CONFIDENTIAL
REDEMPTION,
SETTLEMENT AND RELEASE AGREEMENT
THIS
REDEMPTION SETTLEMENT AND RELEASE AGREEMENT (the "
Agreement ")
is
dated
as of this 6
th day
of June (the "
Effective Date ")
by and among CX2 TECHNOLOGIES, INC., a Nevada corporation (the
"
Company "),
ADAM and JULIE REISER, husband and wife (
“Reiser” ),
MICHAEL RAND, an individual (
“Rand” ),
ALBERT KOENIGSBERG (
“Albie” )
and DIGITAL DIAL, LLC, a Florida limited liability company
("
Digital ").
RECITALS:
A.
Gulf Coast Ventures, Ltd. (
“Gulf” )
was issued 10,000,000 shares of the Company's common stock (the
"
Gulf Shares "),
by former management of the Company in exchange for consideration
the Company never received.
B.
Pursuant to the terms and conditions contained herein, the
parties agree to cancel the Gulf Shares and return them to the
Company.
AGREEMENT:
ARTICLE I
FINANCIAL TERMS; RESIGNATION
1.1.
Return of Shares. On
or before the Closing, as defined below, Reiser shall deliver to
the Company those Company stock certificates in his possession that
are registered in Gulf’s name as set forth in Schedule 1.1
referred to herein as the “Gulf Shares” totaling
10,000,000 shares issued as Certificate Number 1636.
1.2.
Medical Bill Payment.
Reiser
shall receive a check in the amount of $3,000 (
“Medical Payment” )
as payment for all outstanding and unpaid medical bills incurred
while employed by the Company and a payment of $5,000 for past
services rendered to the Company (“
Cash Payment ”).
1.3.
Return of Records. If
requested by Rand, Reiser shall execute a signature card for the
Company’s bank account ending in numbers 6231 and deliver it
to the Company as of the Closing.
1.4.
Closing. The
closing of the transactions described in this Article I
contemplated herein (the "
Closing ")
shall occur at the Company's offices, 3700 Airport Road, Suite
410B, Boca Raton, Florida 33431 at the earliest practicable date
but in no event later than June 6, 2008.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
With
respect to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 below, Reiser
hereby jointly and severally represents and warrants, and with
respect to Section 2.3 and Section 2.5, Digital represents and
warrants to the Company as of the date of this Agreement, and,
solely with respect to Section 2.4 below, the Company
represents and warrants to Reiser as of the date of this
Agreement that:
2.1.
Gulf Shares Free from Claims. Reiser
has been given the authority by the registered holder to remit the
Gulf Shares back to the Company and the registered holder of the
Gulf Shares is the beneficial owner of each such share. All such
Gulf Shares were not duly or validly issued as no consideration was
received but are free and clear from any lien, claim, pledge,
charge or encumbrance. Other than this Agreement, there are no
outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities or other agreements or
commitments now obligating the Gulf Shares, or if hereafter
exercised would require any such registered holder, to transfer or
surrender any of the Gulf Shares.
2.2.
Agreement Binding. Neither
the execution, delivery, nor performance of this Agreement by
Reiser will, with or without the giving of notice or the passage of
time, or both, conflict with or result in a default, right to
accelerate or loss of rights under, or result in the creation of,
any lien, charge or encumbrance or any franchise, mortgage, deed of
trust, lease, license, agreement, understanding, law, rule or
regulation, or any order, judgment or decree to which Reiser is a
party or by which Reiser may be bound or affected.
2.3.
Full Settlement. Reiser,
Cohen and Digital agree that upon the Closing of this Agreement, no
further compensation is due or owing to Gulf or Reiser from the
Company or any of its respective officers, directors, accountants,
legal advisors, or any other agent, whether in the form of cash or
non-cash compensation, with respect to any relationship between the
Company and Reiser. Reiser further acknowledges that the Medical
Payment and Cash Payment are being paid to Reiser in lieu of
payment to Gulf for redemption and cancellation of the Gulf
Shares.
2.4.
Full Settlement. The
Company agrees that upon the Closing of this Agreement, no further
compensation is due or owing to the Company from Reiser, or any of
his respective officers, directors, accountants, legal advisors, or
any other agent, whether in the form of cash or non-cash
compensation, with respect to any relationship between the Company
and Gulf or Reiser.
2.5.
Authority.
The
manager and member(s), as applicable, of Digital have duly
authorized the execution of this Agreement and the consummation of
the transactions contemplated herein. Digital, Rand, Albie and
Reiser each have the full power and authority to execute, deliver
and perform this Agreement, and this Agreement is a legal, valid
and binding obligation of Digital, Rand, Albie, and Reiser and is
enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, and similar
statutes affecting creditors’ rights generally and judicial
limits on equitable remedies.
2.6.
General.
The
re
