EXHIBIT 2.1
TERMINATION AND RELEASE
AGREEMENT
This Termination and Release Agreement
(this “Release” or “Agreement”) is entered
into effective as of November 4, 2008 (the “Effective
Date”) by and among FORTES FINANCIAL, INC., a Delaware
corporation (“Fortes”), VISION GLOBAL SOLUTIONS, INC.,
a Nevada corporation (“VIGS”), and VGS
ACQUISITION CORP., a Delaware corporation
(“VGS”)(collectively, the "Parties", and each,
"Party"), in consideration of the facts set forth in the Recitals
below:
RECITALS
1.
Purpose . The Parties desire that this Agreement
constitutes a formal written termination of that certain Amended
and Restated Agreement and Plan of Reorganization by and among the
Parties dated August 4, 2008 (the “Merger Agreement”),
in addition to a global settlement agreement and release of all
claims among the Parties related to all matters, including without
limitation the Merger Agreement and the ownership or control of
VIGS or VGS.
2.
Consideration . In exchange for the releases each Party is
receiving as set forth herein, and for other valuable
consideration, receipt of which all Parties hereby expressly
acknowledge, the Parties intend that this Release is fully
enforceable, and that the consideration for this Agreement is each
Party’s release of any and all claims against the other,
asserted or unasserted, relating to any matter, including without
limitation the Merger Agreement or the ownership or control of VIGS
or VGS.
AGREEMENT
NOW, THEREFORE,
in consideration of the above Recitals,
each Party hereby releases any claim or cause of action arising out
of or related to any matter, including without limitation the
Merger Agreement or the ownership and control of VIGS and VGS.
The Parties intend that this Release shall extend to any
person, business, or independent contractor employed by the Parties
and other related entities, whether known or hereafter discovered,
along with any and all agents, attorneys, servants and employees,
past and present, of any of the Parties. Each Party does
hereby, and for its successors, legal representatives, and assigns,
expressly agree as follows:
1.
The Merger Agreement.
The Merger Agreement is hereby
terminated and the Parties are hereby forgiven and released of all
of their obligations under the Merger Agreement, including the
performance of all actions and obligations contemplated by the
Merger Agreement.
2.
Present and Future Ownership or
Control of VIGS and VGS. Fortes hereby releases any and all claims to
the ownership or control of VIGS or VGS.
3.
No Assignment, Pledge, or
Transfer. The
undersigned have not assigned, pledged or otherwise in any manner
whatsoever sold or transferred, either by instrument in writing or
otherwise, any right, title, interest or claim which each may have
against any other Party.
4.
Waiver of California Statutory Release
Rights. THE PARTIES
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS ARISING FROM OR RELATED TO ALL MATTERS, INCLUDING
THE MERGER AGREEMENT AND ALL
