DEBTSETTLEMENT AGREEMENT
This DEBT SETTLEMENT AGREEMENT (this “Agreement”) is dated August 4, 2017 (the “Effective Date”), by and between Carebourn Capital, L.P. (“HOLDER”), and Textmunication Holdings, Inc., a Nevada corporation (“TXHD”).
R E C I T A L S:
WHEREAS, TXHD issued a convertible promissory note in the principal amount of$30,500.00 to the HOLDER (the “Note”) on November 5, 2015, which was amended on July 12, 2016 to reflect an addition of$15,250.00 in principal to the balance of the Note;
WHEREAS, HOLDER sold an interest in the Note worth $30,500.00 to a thirdparty, but retained the remaining $15,250.00 interest in theNote; and
WHEREAS,HOLDER and TXHD desire tosettle all of the outstanding obligations under the remainingamounts due under the Note, as furtherprovided herein.
NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, thepartiesmutually agree asfollows:
1.Settlement of Note.
1.1Settlement. TXHD and HOLDER agree to settle all of the outstanding principal, interest, and penaltiesowed under the Note as follows: the HOLDERshall be entitled to convert all amounts owed under the Note, pursuant to the terms of the Note,provided, however, that all remaining amounts owed under the Note shall be deemed forgiven by the HOLDERafter TXHD’s issuance of an aggregate total of 70,000,000 shares of its common stock (the “Settlement Shares”) to HOLDER pursuant tosuch conversion(s). For the avoidance of doubt, the HOLDER shall be entitled to effectuate such conversion(s) under the Note in the amounts and at such times as the HOLDER desires in HOLDER’s sole discretion, provided, however, that the aggregate amount of shares ofcommon stock to be issued to HOLDER pursuant to such conversion(s) shall not exceed theSettlement Shares. Further, TXHD’scurrent transfer agent isWorldwide Stock Transfer, LLC (“Worldwide”), and TXHD shall not terminateWorldwideas TXHD’s transfer agent until the HOLDER hassold all of the Settlement Shares.
2.Representations and Warranties of TXHD.
2.1Authorization. The execution, delivery and performance by TXHD of this Agreement and the performance of all of TXHD’s obligations hereunder have been duly authorizedby all necessary corporate action, and this Agreement has been duly executed and deliveredby TXHD. This Agreement constitutes thevalid and binding obligation of TXHD enforceable in accordance with itsterms. The execution and performance of the transactions contemplated by this Agreement and compliance with its provisions by TXHD will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, its Certificate of Incorporation or Bylaws or any agreement to which TXHD is a party or by which itor any of its properties is bound.
2.3Binding Obligation. Assuming thedue execution and delivery of this Agreement, this Agreement constitutes the valid and binding obligation of TXHD, enforceable against TXHD in accordance with its terms.
2.4Holder Release. TXHD, on behalf of itself and its agents, heirs, representatives, successorsand assigns, agrees to fully release,acquit and forever discharge the HOLDER, and its respective officers, directors,agents, employees, attorneys, owners,members, affiliates, predecessors, successors and assigns and all past, present and future officers, directors, agents, employees, attorneys,owners,members, affiliates, successors, predecessors and assigns, any one of them, or any combination of them, and anyone or any entity related thereto from all known or unknown, revealed and concealed, contingent and non-contingent claims, actions, causes of action, and suits for damages, at law or inequity, filed or otherwise, and allotherclaims whatsoever, in law or in equity, contract or tort,which TXHD ever had or now has against any of the aforementioned, by reason of anymatter that is related to or arising from the acts and events underlying or giving rise to the Note, the dispute and the claims asserted therein. This waiver and release does not include TXHD’s rights to enforce this Agreement and any actionor claim that cannot bewaived as a matter of law.
2.5TXHD Release. The HOLDER, on behalf of itself and its agents, heirs, representatives, successors and assigns, agrees to fully release,acquit and forever discharge TXHD and its respective agents, employees, attorneys, predecessors, successors andassigns and all past,present and future agents, employees, attorneys,successors,predecessors and assigns, any one of them, or any combination of them,and anyoneor any entity related thereto from all known orunknown, revealed and concealed, contingent and non-contingentclaims, actions, causes ofaction, and suits for damages, at lawor in equity, filed or otherwise that the HOLDER ever had or now has against any of the aforementioned, by reason of anymatter that is related to or arising from the acts and events underlying or giving rise to the Note, thedispute and the claims asserted therein. This waiver and release does not include HOLDER’s rights to enforce this Agreement and any action or claim that cannot be waived as a matter of law.
2.6 HOLDER and TXHD furtheracknowledge that theymay hereafter discover claims or facts in addition to or different from those which they nowknow or believe to exist with respect to the subjectmatterof the Note, which, if known or suspectedat the time of the execution of this Agreement,may havematerially affected their decision. Nevertheless, the parties hereby waive any rights, claim or cause of action that existed at the time ofthe execution of this Agreement. The parties acknowledge that they understand the significance and consequence of their release and thespecific waiver of all such known and unknown claims.
3.Representations and Warranties of theHOLDER.
3.1Authorization. The HOLDER has full power and authority to enter into this Agreement, to perform its obligationshereunder and thereunder and to consummate the transactions contemplated herebyand thereby. This Agreement constitutes a valid and legally binding obligation of theHOLDER, enforceable in accordance with the terms.
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3.2Bona Fide Interest. The HOLDER has not assigned or inany way conveyed any portion of the remaining principal amount of $15,250.00 under the Note.
4.Miscellaneous.
4.1No Third Party Beneficiaries. This Agreement shall notconfer any rights or remedies upon any person other than theparties and their respective successors and permitted assigns.
4.2Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among theparties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subjectmatter hereof.
4.3Counterparts. This agreementmay be executed in one ormore counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4.4Governing Law. This Agreement shall be governedby and construed in accordance with the laws of the State of Nevada (without regard to conflict of laws).
4.5NoWaiver/Amendments. Any waiver by any party to this Agreement of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiverbe construed as a waiver of such provision respecting any future event orcircumstance. Noamendment of any provision of this Agreement shall be valid unless the same shall be inwriting and signed by the HOLDER and TXHD.
4.6Severability. Any term or provision of this Agreement that is invalidor unenforceable in any situation in any jurisdiction shall notaffect thevalidity or enforceability of the remaining terms and provisionshereof or the validity orenforceability of the offending term or provision in any other situationor in any other jurisdiction.
4.7Costs. Each party will bear the costs and expenses incurred by it inconnection with this Agreement and thetransaction contemplated thereby.
4.8Survival of Terms. All representations, warranties and covenants contained in this Agreement or in any certificates or other instruments delivered by or on behalf of the parties hereto shall be continuous and survive the execution of this Agreement.
4.9Non-Assignment. This Agreement and the obligations hereunder shall not be assignable.
4.10Notices. Notices hereunder shall be given onlyby personaldelivery, registeredor certifiedmail, return receipt requested, overnight courierservice, or telex, telegram, facsimile or other form of electronicmail and shall be deemed transmitted when personallydelivered or deposited in themail or delivered to a courier service or a carrier for electronic transmittal or electronically transmitted by facsimile (as thecasemay be), postage or charges prepaid, and properly addressed to the particularparty to whom the notice is to besent.
4.11Headings. The headings used in this Agreement are for convenience only and shall not by themselves determine the interpretation, construction ormeaning of this Agreement.
4.12Attorneys’ Fees and Costs.In the event any party to this Agreement shallbe required to initiate legal proceedings to enforce performance of any term or condition of this Agreement, including, but not limited to, the interpretation of any term or provision hereof, the payment ofmoneys or the enjoining of any actionprohibited hereunder, the prevailing party shall be entitled to recover suchsums in addition to any other damages or compensation received, as will reimburse the prevailing party for reasonable attorneys’ fees and court costs incurredon account thereof (including, without limitation, the costsof any appeal) notwithstanding the nature of the claim or cause of action asserted by the prevailingparty.
[Signature page to follow]
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IN WITNESS WHEREOF, the HOLDER and TXHD have caused this Agreement to be executed as of the Effective Date.
| HOLDER: | ||
| CAREBOURN CAPITAL, L.P. | ||
| By: | CarebournPartners, LLC | |
| a Minnesota limited liability company, itsGeneral Partner | ||
| By: | ||
| Name: | Chip Rice | |
| Title: | Managing Member | |
| THE ISSUER: | ||
| TEXTMUNICATION HOLDINGS, INC. | ||
| By: |  | |
| Name: | Wais Asefi | |
| Title: | ChiefExecutiveOfficer | |
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