Contract
000
Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxxxx,
XX, X0X 0X0
(604)
257 3512
December 16,
2008
Via
Facsimile
(x00 (0)00 000 00
00)
EH
& P Investments AG
Xxxxxxxxxxxxxxxx
00
XX-0000
Xxxxxx
Dear
Sirs:
Re: WordLogic
Corporation (“WordLogic”) Debt Settlement Agreement
We
write with reference to the loan agreements (collectively the “Loan Agreements”) between
WordLogic and EH & P Investments AG (“EH&P”) dated March 1,
2005, May 11, 2005 and October 12, 2006, respectively. This letter will confirm
our understanding regarding the repayment by WordLogic to EH&P of all
amounts payable to EH&P pursuant to the Loan
Agreements. WordLogic and EH&P agree as follows:
Each WordLogic and
EH&P acknowledge that the full amount of the debt (the “Debt”) outstanding and payable
to EH&P pursuant to the Loan Agreements is US$589,631.79, which amount
includes principal and interest.
Accordingly, the
parties agree that, in full settlement of the Debt, Worldlogic shall pay to
EH&P 3,930,879 common shares (the “Shares”) in the capital stock
of WordLogic at the fair market value of US$0.15 per share for a total value of
US$589,631.79 WordLogic's obligation to issue the Shares shall be
subject to EH&P returning to WordLogic by January 15, 2008 a fully executed
copy of the subscription agreement attached hereto and incorporated into this
agreement as Schedule “A”.
Furthermore, in
consideration of the Shares, EH&P, on behalf of itself, its affiliates,
parents, subsidiaries, directors, officers, agents, employees, representatives,
successors and assigns, hereby releases and forever discharges WordLogic and its
past, present and future directors, officers, attorneys, principals, owners,
agents, insurers and employees, jointly and severally, from any and all claims,
counterclaims, cross claims, demands, actions or causes of action arising from
the Loan Agreements, including, but not limited to, compensatory damages,
statutory damages, exemplary damages, punitive damages, declaratory and
injunctive relief, costs, expenses, and attorneys' fees.
Kindly acknowledge
your acceptance of the foregoing arrangement by returning a signed copy of this
letter and the attached Schedule “A” to us. By signing below,
EH&P acknowledges that this agreement constitutes the final written
expression of all the terms between EH&P and WordLogic regarding the
settlement of the Loan Agreements and the Shares, and shall be biding upon and
enure to the benefit of WordLogic, EH&P and their respective
representatives, officers, directors, agents, employees, successors and
assigns.
This agreement may
be executed by facsimile and in counterparts.
Yours
truly,
WORDLOGIC
CORPORATION
By:
/s/Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx,
President and Chief
Executive Officer
ACCEPTED:
EH
& P INVESTMENTS AG
by
its authorized signatory
/s/Xxxxx
X. Xxxx
Xxxxx X.
Xxxx
Chairman
Date: December 17,
2008