MUTUAL RELEASE AGREEMENT
THIS MUTUAL RELEASE AGREEMENT (the "Agreement"), dated as of September
__, 2000, is entered into by and between INTELLIQUIS INTERNATIONAL INC., a
Nevada Corporation (the "Company"), and ROBI INVESTORS, LLC, a Delaware limited
liability company ("ROBI").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and ROBI are executing this release agreement in order
to relieve both parties of certain obligations and conditions relating to the
issuance of a Conditional Warrant, as granted under the Securities Purchase
Agreement, dated October 26, 1999, entered into between the Company and ROBI.
(the "Securities Purchase Agreement");
WHEREAS, the Company desires to return to ROBI the consideration paid in
exchange for being released from the obligation to issue ROBI a Conditional
Warrant which would give ROBI the option to purchase (i) up to 3,000 shares of
the Company's Series A Preferred Stock for an aggregate purchase price of
$3,000,000 (the "Additional Shares") and (ii) stock purchase warrants to
purchase up to an additional 150,000 shares of Common Stock (the "Additional
Warrants"); and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. RELEASE OF OBLIGATIONS
a. Release of Company: In exchange for the return to ROBI of one
hundred dollars $100) paid as consideration for the right to acquire the
Conditional Warrant, ROBI hereby releases the Company from all rights,
obligations and requirements to issue ROBI the Additional Shares and Additional
Warrants issuable to ROBI pursuant to the Conditional Warrant as provided for in
Section 1 of the Securities Purchase Agreement. In addition, ROBI releases the
Company from all obligations to pay ROBI damages in accordance with section 5(e)
of the Securities Purchase Agreement for the late issuance of Common Stock upon
conversion of, or in lieu of dividend payments on, the Additional Shares or
Additional Warrants.
b. Release of ROBI: In exchange for the aforementioned release, the
Company releases ROBI from its obligation, in accordance with Section 1 of the
Securities Purchase Agreement, to purchase the Additional Shares and the
Additional Warrants under the terms of the Conditional Warrant.
c. Scope of Release. Notwithstanding anything herein to the contrary,
the releases provided for herein only relate to the Conditional Warrant,
Additional
Shares and Additional Warrants and expect as otherwise explicitly set forth
herein the releases set forth herein do not apply to any other obligation of the
parties hereto set forth in the Primary Documents.
2. REPRESENTATIONS AND WARRANTIES.
(a) ROBI hereby represents and warrants that this Agreement
constitutes the legal, valid and binding obligation of ROBI and is
enforceable against ROBI in accordance with its terms.
(b) The Company hereby represents and warrants that this
Agreement constitutes the legal, valid and binding obligation of the
Company and is enforceable against the Company in accordance with its
terms.
3. DEFINED TERMS. All capitalized terms used herein which are not defined
herein shall have the meaning given to such term in the Securities Purchase
Agreement.
4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
5. HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
6. COUNTERPARTS. This Agreement may be executed by one or more of the
parties to the Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
[Remainder of page intentionally left blank, signature page to follow.]
2
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the
undersigned on the date first written above.
INTELLIQUIS INTERNATIONAL, INC.
/s/ Xxxxxxx Xxx
---------------------------------
Name: Xxxxxxx Xxx
Title: President
ROBI INVESTORS, LLC
/s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title:
3
