Unassociated Document


     

    Exhibit
      10.9

    

      CONFIDENTIAL        

      


      REDEMPTION,
        SETTLEMENT
        AND RELEASE AGREEMENT

      


      THIS
        REDEMPTION SETTLEMENT AND RELEASE AGREEMENT (the "Agreement")
        is dated
        as
        of this 6th
        day of
        June (the "Effective
        Date")
        by and
        among CX2 TECHNOLOGIES, INC., a Nevada corporation (the "Company"),
        ADAM
        and JULIE REISER, husband and wife (“Reiser”),
        MICHAEL RAND, an individual (“Rand”),
        ALBERT
        KOENIGSBERG (“Albie”)
        and
        DIGITAL DIAL, LLC, a Florida limited liability company ("Digital").
        

      


      RECITALS:

      


      A. 
        Gulf Coast Ventures, Ltd. (“Gulf”)
        was
        issued 10,000,000 shares of the Company's common stock (the "Gulf
        Shares"),
        by
        former management of the Company in exchange for consideration the Company
        never
        received. 

      


      B. 
        Pursuant to the terms and conditions contained herein, the parties agree
        to
        cancel the Gulf Shares and return them to the Company.  

      


      AGREEMENT:

      


      ARTICLE
        I

      


      FINANCIAL
        TERMS; RESIGNATION

      


      1.1. 
        Return
        of Shares. On
        or
        before the Closing, as defined below, Reiser shall deliver to the Company
        those
        Company stock certificates in his possession that are registered in Gulf’s name
        as set forth in Schedule 1.1 referred to herein as the “Gulf Shares” totaling
        10,000,000 shares issued as Certificate Number 1636.

      


      1.2. 
        Medical
        Bill Payment.  Reiser
        shall receive a check in the amount of $3,000 (“Medical
        Payment”)
        as
        payment for all outstanding and unpaid medical bills incurred while employed
        by
        the Company and a payment of $5,000 for past services rendered to the Company
        (“Cash
        Payment”).

      


      1.3. 
        Return
        of Records. If
        requested by Rand, Reiser shall execute a signature card for the Company’s bank
        account ending in numbers 6231 and deliver it to the Company as of the
        Closing.

      


      1.4. 
        Closing.
        The
        closing of the transactions described in this Article I contemplated herein
        (the
        "Closing")
        shall
        occur at the Company's offices, 3700 Airport Road, Suite 410B, Boca Raton,
        Florida 33431 at the earliest practicable date but in no event later than
        June
        6, 2008.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

      


      REPRESENTATIONS
        AND WARRANTIES

      


      With
        respect to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 below, Reiser hereby jointly
        and
        severally represents and warrants, and with respect to Section 2.3 and Section
        2.5, Digital represents and warrants to the Company as of the date of this
        Agreement, and, solely with respect to Section 2.4 below, the Company represents
        and warrants to Reiser as of the date of this Agreement that:

      


      2.1. 
        Gulf
        Shares Free from Claims.
        Reiser
        has been given the authority by the registered holder to remit the Gulf Shares
        back to the Company and the registered holder of the Gulf Shares is the
        beneficial owner of each such share. All such Gulf Shares were not duly or
        validly issued as no consideration was received but are free and clear from
        any
        lien, claim, pledge, charge or encumbrance. Other than this Agreement, there
        are
        no outstanding subscriptions, options, rights, warrants, debentures,
        instruments, convertible securities or other agreements or commitments now
        obligating the Gulf Shares, or if hereafter exercised would require any such
        registered holder, to transfer or surrender any of the Gulf Shares.

      


      2.2. 
        Agreement
        Binding. Neither
        the execution, delivery, nor performance of this Agreement by Reiser will,
        with
        or without the giving of notice or the passage of time, or both, conflict
        with
        or result in a default, right to accelerate or loss of rights under, or result
        in the creation of, any lien, charge or encumbrance or any franchise, mortgage,
        deed of trust, lease, license, agreement, understanding, law, rule or
        regulation, or any order, judgment or decree to which Reiser is a party or
        by
        which Reiser may be bound or affected. 

      


      2.3. 
        Full
        Settlement. Reiser,
        Cohen and Digital agree that upon the Closing of this Agreement, no further
        compensation is due or owing to Gulf or Reiser from the Company or any of
        its
        respective officers, directors, accountants, legal advisors, or any other
        agent,
        whether in the form of cash or non-cash compensation, with respect to any
        relationship between the Company and Reiser. Reiser further acknowledges
        that
        the Medical Payment and Cash Payment are being paid to Reiser in lieu of
        payment
        to Gulf for redemption and cancellation of the Gulf Shares.

      


      2.4. 
        Full
        Settlement. The
        Company agrees that upon the Closing of this Agreement, no further compensation
        is due or owing to the Company from Reiser, or any of his respective officers,
        directors, accountants, legal advisors, or any other agent, whether in the
        form
        of cash or non-cash compensation, with respect to any relationship between
        the
        Company and Gulf or Reiser.

      


      2.5. 
        Authority. 
        The
        manager and member(s), as applicable, of Digital have duly authorized the
        execution of this Agreement and the consummation of the transactions
        contemplated herein. Digital, Rand, Albie and Reiser each have the full power
        and authority to execute, deliver and perform this Agreement, and this Agreement
        is a legal, valid and binding obligation of Digital, Rand, Albie, and Reiser
        and
        is enforceable in accordance with its terms, except as enforceability may
        be
        limited by applicable bankruptcy, insolvency, and similar statutes affecting
        creditors’ rights generally and judicial limits on equitable
        remedies.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.6. 
        General. The
        recitals and agreements in this Agreement are and will be true and accurate,
        and
        have been and will be complied with and performed by the Company, Gulf, Albie,
        and Reiser, in all material respects, and on or before the Closing Date all
        related documents necessary or advisable to complete the settlement transaction
        will be delivered to the Company.

      


      2.7. 
        Reiser,
        Digital Release. Rieser,
        Gulf, Digital and their successors, assigns, affiliates, subsidiaries,
        divisions, present and former managers, members, officers, employees, heirs,
        executors, successors, predecessors, assigns, present and former partners,
        principals, employees, agents, attorneys, and all other persons acting on
        behalf
        of the aforementioned parties (the "Rieser
        Parties")
        hereby
        release and forever discharge the Company, Rand and Albie and their successors,
        assigns, affiliates, subsidiaries, divisions, present and former officers,
        directors, employees, shareholders, agents, attorneys, and all other persons
        acting on behalf of the aforementioned parties (the "Company
        Parties")
        from
        any and all claims, debts, demands, suits, actions and causes of action of
        whatsoever kind and nature, whether in law or in equity, known or unknown
        that
        the Rieser Parties may now have, at any time prior hereto ever had, or hereafter
        may have or could assert against the the Company Parties for, upon or by
        reason
        of any matter, cause or thing whatsoever arising out of, set forth in, or
        connected with the Settlement Shares, the Gulf Shares and this transaction.
        Rieser and Digital acknowledge and agree that they do not claim or have any
        interest in any patents, copyrights or any other intellectual property rights
        relating to the Company's products, marketing materials, documentation or
        other
        assets, and that any such rights have vested in the Company as works for
        hire to
        the extent permitted by applicable law or have been assigned to the Company.
        

      


      The
        Company Parties hereby release and forever discharge the Rieser Parties from
        any
        and all claims, debts, demands, suits, actions and causes of action of
        whatsoever kind and nature, whether in law or in equity, known or unknown
        that
        the Company, or the Companies Parties may now have, at any time prior hereto
        ever had, or hereafter may have or could assert against the Rieser Parties
        for,
        upon or by reason of any matter, cause or thing whatsoever arising out of,
        set
        forth in, or connected with the Company. 

      


      2.8. 
        No
        Release of Obligations Contained in this Agreement. The
        Parties hereby each acknowledge and agree that nothing contained in this
        Agreement shall release or discharge any of them from rights, duties and
        obligations contained in or assumed under this Agreement.

       

      2.9. 
        Release
        Not Applicable to Future Services. Notwithstanding
        any language to the contrary contained herein, in the event that the parties
        engage in future contracts for services, any and all claims, debts, demands,
        suits, actions, and courses of action arising from such services, occurring
        after the execution date shall not be released and discharged by this
        Agreement.

      


      ARTICLE
        III

      


      MISCELLANEOUS

      


      3.1. 
        Confidentiality.
        Digital
        and Reiser as well as the Company, its officers and directors will not discuss
        or disclose this Agreement or any of its terms with or to any unaffiliated
        person or entity not signing this Agreement, except as required by law, and
        will
        not voluntarily cooperate or aid any claimant adverse to the Company, and
        to
        Digital and Reiser respectively. Digital and Reiser may disclose the terms
        of
        this agreement only with their legal and financial advisors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.2. 
        Effectiveness.
        Digital
        and Reiser acknowledge that they have freely, knowingly and voluntarily entered
        into this Agreement. This Agreement sets forth in full all remaining terms
        of
        any obligation between the parties. 

      


      3.3. 
        Separate
        Counsel. The
        parties stipulate and agree that, in entering into this Agreement, they have
        relied upon the advice and representation of counsel and other advisors selected
        by them, the Company having urged Digital and Reiser to rely on separate
        counsel
        chosen by them. Digital and Reiser particularly stipulate and agree that
        they
        were afforded time within which to consider the terms of this Agreement,
        with
        their legal counsel if they so chose, and that they and their counsel and
        advisors have not received and are not relying on any representations or
        warranty from any person or entity retained or employed by the Company in
        connection with Digital’s and Reiser's entry into this Agreement. 

      


      3.4. 
        Waiver
        of Breach or Default. No
        waiver
        of any breach or default hereunder shall be considered valid unless in writing
        and signed by the party giving such waiver, and no such waiver shall be deemed
        a
        waiver of any subsequent breach or default of the same or similar
        nature.

      


      3.5. 
        Successors
        and Assigns. This
        Agreement shall be binding upon and inure to the benefit of each party hereto
        and its successors and assigns.

      


      3.6. 
        Paragraph
        Headings. The
        paragraph headings contained herein are for the purposes of convenience only
        and
        are not intended to define or limit the contents of said
        paragraphs.

      


      3.7. 
        Counterparts.
        This
        Agreement may be executed in one or more counterparts, all of which taken
        together shall be deemed one original.

      


      3.8. 
        Applicable
        Law. This
        Agreement and all amendments thereof shall be governed by and construed in
        accordance with the laws of the State of Florida applicable to contracts
        made
        and to be performed therein and the parties herein are subject to the personal
        jurisdiction of the courts in and for the State of Florida, with venue to
        lie in
        Palm Beach County.

      


      3.9. 
        Severability.
        Wherever
        there is any conflict between any provisions of this Agreement and any statute,
        law, regulation or judicial precedent, the latter shall prevail, but in such
        event the provisions of this Agreement thus affected shall be curtailed and
        limited only to the extent necessary to bring it within the requirement of
        the
        law. In the event that any part, section, paragraph or clause of this Agreement
        shall be held by a court of proper jurisdiction to be invalid or unenforceable,
        the entire Agreement shall not fail on account thereof, but the balance of
        the
        Agreement shall continue in full force and effect unless such construction
        would
        clearly be contrary to the intention of the parties or would result in
        unconscionable injustice.

      


      3.10. 
        Litigation.
        In the
        event of any litigation between the parties arising out of this Agreement,
        the
        prevailing party shall be entitled to recover its court costs and reasonable
        attorneys' fees. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.11. 
        Entire
        Agreement and Modification. This
        Agreement represents the entire agreement by, between and among any of the
        parties and supersedes in its entirety the agreement between the parties
        dated
        May 30, 2008 and may be modified only by a duly authorized writing, executed
        by
        the parties or their respective heirs, successors or assigns.

      


      


      [Signature
        Page Follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	Company:
	 	 
	 	CX2
                TECHNOLOGIES, INC., a Nevada corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Michael Rand 
	 	
                
Michael
                Rand, CEO
	 	 
	 	Date:
                6/6/2008


      

       

      
        	 	 	 
	 	Reiser:
	 
 	 
 	 
 
	 	        	/s/
                Adam
                Reiser 
	 	
                
Adam
                Reiser


         

        
          	 	 	 
	 	        	/s/
                  Julie Reiser 
	 	
                  
Julie
                  Reiser
	 	 
	 	Date:
                  6/6/2008


        

         

        
          	 	 	 
	 	Digital:
	 	 
	 	DIGITAL
                  DIAL, LLC, a Florida limited liability company
	 
 	 
 	 
 
	 	By:  	/s/
                  Adam Reiser 
	 	
                  

                
	 	 
	 	Date:
                  6/6/2008


        

         

        
          	 	 	 
	 	Rand:
	 
 	 
 	 
 
	 	        	/s/
                  Michael Rand 
	 	
                  
Michael
                  Rand
	 	 
	 	Date:
                  6/6/2008


        

         

        
          	 	 	 
	 	Koenigsberg:
	 
 	 
 	 
 
	 	        	/s/
                  Albert Koenigsberg 
	 	
                  
Albert
                  Koenigsberg
	 	 
	 	Date:
                  6/6/2008