SETTLEMENT AGREEMENT AND
RELEASE
This Settlement Agreement and Release
(“Agreement”) is entered into as of February 12, 2007,
by and between Roanoke Technology Corp., a Florida corporation
(“the “Company”) and David Smith
(“Smith”).
WHEREAS, the Company and Smith have mutually
determined that Smith shall receive $50,000 and shall be released
from any further obligations to the Company in consideration for
Smith releasing the Company from any and all obligations owed to
Smith by the Company pursuant to his employment agreement or any
other agreement with the Company as well as Smith returning all
shares of the Company’s stock held in his name to the Company
(“Shares”).
WHEREAS, in order to settle all claims known or
unknown between them, the parties have agreed to settle and
compromise all claims between them on the terms set forth
herein.
NOW,
THEREFORE, in
consideration of the promises, covenants and releases set forth
below, the parties do hereby promise, covenant and agree as
follows:
1. The parties acknowledge that the consideration
tendered and received herein, the promises, undertakings,
representations and releases made or given, and the execution of
this Agreement are in compromise and settlement of disputed claims.
The parties are willing to perform their obligations hereunder for
the purpose of resolving their differences. Nothing herein is
intended, and nothing herein shall be construed, as an admission of
fault or liability on the part of any party hereto.
2. The Company and Smith agree that, other than as
set forth in this Agreement, there that there shall be no further
obligations by either party to the other party.
3. The Company agrees to pay a total of $50,000.00
in settlement of all obligations or expenses due to Smith pursuant
to his employment agreement with the Company or any other agreement
with the Company. The initial $20,000 has previously been paid to
Smith. The remaining $30,000 will be forwarded to the Anslow &
Jaclin Attorney Trust Account within thirty (30) days from the date
hereof. Upon receipt of same, such funds shall be released to Smith
if all of the shares set forth in Section 5 below have been
delivered to Anslow & Jaclin.
4. Smith agrees to the cancellation of his
employment agreement with the Company as well as to forgive all
salary past due; any future salary due under his employment
agreement except as specifically set forth herein; and any and all
monies owed to Smith pursuant to promissory notes between the
Company and Smith and his affiliated entities. In addition, Smith
agrees to release the Company from any and all obligations owed by
the Company to Smith not specifically set forth herein.
5. Upon execution of this Agreement, Smith agrees
to transfer all of the Shares that Smith holds of the Company to
Anslow & Jaclin, LLP with a medallion guaranteed stock power to
be held in escrow. Specifically such amount of shares should
include, but not be limited to, a total of 1,429,857,086 common
shares and 100,000,000 shares of Class A Common Stock that the
Company has confirmed that Smith currently owns. Smith represents
that the shares he delivers will represent all of the Shares he
owns of the Company.
6. The Company, its officers, directors,
shareholders, employees, trustees, agents, attorneys,
representatives, heirs, beneficiaries, successors and assigns, and
all other parties acting or purporting to act for or on behalf of
the Company, jointly and severally, hereby agrees to defend,
indemnify and hold harmless Smith and his heirs, joint venturers,
partners, affiliates, parent corporations, subsidiaries, officers,
directors, agents, employees, shareholders, legal counsel,
predecessors, successors and assigns, from and against any and all
liabilities, responsibilities, damages, claims, causes of action,
judgments, costs and expenses, including without limitation
attorneys’ fees and expert witness fees, in connection with
any claim related to the Company after the date of this
Agreement.
7. Except as to those duties and obligations set
forth herein, the Company, its officers, directors,
shareh
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