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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