WAIVER AND RELEASE
This Agreement is entered into as of May 10, 2006 by Xxxxxxx X. Xxxxx and
Atlantis Capital Inc., 0 Xxxxxx Xxxxx, Xxxxxxx, XX 00000 (collectively the
"Holder") in favor of REIT AMERICAS INC, a Maryland Corporation ("BORROWER"),
and REIT AMERICAS INC, a Maryland Corporation ("BORROWER") in favor of Xxxxxxx
X. Xxxxx and Atlantis Capital Inc., 0 Xxxxxx Xxxxx, Xxxxxxx, XX 00000
(collectively the "Holder") with respect to the following:
A. Holder and Borrower have entered into that certain
Promissory Note dated as of September, 2005 (the "NOTE"). Capitalized terms used
but not defined in this Agreement shall have the meanings given them in the
Note.
X. Xxxxxx desires to have an early termination of the Note.
C. Subject to the terms and conditions set forth herein,
Borrower is willing to accommodate the Holder's desire for an early termination.
NOW, THEREFORE, in consideration of the foregoing and the
terms and conditions hereof, the parties hereto agree as follows:
1. EARLY TERMINATION. On the terms and subject to the conditions of
this Agreement, Borrower hereby agrees to an early termination of the Note..
2. SATISFACTION OF NOTE. Holder acknowledges, that upon receipt of
payment of the sum of $50,000 from Borrower plus accrued interest on the date of
the Note through the date hereof, full payment of the indebtedness and
satisfaction of the Note has occurred. Holder further consents to Borrower being
able to rely on the satisfaction set forth herein.
3. RELEASE. Each party hereby remises, releases, and forever discharges
the other and Xxxxxx Xxxxx Securities, Inc, their affiliates, subsidiaries,
officers, directors, employees and agents of and from all, and all manner of,
actions, causes of action, suits, proceedings, debts, dues, contracts,
judgments, damages, claims, and demands whatsoever in law or equity, which the
Holder ever had, now has, or which its successors or assigns, hereafter can,
shall, or may have for or by reason of any matter, cause, or thing whatsoever,
arising from the Holder's participation in the Private Placement Offering of the
Borrower dated September 2005 (the "Private Placement Offering"), the Note, the
Registration Rights Agreement, the Subscription Agreement and the Warrant
(collectively referred to as the "Transaction Documents") and any other
documents arising from the foregoing private placement transaction.
4. WAIVER. Holder hereby waives all rights of any kind arising from the
Private Placement Offering, including but not limited to any and all obligations
of the Borrower under any of the Transaction Documents, and Holder hereby
acknowledges that all such Transaction Documents are hereby canceled in full and
shall be considered void ab initio with neither party having any liability or
obligation hereafter to the other.
5. MISCELLANEOUS.
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(a) COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(b) GOVERNING LAW. This Agreement shall be governed by
and construed according to the laws of the State of Florida. Each party hereby
consents that any and all actions or controversies arising under this Agreement
shall be subject to the exclusive jurisdiction of the state and federal courts
located in Palm Beach County, Florida.
(c) JURY TRIAL WAIVER. EACH OF THE PARTIES HERETO WAIVES
ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE, DEFEND, INTERPRET OR
OTHERWISE CONCERNING THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
HOLDER
By /S/ XXXXXXX X. XXXXX
-------------------------------------
Name: XXXXXXX X. XXXXX
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REIT AMERICAS, INC., a Maryland
corporation
By: /S/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
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