|
<br />7. Waiver and Release. Effective as of the Final Payment Date, PEDC, on the one
<br />part, and C- Tech, Holdings, Meshbesher, and Indigo (collectively the "C- Tech Group") on the
<br />other, on behalf of itself and its respective affiliates, predecessors, successors, and assigns, each
<br />hereby forever, fully, and unconditionally releases and discharges the other and such parties'
<br />respective stockholders, members, board members, officers, and employees from any and all
<br />obligations, offsets, actions, suits, debts, sums of money, contracts, covenants, agreements,
<br />promises, legal rights, claims, counterclaims, causes of action, demands, damages, costs,
<br />compensation, liabilities, losses and expenses of any nature or of any kind, whether known or
<br />unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or
<br />non-accrued, which any party ever had, now has, hereinafter may have or claim to have, whether
<br />grounded in law or equity, in contract or in tort, by statute or otherwise against such party or its
<br />stockholder, members, board members, officers, and employees by reason of any matter
<br />whatsoever arising as of the Effective Date; provided, however, that this release does not apply
<br />to damages, liabilities, claims or causes of action arising out of a breach of this Agreement. It is
<br />the agreement and intention of the parties that this agreement, including this release, shall
<br />operate as a full and final settlement of the past, present and future liabilities of the C- Tech
<br />Group to PEDC, and PEDC to the C- Tech Group, arising out of or under or relating to, directly
<br />or indirectly, C-Tech's Paris Texas operations and the Real Property; provided, however, that
<br />this release does not apply to damages, liabilities, claims or causes of action arising out of a
<br />breach of this Agreement, and every term or provision of this Agreement shall be valid and fully
<br />enforceable in all respects. Notwithstanding anything set forth herein seemingly to the contrary,
<br />this waiver and release is not intended to waive or release any obligations that may now or
<br />hereafter exist between or among any members of the C- Tech Group.
<br />
<br />8. Subordination. The parties recognize that The Business Bank holds a fully
<br />perfected first security interest over all the assets of C- Tech, Inc. At the request of C- Tech from
<br />time to time, PEDC shall, pursuant to reasonable written documents presented by C- Tech and/or
<br />its lenders, subordinate its security interest and lien on the personal property of C- Tech to allow
<br />for C- Tech to borrow additional operating funds from its current or future primary lenders.
<br />
<br />9. General.
<br />
<br />a. Parties and Assignment. This Agreement shall be binding upon and shall
<br />inure to the benefit of the parties and their respective successors and assigns. This agreement
<br />may not be assigned by C- Tech or Mike Meshbesher without the prior written consent of PEDe.
<br />
<br />b. Counterparts. This agreement may be executed in counterparts, each of which
<br />shall be deemed an original, but all of which shall constitute one instrument. The parties may
<br />deliver signatures to this agreement by facsimile or email and those signatures are valid and
<br />binding to the same extent as the delivery of original signatures.
<br />
<br />c. Waiver; Remedies. No delay or failure on the part of any party hereto to
<br />exercise any right, power, or privilege hereunder shall operate as a waiver thereof, nor shaH any
<br />waiver on the part of any party hereto of any right, power, or privilege hereunder operate as a
<br />waiver of any other right, power, or privilege hereunder, nor shall any single or partial exercise
<br />of any right, power, or privilege hereunder preclude any other or further exercise thereof or the
<br />exercise of any other right, power, or privilege hereunder.
<br />
<br />510918.18
<br />
<br />3
<br />
|