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Exhibit 10.6
TERMINATION AND RELEASE
AGREEMENT
THIS
TERMINATION AND RELEASE AGREEMENT dated as of February 7, 2008
(this "Agreement") is entered into by and among Home System Group,
a Nevada corporation (the "Company"), and the investors named on
the signature page attached hereto (each such investor is referred
to herein as an "Investor" and collectively as the
"Investors").
WHEREAS,
the parties previously entered into that certain subscription
agreement, dated May 23, 2007, among the Company and the Investors
(the "Subscription Agreement");
WHEREAS,
the parties have determined that performance by all parties under
the Subscription Agreement is not feasible without unreasonable
expense and delay; and
WHEREAS,
the parties desire to terminate the Subscription Agreement and
release each other from all duties, obligations, covenants and
representations under or arising out of the Subscription Agreement
and to relinquish all of their respective rights, powers,
privileges, interests and claims under or arising out of the
Subscription Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements set forth
herein and for such other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
1.
Rescission, Termination
and Release . The Subscription Agreement is hereby rescinded
and terminated and is of no further force and effect, effective
immediately. As a result thereof, the Subscription Agreement will,
effective immediately, be deemed void, ab initio , and will impose
no further obligation on the parties thereto, all such obligations
to be deemed terminated effective immediately.
2.
Return of
Consideration . Each of the Investors hereby renounces any
right or claim to receive any assets or equity ownership in the
Company in any form, including in the form of common stock,
pursuant to the Subscription Agreement. To the extent that any such
assets or equity have been delivered or transferred to any of the
Investors, such Investor or Investors, as applicable, shall
promptly return, transfer or convey, without additional
consideration, such assets or equity to the Company. The Company
hereby renounces any right or claim to receive any payment or
consideration for assets or equity ownership in the Company
pursuant to the Subscription Agreement. The Company shall pay and
return, to each of the Investors that have made any such payment,
any such payment made by such Investor or Investors, as applicable,
or made by third parties on behalf of such Investor or Investors,
as applicable, including any such payments made after the date
hereof. Return of such payments will be made promptly, but in no
event later than ten business days after the later date of the date
hereof or the date of receipt of such payments by the Company, or
its agents or assigns, as the case may be.
3.
Mutual Release .
In consideration of the mutual promises herein contained and such
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, each party hereto hereby releases and
forever discharges each other party hereto, its officers,
directors, employees, agents and representatives from any and all
claims, liabilities, suits and damages arising or in any way
related to the Subscription Agreement and agrees not to commence
any such suit or make any such claim against
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