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GENERAL RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

GENERAL RELEASE AND SETTLEMENT AGREEMENT | Document Parties: SMART VIDEO TECHNOLOGIES INC You are currently viewing:
This Settlement Agreement involves

SMART VIDEO TECHNOLOGIES INC

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Title: GENERAL RELEASE AND SETTLEMENT AGREEMENT
Governing Law: Georgia     Date: 1/17/2007
Industry: Business Services     Sector: Services

GENERAL RELEASE AND SETTLEMENT AGREEMENT, Parties: smart video technologies inc
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EXHIBIT 10.1

 

GENERAL RELEASE AND SETTLEMENT AGREEMENT

 

This General Release and Settlement Agreement (“Agreement”) is made this 11th day of January, 2007 by and between SmartVideo™ Technologies, Inc. d/b/a uVuMobile™ (the “Company”) and the Claimant Parties (as defined herein). The term “Parties” shall refer to the Claimant Parties and the Company collectively.

 

WITNESSETH :

 

WHEREAS, Bruce and Donna Breit, Robert A. Breit, James L. Chittaro, Joel Cohen, Robert Gruen, Lawrence Hanson, Richard Himmelman, Ronald Himmelman, Karyn Keller, Peter M. Vilim Revocable Trust and Robert Winskowicz (collectively the "Breit Plaintiffs") have asserted certain claims and rights against and with respect to the Company, including, but not limited to, those claims made in Civil Action No. 1:06-CV-850-MHS currently pending in the United States District Court for the Northern District of Georgia (the "Breit Lawsuit");

 

WHEREAS, William B. Bandy, Thomas Bivens and J. Mark Leho (collectively the "Bandy Plaintiffs") have asserted certain claims and rights against and with respect to the Company, including, but not limited to, those claims made in Civil Action No. 1:06-CV-2389-MHS currently pending in the United States District Court for the Northern District of Georgia (the "Bandy Lawsuit");

 

WHEREAS, Christopher Devone (the "Devone Plaintiff") has asserted certain claims and rights against and with respect to the Company, including, but not limited to, those claims made in Civil Action No. 1:06-CV-2388-MHS currently pending in the United States District Court for the Northern District of Georgia (the "Devone Lawsuit");

 

WHEREAS, the Richard J. Seifert Trust and the Rita M. Seifert Trust (collectively the "Seifert Plaintiffs") have asserted certain claims and rights against and with respect to the Company, including, but not limited to, those claims made in Civil Action No. 1:06-CV-2391-MHS currently pending in the United States District Court for the Northern District of Georgia (the "Seifert Lawsuit");

 

WHEREAS, John L. Walters and Robert T. Campbell (collectively the "Walters Plaintiffs") have asserted certain claims and rights against and with respect to the Company, including, but not limited to, those claims made in Civil Action No. 1:06-CV-2390-MHS currently pending in the United States District Court for the Northern District of Georgia (the "Walters Lawsuit");

 

WHEREAS, Steven Himmelman, Brian Boxer, Vittoriano DiLuzio, Jerry Bratton, and Darren Breitkreuz (collectively the "Other Claimants") believe they have certain claims and rights against and with respect to the Company; and

 

WHEREAS, Alan Frank and Alan L. Frank Law Associates, P.C. (collectively "Frank") represent the Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert Plaintiffs, the Walters Plaintiffs, and the Other Claimants with respect to those certain claims and rights referenced above;

 

 

 


 

 

WHEREAS, the Breit Plaintiffs, the Bandy Plaintiffs, the Devone Plaintiff, the Seifert Plaintiffs, the Walters Plaintiffs, the Other Claimants, and Frank (collectively the "Clamant Parties") desire to resolve all claims and rights alleged in the Breit Lawsuit, the Bandy Lawsuit, the Devone Lawsuit, the Seifert Lawsuit, and the Walters Lawsuit (collectively the "Lawsuits") and any and all other claims and rights against the Company.

 

NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AGREEMENT

 

1.       Effective Date . This Agreement shall become effective on January 11, 2007 (“the Effective Date”).

 

2.       Payment and Registration Rights .

 

(a)       Payment . The Company will issue Six-Million (6,000,000) shares of common stock (the “Common Stock”) to the Claimant Parties to be allocated to them as solely agreed to by and between the Claimant Parties. The inability of the Claimant Parties to agree on the proper allocation of the common stock will not affect the validity or enforceability of this Agreement. The Company may rely upon the written representation of Frank as to the proper allocation of the Common Stock. Assuming Frank notifies the Company in writing of the proper allocation of the Common Stock on or before January 16, 2007, the Company will use its best efforts to issue the applicable stock certificates and deliver them to Frank by January 30, 2007.

 

(b)       Taxes and Indemnity . The agreed upon value for Federal income tax purposes for each share of Common Stock (the "Share Basis") will be the lower of fifty percent (50%) of the publicly traded closing price of the Company’s stock on (i) the Effective Date, or (ii) the day on which the Stock Certificates for the Common Stock are physically received by Frank. The Company will issue to each of the Claimant Parties an IRS Form 1099 reflecting their pro rata share (inclusive of attorneys' fees) of the Share Basis for the Common Stock. The Claimant Parties shall be solely responsible for the payment of any taxes or any withholdings resulting from the issuance of the Common Stock and shall, jointly and severally, indemnify the Company and hold the Company harmless from any taxes, amounts required by law to be withheld as a result of the issuance of the Common Stock, penalties, costs, expenses and interest assessed against, paid by, or incurred by the Company as a result of or relating to the issuance of the Common Stock, the Share Basis, or the reporting of the Share Basis to any government authority or to the Claimant Parties, including but not limited to reporting the Share Basis for the Common Stock on IRS Form 1099.

 

(c)       Legend on Common Stock . The Claimant Parties each hereby acknowledge, understand and agree that the Common Stock will be legended and restricted securities within the meaning of the Securities Act of 1933, and that as such, such shares may not be offered or sold publicly unless such shares are registered under the Securities Act of 1933 or offered and sold pursuant to an exemption therefrom.

 

(d)       Registration Rights Agreement . The Parties agree to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) which shall include, among others, the following terms:

 

 

 


 

 

(i)      The Company will prepare a registration statement on Form S-1 covering the resale of the Common Stock under Rule 415 of the Securities Act of 1933 (the “Registration Statement”) which will be filed with the United States Securities and Exchange Commission (the "SEC") on or before February 12, 2007. The Company shall pay for the cost of the Registration Statement as set forth in the Registration Rights Agreement. The Company will use its best efforts to have the Registration Statement declared effective by the SEC on or before April 5, 2007. Notwithstanding the above, if the SEC notifies the Company that the SEC intends to review the Registration Statement, the Company will use its best efforts to have the Registration Statement become effective as soon as reasonably practical after the SEC review, but in no event will the Company be required to meet the April 5, 2007 deadline.

 

(ii)      The Company will use its best efforts for a period of five (5) years to maintain the effectiveness of the Registration Statement in accordance with the terms of the Registration Rights Agreement. Notwithstanding the above, the Registration Rights Agreement shall provide that the Company may suspend the use of the Registration Statement for periods not to exceed thirty days in length if, in the good faith opinion of the Board of Directors of the Company, after consultation with counsel, material, nonpublic information exists, including without limitation, due to the passage of time or the existence of pending material corporate developments, the public disclosure of which would be necessary to cause the Registration Statement to be materially true and to contain no material misstatements or omissions, and in each such case, where, in the good faith opinion of the Board of Directors, such disclosure will require time to develop or would be reasonably likely to have a material adverse effect on the Company.

 

(iii)      Claimant Parties will provide information as is reasonably requested by the Company be included in the Registration Statement. All of such information shall be true and correct in all material respects.

 

The final terms of the Registration Rights Agreement shall be as mutually agreed to by the Parties.

 

3.       Release of Claims by Claimant Parties . As a material inducement to the Company to enter into this Agreement, the Claimant Parties hereby irrevocably release the Company and each of the owners, stockholders, predecessors, successors, directors, officers, employees, representatives, attorneys, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such subsidiaries and affiliates) of the Company, and all persons acting by, through, under or in concert with them, including without limitation, Michael Criden, Justin A. Stanley, Glenn Singer, Richard Bennett and Ron Warren (collectively the “Releasees”), from any and all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or


 
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