Exhibit
10.3
SEPARATION
AGREEMENT
THIS SEPARATION AGREEMENT
(as the same may be amended,
modified or supplemented from time to time, the “
Agreement ”) is made and entered into as of May
28, 2009 (the “Effective Date”), by and between Maven
Media Holdings, Inc., a Delaware corporation (including its
successors, the “ Corporation ”),
Waste2Energy, Inc., a Delaware corporation (“
Waste2Energy ”) and Adrienne
Humphreys (“ AH ”).
WHEREAS , AH is the Corporation’s President,
Secretary, Treasurer, principal stockholder (66.6% on a fully
diluted basis) and sole member of the Corporation’s Board of
Directors;
WHEREAS, the Corporation has entered into an Agreement
and Plan of Merger with Waste2Energy Acquisition Co., a Delaware
corporation and wholly-owned subsidiary of the Corporation (“
Acquisition Co. ”) and Waste2Energy dated May
6, 2009 (the “ Merger Agreement
”);
WHEREAS, pursuant to the Merger Agreement, Acquisition
Co., shall merge with and into Waste2Energy (the “
Merger ”) and the separate corporate existence
of Acquisition Co. shall cease and Waste2Energy, as it exists from
and after the closing of the Merger, shall be the surviving
company;
WHEREAS , pursuant to the Merger Agreement, and as a
condition precedent to the closing of the Merger, the Corporation,
Waste2Energy and AH are entering into this Agreement;
NOW, THEREFORE , in consideration of the premises and mutual
covenants and agreements hereinafter contained, the parties hereto
agree as follows:
1.
Resignation . The parties hereby agree that the
employment arrangement between AH and the Corporation pursuant to
which AH serves as the Corporation’s President, Secretary and
Treasurer is automatically and without further action terminated as
of the Effective Date. Except as expressly provided in this
Agreement, all rights and obligations of AH and the Corporation
with respect to AH’s employment with the Corporation are duly
and effectively terminated as of the Effective Date. As of
the Effective Date, AH resigns from the Corporation’s Board
of Directors. After the Effective Date, AH agrees to
cooperate with the Corporation as is reasonably necessary to assist
on transitional and resale registration statement
issues. As of the Effective Date, AH agrees that she
shall not represent to any third party that she is acting as an
officer or director of the Corporation.
2.
Cancellation of Shares . As of the Effective
Date, 2,000,000 shares (the “ Cancellation
Shares ”) of the Corporation’s common stock
(the “ Common Stock ”) owned by AH as
well as any other securities of the Corporation owned by AH,
including common stock, options, warrants, rights, notes,
debentures, and preferred stock shall be deemed cancelled (the
“ Share Cancellation ”), resulting in AH
owning after the Share Cancellation no shares of Common Stock or
any other securities of the Company. Without limiting the
foregoing, on or prior to the Effective Date, AH shall deliver to
the Corporation (and/or its designees) stock certificates
representing the 2,000,000 Cancellation Shares beneficially owned
by her along with stock powers signed in blank and medallion
signature guaranteed. On or prior to the Effective Date, AH shall
deliver to the Corporation certificates representing any other
shares of the Corporation’s securities that AH may own along
with stock powers medallion signature guaranteed (or such other
appropriate transfer documents).
3.
Benefits . AH will not be eligible for any
compensation or employer-sponsored benefits after the Effective
Date.
4. Payment
to AH . Immediately after AH has delivered the 2,000,000 shares
cancelled pursuant to the Share Cancellation to the Corporation
with appropriate stock powers medallion signature guaranteed, the
Corporation shall pay AH the sum of $210,000 which shall be
delivered to AH pursuant to wiring instructions provided by AH to
the Corporation.
5.
Corporation Property . AH represents, warrants and covenants
that she has returned to the Corporation, or will return to the
Corporation on or before the Effective Date, all Corporation
property including, but not limited to, credit cards, cash cards,
banking information, computers, telecommunications equipment and
keys.
6.
Representations by and Covenants of AH . AH
hereby represents and warrants to the Corporation that:
a. As of the
Effective Date and assuming the Share Cancellation, AH shall not
beneficially own any shares of Common Stock or any other securities
of the Corporation including options, warrants, debentures or
preferred stock.
b. As of the
Effective Date and assuming the Share Cancellation, the Corporation
will have 1,000,000 shares of Common Stock issued and outstanding
and there will not be outstanding any shares of preferred stock,
warrants, agreements, or other rights or instruments entitling any
person to acquire shares from the Corporation.
c. All shares of
issued and outstanding Common Stock are validly issued, fully paid
and nonassessable.
d. All issuances of
Common Stock by the Corporation have been made in accordance with
applicable federal securities laws and the state securities laws of
the given states in which the securities were offered and/or
sold. Accordingly, the Corporation will not be subject
to contingent liabilities which could include, without limitation,
(i) rescission obligations and/or other liabilities for damages to
purchasers of Common Stock who resided in the States where the
Common Stock was offered and/or sold; and/or (ii) punitive damages,
fines, penalties and/or other sanctions which might be imposed in
connection with any enforcement actions brought by any such
regulatory authorities of the States where the Common Stock was
offered and/or sold.
e. The Corporation
has taken all action necessary to enter into the Merger Agreement
and perform all acts necessary thereunder. Neither the
entry into such agreement and/or performance of the
Corporation’s acts thereunder will violate any material
agreement, law, rule and/or regulation.
f. The Corporation
has filed all reports required to be filed by it under the
Securities Act of 1933, as amended (the “ Securities
Act ”), and the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”), including
pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (the foregoing materials, including the exhibits
thereto, being collectively referred to herein as the “
SEC Reports ”). As of their
respective dates, the SEC Reports complied as to form in
all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the SEC
promulgated thereunder, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not
misleading;
7. Mutual
Non-Disparagement . AH, solely on behalf of herself
and her estate, and the Corporation, for itself and on behalf of
its officers, directors, partners, managers, members, employees,
agents, and attorneys, with regard to AH and her employment with
the Corporation and her service to the Corporation, expressly
acknowledge, agree, and covenant that they will not make any
statements, comments, or communications that could constitute
disparagement of one another or that may be considered to be
derogatory or detrimental to the good name or business reputation
of one another.
a. AH, solely on
behalf of herself and her estate, forever releases and discharges
the Corporation and the Corporation’s, executors,
administrators, parent company, holding company, subsidiaries,
successors, predecessors, officers, directors, principals,
partners, members, shareholders, agents, control persons, past and
present employees, insurers, and assigns
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