SETTLEMENT AGREEMENT
AND MUTUAL RELEASE
This
Confidential Settlement Agreement and Mutual Release (“
Agreement ”) is dated as of October 5, 2007 and
is hereby entered into between NANA YALLEY (“
Yalley ”), and WINSONIC DIGITAL MEDIA GROUP,
LTD (“ Winsonic ”
or the “ Company ”).
RECITALS
WHEREAS,
certain claims and disputes between the parties have arisen as
a result of certain acts and occurrences which are the subject
of a civil action (“Civil Action”) styled, Nana
Yalley v. Winsonic Digital Media Group, Ltd ; Case No.
A529885, currently pending before the Eighth Judicial District
Court in the State of Nevada, Department 13; and
WHEREAS,
the parties, without conceding or admitting liability,
conclude that it serves their respective interests to avoid
the expenditure of additional time, effort and resources in
litigating their disputes and in continuing the Civil Action,
and that they now wish to fully, finally and forever settle
and compromise their claims and disputes against each other,
including but not limited to any and all claims to attorneys
fees, costs and other expenses, and to release, discharge and
terminate all claims, demands, controversies, suits, causes of
action, damages, rights, liabilities and obligations which the
parties may have against each other, including but not limited
to, the claims and counterclaims set forth in the Civil
Action, which either have been asserted or which could have
been asserted.
NOW,
THEREFORE, in consideration of the following terms, covenants
and conditions set forth herein, the parties hereby agree as
follows:
SETTLEMENT TERMS
1.
Simultaneously
with the execution of this Agreement, Winsonic shall issue to
Yalley one million, eight hundred sixty four thousand, two hundred
and eighty-six (1,864,286) restricted shares of common stock of the
Company.
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a.
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These
shares are being issued with a Restrictive Legend expiration date
of December 9, 2007.
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b.
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The
issuance of these shares has been approved by the Board of
Directors of Winsonic, as evidenced by the Written Consent of the
Board of Directors attached hereto as Exhibit
“A”.
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c.
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Simultaneously
with the execution of this Agreement, Winsonic and its counsel
shall execute, and will cause to be delivered to Pacific Stock
Transfer Company (“ Pacific”) within three (3)
business days following the execution of this Agreement
the Opinion Letter attached hereto as Exhibit
“B.”
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Simultaneously
with the execution of this Agreement, Winsonic shall issue to
Yalley one hundred thousand (100,000) restricted shares of common
stock of the Company.
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a.
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These
shares are being issued with a Restrictive Legend expiration date
of October 5, 2009.
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b.
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The
issuance of these shares has been approved by the Board of
Directors of Winsonic, as evidenced by the Written Consent of the
Board of Directors attached hereto as Exhibit
“A”.
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c.
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Simultaneously
with the execution of this Agreement, Winsonic and its counsel
shall execute, and will cause to be delivered to Pacific Stock
Transfer Company (“ Pacific”) within three (3)
business days following the
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