|
Exhibit 10.3 SETTLEMENT AGREEMENT AND MUTUAL GENERAL
RELEASE
This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter
referred to as the “Agreement”) is made and entered
into by Goldrange Trading Ltd. (“Claimant”) and Global
Roaming Distribution, Inc. (“GRDB”), (collectively
“Parties”) for the following purpose and with reference
to the following facts:
A. “Releasee”
is defined herein as GRDB and includes Global Roaming, Inc., an
affiliate of GRDB as of the execution of this Agreement.
B. The
Parties hereto are involved in a dispute concerning the purchase of
SIM cards as evidenced by the invoice attached hereto as Exhibit A
(“Purchase Order”). Wherein, Claimant
alleges that the Releasee failed to deliver on time and completely
the SIM cards paid for in the amount of $450,000.
C. Releasee
has delivered to Claimant 554 SIM cards with a total value of
$55,400.
D. Releasee
has informed Claimant that it is not able to deliver the balance of
the order as a result of Releasee’s financial condition.
E. Releasee
has offered to provide Claimant a refund of $394,600 in the form of
a convertible promissory note in substantially the same form as
attached hereto as Exhibit B (“Note”).
F. With
this Agreement, the parties and each of them intend to release and
discharge each other, collectively and individually, of and from
any and all rights, duties, obligations, claims, demands, causes of
action, damages, loss, costs, attorneys’ fees and expenses of
any kind or nature whatsoever, known or unknown, which the parties,
and each of them, have against any or all of each other by reason
of the Purchase Order, as well as any and all matters known,
unknown or discoverable at the time of this
Agreement. This Agreement is intended to mutually
discharge Claimant and Releasee from any liability, known or
unknown, relating to, arising out of, associated with and/or in any
manner connected with the Purchase Order pursuant to the full and
timely performance of the following terms and conditions in the
manner prescribed herein.
NOW THEREFORE, for good and valuable consideration, including the
general release described and contained below, and the compromise,
settlement of all claims asserted by the parties to this Agreement
each hereby agrees as follows:
|
1.
|
Releasee represents and warrants that each of the 2,500 SIM
cards paid for by Claimant on the Purchase Order carried an airtime
of $100, and that of the 2500 SIM cards, 554 SIM cards have been
delivered. Immediately prior to the execution of this
Agreement, the balance of the Purchase Order included 1,996 SIM
cards and related services for all 2,500 SIM Cards that were not
delivered.
|
1
|
2.
|
As consideration and payment in full and complete settlement of
all claims, actions, causes of action, demands, rights, damages,
costs, loss of service, expenses, compensation, charges, demands,
and/or obligations whatsoever that Claimant has or may have as to
Releasee, arising out of the Purchase Order, Releasee shall deliver
to Claimant the Note.
|
|
3.
|
In consideration of, and upon receipt of the Note, and for other
valuable consideration, the Parties shall forego any rights they
have or may have against each other now and in the future.
|
|
4.
|
Each party shall bear its own attorney’s fees and
costs.
|
|
5.
|
This Agreement shall not be construed in any way as an admission
by any party of any unlawful or wrongful acts against, or other
liability whatsoever to each other or any other
person. All parties specifically disclaim any liability
to, or wrongful acts against each other or any other person on the
part of themselves, their agents, representatives or
successors-in-interest and assigns.
|
|
6.
|
Except as set forth herein, each party to this Agreement does
hereby, for themselves and for their heirs, successors, assigns,
legal or other representatives, executors, agents, attorneys,
administrators, successors-in-interest, irrevocably and
unconditionally release, acquit and forever discharge each other,
their heirs, legal or other representatives, executors, agents
attorneys, administrators, successors-in-interest, employees,
owners and assigns, and each of them, from any and all
administrative claims, lawsuits, claims, actions, demands or other
legal responsibilities of any kind which they may have based on or
arising out of the Purchase Order.
|
Without in any way limiting the generality of the foregoing
language, this release shall include all claims arising out of the
Purchase Ord
|
