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TERMINATION AGREEMENT

Termination Agreement

TERMINATION AGREEMENT | Document Parties: ARVANA INC | ARVANA NETWORKS, INC. You are currently viewing:
This Termination Agreement involves

ARVANA INC | ARVANA NETWORKS, INC.

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Title: TERMINATION AGREEMENT
Governing Law: Nevada     Date: 11/6/2006

TERMINATION AGREEMENT, Parties: arvana inc , arvana networks  inc.
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EXHIBIT 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “ Agreement ”) is entered into by and among, on the one side:

I.

ARVANA PARTICIPAÇÕES S.A. , a corporation incorporated and existing under the laws of Brazil, with its head office at Av. Brigadeiro Faria Lima, 1571, 13.º andar, cj. 13B, São Paulo, SP, enrolled at the Corporate Taxpayers Registry of the Ministry of Finance (CNPJ/MF) under No. 04.754.635/0001-35 (hereinafter referred to as “ Arvana ”);

 

 

 

and, on the other side,

 

 

II.

GLOINFO 500 SOLUÇÕES EM TELEMÁTICA LTDA. , a Brazilian limited company incorporated and existing under the laws of Brazil, with its head office at Av. Pres. Wilson, 228, 2.º andar, Rio de Janeiro, RJ, enrolled at the Corporate Taxpayers Registry of the Ministry of Finance (CNPJ/MF) under No. 03.721.699/0001-77 (hereinafter referred to as “ Global ”); and

 

 

III.

PAULO SANTOS MESSINA , Brazilian, married, businessman, identity card No. 10.244.809-9 IFP, enrolled at the General Taxpayers Roll (CPF/MF) under No. 051.561.257-00, and his spouse, LÚCIA SANGIACOMO MESSINA , Brazilian, married, physician, identity card No. 05971064-0 IFP, enrolled at the General Taxpayers Roll (CPF/MF) under No. 972.605.767-15, both resident and domiciled at Av. Marechal Ramon Castilla, 199, apt. 203 – Botafogo, in Rio de Janeiro, RJ (hereinafter collectively referred to as “ PM ”);

 

 

 

(Arvana, Global and PM are herein also individually referred to as a “ Party ” and, collectively, as “ Parties ”.)

 

 

 

and, as intervening and additional parties,

 

 

IV.

ARVANA COMUNICAÇÕES DO BRASIL S.A. , a corporation incorporated and existing under the laws of Brazil, with its head office at Av. Brigadeiro Faria Lima, 1571, 13.º andar, cj. 13C, São Paulo, SP, enrolled at the Corporate Taxpayers Registry of the Ministry of Finance (CNPJ/MF) under No. 07.103.201/0001-63 (hereinafter referred to as the “ Company ”);

 

 

V.

ARVANA NETWORKS, INC. , a corporation incorporated and existing under the laws of Barbados, with its head office at Suite 3, The Brick House, Bay St., St. Michael, Barbados (hereinafter referred to as “ Networks ”); and

 

 

VI.

TURINCO, INC ., a corporation organized and existing under the laws of the State of Nevada, with its head office at 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, United States of America (hereinafter referred to as " Turinco " and, together with the Company and Networks, the “ Intervening-Parties ”).

WHEREAS:

A.

The Parties and the Intervening-Parties entered into an Investment Agreement, dated September 8, 2005, as amended on October 4, 2005 (the “ Investment Agreement ”), whereby they regulated the making of certain investments in the Company in order to develop and provide voice services based on the voice over internet protocol (VOIP) technology;

 

 

B.

As a consequence of the Investment Agreement, Arvana invested and became a shareholder of the Company, so that on the date hereof, after completion of part of the transactions contemplated by

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the Investment Agreement, Global holds 25% (twenty-five percent) and Arvana holds 75% (seventy-five percent) of the Company’s total issued and outstanding capital; and

C.

The expectations of the Parties in relation to their investments in the Company and, particularly, the development of the VOIP market in Brazil have not been fulfilled, and the Parties wish to terminate the Investment Agreement, end up their association and, subject to the terms of this Agreement, regulate the consequences of the actions so far taken under the Investment Agreement and certain other matters.

NOW THEREFORE, the parties agree to enter into this Agreement in accordance with the following terms and conditions:

1.

TERMINATION OF THE INVESTMENT AGREEMENT; RELEASE

 

 

 

 

The Parties hereby terminate the Investment Agreement. Without prejudice to the rights and obligations set forth in this Agreement, each of the Parties hereby irrevocably and unconditionally grants the others and the Intervening-Parties full, ample, general acquittal and release ( plena, rasa e geral quitação e exoneração ), for nothing else to claim, in the present or the future, for whatever reason.

 

 

 

2.

REDEMPTION OF GLOBAL’S PARTICIPATION

 

 

 

2.1

Current Shareholdings

 

 

 

 

As of the date hereof, the Company’s issued and outstanding capital is R$ 392.800,00 (three hundred ninety-two thousand and eight hundred reais), divided into 392,800 (three hundred ninety-two thousand eight hundred) shares, of which 274,960 (two hundred seventy-four thousand nine hundred sixty) are common shares and 117,840 (one hundred seventeen thousand eight hundred forty) are preferred shares, distributed between Global and Arvana as follows:

 

 

 

(a)

Global holds 98,200 (ninety-eight thousand two hundred) shares, representing in the aggregate 25% (twenty-five percent) of the Company’s total issued and outstanding capital, of which 27,221 (twenty-seven thousand two hundred twenty-one) are common shares and 70,979 (seventy thousand nine hundred seventy-nine) are preferred shares (collectively, “ Global Shares ”); and

 

 

 

 

(b)

Arvana holds 294,600 (two hundred ninety-four thousand six hundred) shares, representing in the aggregate 75% (seventy-five percent) of the Company’s total issued and outstanding capital, of which 247,739 (two hundred forty-seven thousand seven hundred thirty-nine) are common shares and 46,861 (forty-six thousand eight hundred sixty-one) are preferred shares.

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The Company has a capital reserve in the amount of R$ 4,705,400.00 (four million seven hundred five thousand four hundred reais), of which R$[1,651,074.00(one million six hundred fifty-one thousand seventy-four reais)] have been funded.

 

 

2.2

Redemption of Global’s shares

 

 

 

The Parties agree to cause the Company to redeem all of Global Shares. In order to implement such redemption, within 2 (two) business days from the date hereof, Arvana and Global shall hold a extraordinary shareholders’ meeting ( assembléia geral extraordinária ) of the Company (the “ First STAGE ”) at which they shall vote and approve creation of a new class of redeemable preferred shares (“ Preferred Shares Class B ”) and the conversion of all Global Shares into such Preferred Shares Class B, with the remaining preferred shares being renamed “Preferred Shares Class A”. The Preferred Shares Class B shall have no voting rights and shall have priority in the reimbursement of capital, with no premium, and shall be redeemable at any time by the Company, for a price of R$1.00 (one real) per share. Within 2 (two) business days from the First AGE, Arvana and Global shall hold another extraordinary shareholders’ meeting ( assembléia geral extraordinária ) of the Company (the “ Second STAGE ”) at which they shall vote and approve the redemption of all Preferred Shares Class B, all of which shall then be held by Global, without capital reduction, with use of the existing capital reserve of the Company mentioned in Section 2.1. The redemption price shall be R$98,200.00 (ninety-eight thousand two hundred reais) (the “ Redemption Price ”).

 

 

2.3

Shareholders’ Agreement

 

 

 

Upon the redemption of Global Shares as set forth in Section 2.2, the Shareholders’ Agreement entered into by Global and Arvana on October 6, 2005 shall be automatically terminated and the Company shall take all necessary measures in order to register such termination in its appropriate corporate book.

 

 

3.

OTHER AGREEMENTS

 

 

3.1

Assets Contributed by Global

 

 

 

Within 2 (two) business days from the Second AGE, Company shall sell to Global, and Global shall acquire from the Company, all of the assets contributed by Global to the Company’s capital as per the extraordinary shareholders’ meeting of the Company held on September 2, 2005 (the “ Transferred Assets ”) (which were then appraised at R$93.200,91 (ninety-three thousand two hundred reais and ninety-one cents), for their book value. Global and the Company shall execute any instrument or documents and shall take such other actions as necessary or otherwise reasonably requested to implement the purchase and sale of the Transferred Assets set forth herein.

 

 

3.2

No Transfer of the Operation

 

 

 

Except for the “Televoz” trademark and website (described in Annex 3.2), Global shall no longer transfer or assign to the Company the trademarks “Intervoz” and “Televoz” or its operation, businesses, rights and agreements relating to the development and provision of the services provided under such trademarks (the “ Operation ”), including the operational agreements, client agreements, agency agreements for the sale of ISP, and rights relating to services of Global’s platform (3 Way Calling, Do not Disturb, Conference Call, Detailed Billing, Unlimited Free IntraCall), as originally contemplated by provided for in the Investment Agreement.

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3.3

Transfer of “Televoz” Trademark and Website

 

 

 

Global and the Company shall execute all instruments and documents necessary to for Global to transfer to the Company, unconditionally and at no cost to the Company, the “Televoz” trademark and website. Global and the Company shall take such other actions as necessary to implement such transfer, including for the proper recordation of the ownership of the Company with the Brazilian Patent Office (INPI) and any other appropriate entity. Global hereby represents and warrants that the “Televoz” trademark and website are free and clear of any and all liens, encumbrances, debts, obligations and liabilities, whether known or unknown. Global shall remain fully and exclusively liable for all past debts, obligations and liabilities relating to “Televoz” trademark and website.

 

 

3.4

Customers

 

 

 

Global shall retain all “Intervoz” and “Televoz” customers [existing on February 28, 2006], and shall be responsible for providing the contracted services to these customers and shall be liable for any and all expenses incurred in providing such services, including any expense necessary for the operation of the SIP/VoIP technology platform identified in Annex 3.4 (“ Platform ”), such as connectivity, interconnection and termination expenses.

 

 

3.5

Platform

 

 

 

Subject to the terms of the equipment lease agreement attached hereto to as Schedule 3.5, for the period beginning on March 1, 2006 and ending on or before February 28, 2007, the Company shall allow Global the continued use of the Platform, which is installed and operating in Global’s data center, free of charge. Prior to the end of such term, Global shall have transferred all customers connected to the Platform to another platform, owned or controlled by Global, and at that time, Global shall return the Platform to the Company, releasing it and allowing its prompt removal. In case Global does not return the Platform to the Company within the term set forth herein, Global, without prejudice to any rights of the Company, includ


 
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