TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the "Agreement"), is made
this 30th day of August, 2006, by and between TC X Calibur, Inc., a Nevada
corporation ("TCX"); TCX Acquisition Corp., a Nevada corporation and wholly-
owned subsidiary of TCX ("SUB"); RE3W Worldwide Limited, a British Virgin
Islands corporation organized under the laws of the British Virgin Islands
("RE3W"); Xxxxxx Services, Inc., Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx
X. Xxxxxxx (collectively, the "TCX Shareholders").
WHEREAS, TCX, SUB, RE3W and the TCX Shareholders are the parties to
an Agreement and Plan of Merger (the "Merger Agreement") executed as of July
18, 2006; and
WHEREAS, RE3W was required as a condition to the completion of the
Merger Agreement to raise a minimum of $8,000,000 from a private sale of Units
consisting of various securities of RE3W; and
WHEREAS, RE3W has been unable to raise the funds required as a
condition to the completion of the Merger Agreement and have determined that
it would be in the best interest of RE3W to remain as a private company
pending their ability to become more profitable; and
WHEREAS, TCX, SUB, RE3W and the TCX Shareholders have mutually
agreed to terminate the Merger Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound, the parties hereto agree as follows:
1. Termination. The parties hereto mutually agree that the
Merger Agreement is terminated, and neither party has any duty or obligation
to the other to take any further action under the Merger Agreement or to
effect any transaction contemplated thereby.
2. Retainer. Following an accounting for any legal fees
incurred by Xxxxxxx X. Xxxxxxxxxx, Esq. for the month of August and any costs
incurred by Xx. Xxxxxxxxxx, the balance of any funds remaining of the $25,000
retainer will be returned to RE3W.
3. Indemnification Funds. The $250,000 transferred into the
trust account of Xxxxxxx X. Xxxxxxxxxx, Esq. will be returned to the party who
transferred such funds without any deduction therefrom or interest thereon.
4. Release. Each of the parties hereto releases and discharges
each of the other parties hereto from all causes of action, suits, debts,
accounts, reckonings, covenants, contracts, controversies, agreements,
promises, damages, liabilities, claims and demands whatsoever, in law or
equity, against each other, or any of their respective affiliates, successors
and assigns, including, without limitation, any rights or claims pertaining to
or arising from the negotiation, execution or performance of the Merger
Agreement.
5. Acknowledgements and Representations. The parties hereto
acknowledge and represent that (a) they have read this Agreement; (b) they
clearly understand this Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) each party has full
power and authority to make, execute, deliver and perform this Agreement, and
the execution, delivery and performance of this Agreement by each party have
been duly authorized by all necessary corporate action.
6. Miscellaneous.
6.1 This Agreement constitutes the entire agreement between the
parties and supersedes and cancels any other agreement, representation or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
6.2 At any time, and from time to time after the execution and
delivery hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
6.3 The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.4 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Utah of the United States
of America, except to the extent pre-empted by United States of America law,
in which event (and to that extent only), federal law shall govern. Any
actions permitted hereunder shall be brought in the State of Utah in the
county in which the principal executive offices of TCX are situated only.
6.5 This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.
6.6 This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.8 In the event of any default hereunder, the prevailing party
in any action to enforce the terms and provisions hereof shall be entitled to
recover reasonable attorney's fees and related costs.
TC X CALIBUR, INC.
Date: 8/31/06 By: /s/ Xxxxxx Xxxxxx
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Its: President
TCX ACQUISITION CORP.
Date: 8/31/06 By: /s/ Xxxxxx Xxxxxx
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Its: President
RE3W WORLDWIDE LIMITED
Date: 8/30/06 By: /s/ Xxxxxxx X. Xxxxx
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Its: Chief Executive Officer
XXXXXX SERVICES, INC.
Date: 8/31/06 By: /s/ Xxxxxx Xxxxxx
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Its: President
Date: 8/31/06 /s/ Xxxxx X. Xxxxxx
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Date: 8/31/06 /s/ Xxxxxx X. Xxxxxx
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Date: 8/31/06 /s/ Xxxxxx X. Xxxxxxx
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