Exhibit
10.1
SETTLEMENT AND
RELEASE AGREEMENT
THIS SETTLEMENT AND
RELEASE AGREEMENT (this “Agreement”) is made as of
this 25 day of November, 2008 between IBM Credit LLC , a
Delaware limited liability company (“Lender”), and
PC Universe Inc. , duly organized under the laws of the
State of Florida (“Borrower”).
WITNESSETH
:
WHEREAS
, Lender has made loans
to Borrower, as evidenced by that certain Agreement for Wholesale
Financing, dated as of November 1, 2007, (as amended, modified or
supplemented from time to time, the “AWF”) and any
other documents, agreements, certificates or other instruments
executed in connection therewith or otherwise evidencing such loans
(together with the AWF, as amended, supplemented or modified from
time to time, the “Loan Documents”). Pursuant to the
Loan Documents the Lender has made loans and other financial
accommodations to Borrower on the terms and conditions contained
therein and Borrower has granted to Lender liens and security
interests in substantially all at Borrower’s assets to secure
all of Borrower’s liabilities and obligations to Lender under
the Loan Documents (the “Liabilities”);
WHEREAS
, Lender has exercised
its rights under the Loan Documents for the prompt and
unconditional performance and payment by Borrower of the
Liabilities:
WHEREAS
, Borrower desires
Lender’s release from the Liabilities and Lender is willing
to grant such release subject to and in consideration of the terms
and conditions set forth below.
NOW
THEREFORE ,
the Lender and Borrower hereby agree as follows:
1.
Definitions
.
Capitalized terms used
herein without definition shall have the meaning ascribed thereto
in the AWF.
2.
For good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged by the Lender, the Lender does hereby, subject to
paragraphs 4, 5, and 7 hereof, remise, release and forever
discharge Borrower, each of the present and former shareholders,
directors, officers, employees, agents, affiliates and
representatives of the foregoing and their respective successors
and assigns of and from any and all commitments, covenants,
agreements, indebtedness, suits, demands, obligations and
liabilities, of every kind and nature, including claims and causes
of action both in law and in equity, which the Lender ever had, now
has or may have after the date hereof arising solely from or solely
in connection with the Liabilities, against any such party, whether
asserted, unasserted, absolute, contingent, known or unknown. The
Lender hereby agrees further to release the liens and security
interests granted by Borrower to Lender pursuant to the Loan
Documents.
3.
For good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, Borrower does hereby remise, release and forever
discharge Lender, its shareholders, directors, officers,
employe
