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Exhibit 10.23
THIS RELEASE AGREEMENT dated September 26, 2006.
BETWEEN:
LOGICAL SEQUENCE INCORPORATED., a
body corporate
("LSI")
OF THE FIRST PART
- and -
SHANNON INTERNATIONAL INC., a body
corporate
("Shannon")
OF THE SECOND PART
- and -
LARNACA LIMITED, a body corporate
("Larnaca")
OF THE THIRD PART
- and -
MAX WANDINGER,
("Wandinger")
OF THE FOURTH PART
WHEREAS pursuant to an agreement dated August 15, 2002 by and between Larnaca
and LSI, formerly known as 1525042 Ontario Limited, Larnaca directed that
50,000
shares of LSI preferred stock were to be issued in the name of Wandinger (the
"August 2002 Agreement" and the "Preferred Shares", respectively).
AND WHEREAS the Preferred Shares were never created or issued pursuant to the
laws of the Province of Ontario;
AND WHEREAS Larnaca has agreed to waive and disclaim any and all interest in
and
to the August 2002 Agreement and the Preferred Shares in consideration of a
full
release from LSI and Shannon;
AND WHEREAS: Wandinger has agreed to waive and disclaim any and all interest in
and to the August 2002 Agreement and the Preferred Shares in consideration of a
full release from LSI and Shannon;
<PAGE>
NOW THEREFORE THE PARTIES HERETO HAVE AGREED as follows in consideration of the
mutual covenants and agreements hereinafter set forth:
1. Jeremy Northcote (solely in the role
as Director of Lawtec Services
Limited, the Corporate Director of
Larnaca ("Lawtec") and Larnaca represent
and warrant to LSI that Lawtec is an
officer and director of Larnaca, a
corporation formed under the laws of
the Turks and Caicos Islands, and has
full authority to execute this
Agreement on behalf of Larnaca, without the
approval or consent of any third
party with respect to the matters to which
this Settlement Agreement relate.
2. Larnaca waives any and all claims
relative to the August 2002 Agreement and
the Preferred Shares and agrees to
be forever estopped from asserting any
such rights thereto in law or in
equity in any jurisdiction.
3. Larnaca acknowledges that the below
release of claims is and shall be valid
consideration for the transfer of
assets set forth in the August 2002
Agreement and that Larnaca has no
right,







