THIS
TERMINATION AGREEMENT DATED AS OF THE 23 rd DAY OF JULY
2008
BY AND
BETWEEN:
CYBERMESH INTERNATIONAL
CORP . a Nevada
corporation having its registered office at 200-245 East Liberty
Street, Reno, Nevada, USA.
CYBER MESH SYSTEMS
INC . a British Columbia
Corporation having its office at Suite 302 - 3602 Gilmore Way,
Burnaby, British Columbia,
THIS TERMINATION
AGREEMENT , dated July
23, 2008, is intended to formally terminate the Asset Agreement
sale and acquisition Agreement (the "Agreement") dated as of
February 28 2008, by and between Cybermesh International
Corp.(formerly known as Smokers Lozenge Inc.), a Nevada corporation
("Acquirer") and Cyber Mesh Systems Inc, a British Columbia
corporation ("Seller").
WHEREAS
Paragraph 5.1 of the Agreement
provides as follows:
“ Conditions Precedent to
Acquirer’s Obligations. Acquirer’s obligations to
proceed with the Closing is subject to the fulfillment on
or prior to the Closing Date of the
following conditions (any one or more of which may be waived in
whole or in part by Acquirer in its discretion):
Minimum Cash of Acquirer at or before
closing. At or before the date of closing, the Acquirer shall have
a minimum of$400,000 USD cash on deposit at the Acquirer’s
bank or expended or advanced as required prior to closing to meet
the day to day expenses of the business operations of the
Acquirer.”
AND WHEREAS
the Agreement was to close not
later than the 30 th day of May 2008 but the ACQUIRER
was unable or neglected to meet the minimum financial commitments
set forth in Paragraph 5.1(a) of the Agreement prior to or on
closing and requested extensions of the Agreement to satisfy the
aforesaid condition; the Seller granted extensions by way of the
following extension agreements dated May 30 th 2008 and
June 30 th 2008 but the Acquirer was unable or neglected
to
meet the
terms set forth in the extension Agreements and neither party
waived the conditions precedent.
AND WHEREAS
the Acquirer agreed to pay the
auditors, accounting and legal fees of the Seller incurred as a
result of entering into the intended Asset acquisition agreement
and these accounts remain unpaid by the Acquirer
AND WHEREAS
Paragraph 5.3 of the Agreement
provides as follows:
(a) When Agreement May Be Terminated.
This Agreement may be terminated at any time consent of Acquirer,
Marc Santos and David Holmes and the Company; (ii) by Acquirer if
misrepresentation by Company, Marc Santos and David Holmes of any
material fact, a material of its warranties or covenants set forth
herein, or if any of the conditions specified in Section fulfilled
within the time required and shall not have been waived by
Acquirer; (iii) by Company, Holmes if there has been a breach by
the Acquirer of any of its warranties or covenants set conditions
specified in Section 5.2 hereof shall not have been fulfilled
within the time required waived by Company, Marc Santos and David
Holmes.”
(b) Effect of Termination. In the event
of termination of this Agreement by either Company, Holmes or
Acquirer as provided above, this Agreement shall forthwith
terminate and there of either Company, Marc Santos and David Holmes
or Acquirer, except for the liabilities Agreement prior to such
termination.”
AND WHEREAS
the Acquirer and Seller intend for
this Termination Agreement to document the mutual agreement of the
Acquirer and Seller to terminate the Agreement;
NOW, THEREFORE
in consideration of the mutual
warranties, representations, covenants, and agreements set forth
herein, and other good and valuable consideration and the receipt
and sufficiency of which are acknowledged, the Parties, intending
to be legally bound, agree as follows:
1.1 The Agreement shall be
deemed terminated as of the date hereof and the Sale of Assets
contemplated thereunder shall be deemed abandoned as of the date
hereof and the Seller shall remain the sole and absolute owner of
the assets described in the Agreement and contemplated to be sold
in the Agreement.
2
ARTICLE
2. MUTUAL WAIVERS AND RELEASE
2.1 Notwithstanding any
provision of the Agreement, in order to bring closure to the
transactions contemplated by the Agreement, Acquirer on behalf of
itself, directors, officers, employees, successors and assigns, and
Seller and their directors, officers, employees, successors and
assigns (collectively, the "Releasing Parties") without admitting
any fault or liability on the part of any other Releasing Party,
determined it is in their best interest to resolve any and all
claims and disputes that have arisen or could arise among them as a
compromise and settlement of any and all claims.
2.2 Accordingly, the Releasing
Parties hereby release one another from any and all claims,
demands, liabilities, actions or causes of action, suits,
proceedings, indemnities, covenants, contracts, agreements, acts
occurrences, omissions, debts, duties, compensation, costs,
expenses, attorneys' fees, liens, sums of money, and damages or
other obligations whatsoever, which any Releasing Party has, has
had, or might have in the future, whether known or unknown,
liquidated or unliquidated, contingent or non-contingent, suspected
or unsuspected, past or present, disclosed or undisclosed, directly
or indirectly, foreseeable or unforeseeable, in law, equity, or
otherwise, whether based in contract, tort, or any other theory of
recovery, whether for compensatory, punitive or other damages,
which have arisen, or which might arise in the future, including
without limitation, arising out of, or related to, the Agreement
("Released Claims").
2.3. Each Releasing Party does
hereby jointly and severally, fully and forever, irrevocably
remise, release, acquit, satisfy and forever discharge the other
Releasing Party, its parent and subsidiary corporations,
shareholders, directors, officers, employees, agents, servants,
affiliates, successors and assigns from each of the Released
Claims.
2.4. Each Releasing Party
expressly agrees that it will not, directly or indirectly, file or
cause to be filed, either individually or in any representative
capacity, any claim now or forevermore against any
Releasing
