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GENERAL RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

GENERAL RELEASE AND SETTLEMENT AGREEMENT | Document Parties: UVUMOBILE, INC You are currently viewing:
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UVUMOBILE, INC

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Title: GENERAL RELEASE AND SETTLEMENT AGREEMENT
Governing Law: Georgia     Date: 5/22/2009
Industry: Business Services     Sector: Services

GENERAL RELEASE AND SETTLEMENT AGREEMENT, Parties: uvumobile  inc
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Exhibit 10.24

 

GENERAL RELEASE AND SETTLEMENT AGREEMENT

 

This General Release and Settlement Agreement (“Agreement”) is made this 29th day of December, 2008 by and between uVuMobile, Inc. (the “Company”) and the Beaton Family (as defined herein). The term “Parties” shall refer to the Beaton Family and the Company collectively.

 

WITNESSETH :

 

WHEREAS, William J. Beaton, Jr., William J. Beaton Jr. Trust, William J. Beaton, III, William J. Beaton III IRRV TR UA, Kathleen L. Cote, Ronald K. Beaton, James E. Beaton, and Robert A. Beaton (collectively the "Beaton Family") have asserted certain claims and rights against and with respect to the Company, including, but not limited to, certain claims and rights they believe they have respect to the Company; and;

 

WHEREAS, the Beaton Family desires to resolve all claims and rights alleged 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 December 29, 2008 (“the Effective Date”).

 

2.       Payment.

 

(a)     Payment .  The Company will issue Six-Million (6,000,000) shares of common stock (the “Common Stock”) to the Beaton Family to be allocated to them as solely agreed to by and between the Beaton Family.  The inability of the Beaton Family 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 Kathleen L. Cote as to the proper allocation of the Common Stock.  Assuming Kathleen L. Cote notifies the Company in writing of the proper allocation of the Common Stock on or before January 15, 2008, the Company will use its best efforts to issue the applicable stock certificates and deliver them to Kathleen L. Cote by January 30, 2008.

 

(b)    Taxes and Indemnity . Except as may be set forth by the rules and regulations of the Internal Revenue Service, 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 Kathleen L. Cote.  The Company will issue to each of the Beaton Family an IRS Form 1099 reflecting their pro rata share of the Share Basis for the Common Stock.  The Beaton Family 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 Beaton Family, including but not limited to reporting the Share Basis for the Common Stock on IRS Form 1099.

 

 


 

 

 

(c)     Legend on Common Stock .  The Beaton Family 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.

 

3.       Release of Claims by the Beaton Family . As a material inducement to the Company to enter into this Agreement, the Beaton Family 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, Daniel McKelvey, Richard Seifert, William Scigliano, Scott Hughes, 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 unknown, including, but not limited to, any claim of breach of fiduciary duty, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort, or any federal, state or other governmental statute, regulation or ordinance (the “Claim” or “Claims”), which the Beaton Family may have had, now have, or claim to have, or which the Beaton Family at any time hereinafter may have or claim to have, against each or any of the Releasees occurring up to and including the Effective Date.  Notwithstanding the above, the Beaton Family shall continue to own the shares, if any, they owned prior to the Effective Date; however, claims accruing or arising prior to the Effective Date relating to those shares are released hereby.

 

4.        Covenants Not to Sue .   The Beaton Family agrees that they will not hereafter file or pursue any claims, grievances, complaints, lawsuits, or arbitrations against Releasees based on any Claim.

 

5.        Confidentiality of this Agreement


 
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