Holding Inc. Xxxxxxxxx Xxxxx, 0 Xxxx Xxxx Xx. 575,000
Nassau, Bahamas
Vanblaridum, Xxxxxxx 00000 Xxxxxxx Xxxxxxxxxx Xxxx 12,000
Xxxxxxx, XX 00000
Volarich, Drs. Xxxxx & Xxxxx 0000 X. Xxxxxx Xxxx, #000 4,000
Xxxxx Xxxxx, XX 00000
Xxxxxxx, Xxx 0000 Xxxxxxxxxx Xxxxx 0,000
Xxxxxx, XX 00000
Xxxxxxx, Xxxxx 0000 Xxx Xxxxxx 00,000
Xxxxx Xxxxxxx, XX 00000
637459 British Columbia Ltd. 0000 Xxxxxxxxx Xxxxx 000,000
Xxxx Xxxxxxxxx, XX X0X 0X0
GRAND TOTAL 6,161,633
-16-
Compromise and Settlement Agreement
Exhibit C - Investor Questionnaire
With the understanding that the purpose of this Questionnaire is to determine
whether the Undersigned shall be entitled to receive shares of Network Lifestyle
Radio Corp. ("NLR") from Health Anti-Aging Lifestyle Options Inc. ("HALO"), the
Undersigned represents and warrants to HALO that:
STATEMENT #1 - THE UNDERSIGNED SATISFIES ONE OR MORE OF THE CATEGORIES
INDICATED BELOW (PLEASE PLACE AN "X" ON THE APPROPRIATE LINES):
Category 1. An organization described in Section 501(c)(3) of the
----
United States Internal Revenue Code, a corporation, a Massachusetts or
similar business trust or partnership, not formed for the specific
purpose of acquiring common shares of Network Lifestyle Radio Corp.
(the "Securities"), with total assets in excess of US$5,000,000;
Category 2. A natural person whose individual net worth, or joint
----
net worth with that person's spouse, at the date hereof exceeds
US$1,000,000;
Category 3. A natural person who had an individual income in
----
excess of US$200,000 in each of the two most recent years or joint
income with that person's spouse in excess of US$300,000 in each of
those years and has a reasonable expectation of reaching the same
income level in the current year;
Category 4. A trust that (a) has total assets in excess of
----
US$5,000,000, (b) was not formed for the specific purpose of acquiring
the Securities and (c) is directed in its purchases of securities by a
person who has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an
investment in the Securities;
Category 5. A director or executive officer of Network Lifestyle
----
Radio Corp. ("NLR");
Category 6. An entity in which all of the equity owners satisfy
----
the requirements of one or more of Category 1-5;
Category 7. Is a person, either alone or with the aid and
----
assistance of a purchaser representative(s), has such knowledge and
experience in financial and business matters, education, employment or
other factors to be capable of evaluating the merits and risks of the
prospective investment, when the issuer reasonably believes
immediately prior to making a sale that such purchaser comes within
this description - If you marked an "X" for Category 7, please
complete the following:
-------------------------------------------------- ------------------
Do you need a personal representative to assist
you in an evaluation of the risks and merits of [ ] Yes [ ] No
the prospective investment?
-------------------------------------------------- ------------------
Category 8. he/she/it does not satisfy any of the above indicated
----
Categories 1-7.
-17-
--------------------------------------------------------------------------------
STATEMENT #2 - THE UNDERSIGNED SATISFIES ONE OR MORE OF THE CATEGORIES INDICATED
BELOW (PLEASE PLACE AN "X" ON THE APPROPRIATE LINES AND COMPLETE THE REQUISITE
INFORMATION WHERE THE "X" IS MARKED):
--------------------------------------------------------------------------------
Category 9. he/she is a director, senior officer or control
----
person of the NLR, or an affiliate of NLR;
Category 10. he/she is a spouse, parent, grandparent, brother,
----
sister or child of a director, senior officer or control person of NLR
named below, or of an affiliate of NLR
Name of director, senior officer or control person:
--------------------------------------------------
Specify relationship:
--------------------------------------------------
Category 11. he/she is a close personal friend of a director,
----
senior officer or control person of NLR, or of an affiliate of NLR and
has known the person named below, directly, for a sufficient period of
time to be in a position to assess the capabilities and
trustworthiness of the person named below (Refer to Note 1 below):
Name of director, senior officer or control person:
--------------------------------------------------
Category 12. he/she is a close business associate of a director,
----
senior officer or control person of NLR, or of an affiliate of the
NLR, named below (Refer to Note 1 below):
Name of director, senior officer or control person:
--------------------------------------------------
Category 13. a person or company that is wholly-owned by any
----
combination of persons or companies described in Categories 9-12
above;
Category 14. an individual who, either alone or jointly with a
----
spouse, beneficially owns, directly or indirectly, financial assets
having an aggregate realizable value that before taxes, but net of any
related liabilities, exceeds CDN $1,000,000;
Category 15. an individual whose net income before taxes exceeded
----
CDN $200,000 in each of the two most recent years or whose net income
before taxes combined with that of a spouse exceeded CDN $300,000 in
each of the two most recent years and who, in either case, reasonably
expects to exceed that net income level in the current year;
-18-
Category 16. a corporation. limited partnership, limited
----
liability partnership, trust or estate, other than a mutual fund or
non-redeemable investment fund, that had net assets of at least
CDN$5,000,000 as shown on its most recently prepared financial
statements;
Category 17. a person or company in respect of which all of the
----
owners of interests, direct or indirect, legal or beneficial are
persons or companies that are described in Categories 14-16 above;
Category 18. he/she/it does not satisfy any of the above
----
indicated Categories 9-17.
Dated this day of February 2003.
------
------------------------------------------
(Print Name)
------------------------------------------
(Residential Address)
------------------------------------------
(City, State/Province, Zip/Postal Code)
------------------------------------------
(Signature)
------------------------------------------
If Corporation or other entity,
print name of signatory and title
---------------------------------------------------------------------------
Note 1: An individual in not a close personal friend solely because the
individual is a member of the same organization, associate or religious
group.
A casual business associate or a person introduced or solicited for the
purpose of purchasing securities is not a close business associate.
An individual is not a close personal friend or close business associate
solely because the individual is a client or former client.
The relationship between the purchaser and the director, senior officer or
control person must be direct. For example, a close personal friend of a
close personal friend does not qualify for this category. Nor does a close
business associate of a close business associate qualify for this category.
-19-
