Exhibit 10.25


 





AGREEMENT TO UNWIND
AND MUTUAL RELEASE


 


THIS
AGREEMENT TO UNWIND AND MUTUAL RELEASE
(the "Agreement"), dated as of February
11, 2019 (the “Effective
Date”), is entered into
between TODD A. CORRELL,
with an address located
at c/o Broadsmart
Florida, Inc., 1314 E. Las Olas
Blvd. Suite 1044, Fort Lauderdale,
FL 33301 (“Correll”), THOMAS J.
THARRINGTON, with an address located at
c/o Broadsmart Florida, Inc., 1314


E. Las
Olas Blvd. Suite 1044, Fort
Lauderdale, FL 33301 (“Tharrington”
and together with Correll,
“Seller”), and Broadsmart Florida,
Inc., a corporation organized under the
laws of the State
of Florida with its
principal address located at 1314 E. Las
Olas Blvd. Suite 1044, Fort
Lauderdale, FL 33301 (the “Company”
and together with Seller, “Broadsmart”),
on one side, and
NEXXIS INC., with an
address located at 48
South Service Road, Melville, NY 11747
(“Buyer”), on the
other side. Each of the parties
to this Agreement is individually referred
to herein as a “Party” and collectively,
as the “Parties”.


 


RECITALS


 


WHEREAS, on
November 5, 2018 (the “Closing
Date”), Buyer entered into and closed
that certain Stock Purchase Agreement
(the “SPA ”) with Seller
and the Company pursuant to which Buyer acquired
from Seller 100 shares
of common stock (collectively, the “Shares”)
of the Company,
representing 100% of the issued
and outstanding shares of common stock
of the Company, in consideration of (i)
a cash payment of
$12,500 and (ii) 15%
of the customer billing
of the Company
not including any taxes billed on
client invoices (the “Broadsmart Acquisition”);


 


WHEREAS, on January
30, 2019, Seller informed Buyer
it learned that the Company’s previous three


(3) years
of income tax
filings with the State of
Florida (collectively, the Invalid Tax
Filings”) were filed under an incorrect
Federal Tax ID Number;


 


WHEREAS, the
Invalid Tax Filings potentially pose certain
tax and tariff liabilities
to Buyer;


 


WHEREAS, in
order to resolve the aforementioned disclosure failure and related
potential tax and tariff liabilities to
Buyer, the Parties have agreed to unwind
and rescind the Broadsmart Acquisition whereby the
SPA and the Broadsmart
Acquisition shall be rescinded in their entirety
and shall be considered null and
void as if never entered into or closed.


 


WHEREAS, the
Parties have, between themselves, negotiated a complete
resolution of any and all disputes,
claims or potential claims arising
between them and intend, by the
terms of this
Agreement, to memorialize the resolution of
all disputes, claims or
potential claims between the Parties arising
during their relationship.


 


NOW, THEREFORE,
in consideration of the recitals
stated above, which all Parties agree are
accurate and complete,
the agreements, promises and warranties set
forth below and other good and valuable
consideration, receipt of which
is hereby acknowledged, the Parties agree
as follows:


 


TERMS OF
AGREEMENT


 


		1.	The above Recitals
are hereby made a part
of this Agreement.



 


2.     The Parties
acknowledge and agree that the SPA,
Broadsmart Acquisition and all transactions contemplated thereby, and
any other contractual agreements between the Parties,
whether oral or written, are rescinded in their
entirety and shall be considered
null and void upon the execution of this Agreement, and
all consideration deliverable by Buyer and Seller
shall be returned to the respective
issuing and paying
Parties.


 






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3.     
Upon execution of this
Agreement, the Parties release and forever
discharge each other and their respective
agents, servants, employees, proprietors, partners, officers, directors, shareholders, subsidiaries,
attorneys, predecessors, successors, assigns, heirs, survivors and personal representatives
of and from any
and all known or unknown
claims, debts, liabilities, demands, obligations,
damages, losses, costs, expenses,
attorney' s fees, actions and causes of
action, from the beginning of
time to the effective
date of this Agreement.
From the date of this
Agreement, the Parties agree that they will
not initiate any complaint,
suit, or action of
any kind against each other, in
law or equity, before a state court, federal
court, foreign court, or administrative
body; except as necessary to enforce the terms
of this Agreement.


 


4.    
Each of the
Parties hereby represents and warrants to
the other that it
has not heretofore assigned or transferred,
or purported to assign or
transfer, to any person
or entity any claims,
debts, liabilities, demands, obligations,
damages, losses, costs, expenses, attorneys' fees, actions or
causes of action
discharged and/or released herein. Each of the
Parties agrees to indemnify, hold harmless and defend
(including the payment of actual
attorneys' fees, costs and expenses)
the other of and
from any claims, debts,
liabilities, demands, obligations, damages, losses,
costs, expenses, attorneys' fees, actions or causes
of action that
are in any way based on
or arise out of any
such assignment or transfer.


 


5.   
The Parties each agree
that they will not directly
or indirectly make any negative
or disparaging remarks or
communications about or relating
to the other
Parties hereto, their members, operations, their business, their officers, Board members,
their employees, their independent contractors
or affiliates. The
Parties specifically agrees that they will not directly or
indirectly contact the press, will not
make any statements for
public dissemination, and will not respond
to inquiries from the press regarding
this Agreement or the other Parties.


 


6. 
Each of the
Parties represents and warrants
that it has been represented
by separate legal counsel
of its own
choice throughout all of the
negotiations that preceded the execution
of this Agreement
and in connection with the preparation
and execution of this Agreement;
that it has carefully and thoroughly
reviewed this Agreement in its entirety with counsel and
that it understands the terms used herein.


 


7. 
Each party has had the
opportunity to investigate this matter, determine the advisability
of entering into this
Agreement and has entered
into this Agreement freely and
voluntarily. Each of the
Parties acknowledges that in executing
this Agreement they rely solely on
their own judgment, belief and knowledge
and on such
advice as they may have received from their
own counsel and
that they have not been influenced by
any representation or statements
made by any of the
other Parties or their counsel.
No provision in this Agreement is to
be interpreted for or
against any of the Parties because
that Party or its counsel
drafted such provision.


 


8.   
This Agreement embodies
the entire understanding and
agreement of the
Parties concerning the resolution
of all disputes,
claims or potential claims between them
that arose during their working relationship and
as such, it
fully supersedes any other oral or
written understandings, agreements, representations
and warranties between them relating thereto.


 


9.  
The terms and conditions contained
in this Agreement shall inure to the
benefit of, and be
binding upon, the successors,
assigns, heirs, survivors and personal
representatives of each of
the Parties.






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10. The
Parties, and each of
them, agree to execute such
other documents and take such other
immediate action as may reasonably be necessary to
accomplish the purpose of this Agreement.


 







11. 
In the event that any
condition, covenant or other
provision of this Agreement
is held to be invalid or
void by any
court of competent jurisdiction, it shall
be deemed severable from the
remainder of this
Agreement and shall in no way affect any other condition, covenant or other
provision of this Agreement. If
such condition, covenant or other provision
is held to be invalid due to its
scope or breadth, it is agreed
that it shall be
deemed to remain valid to the extent
permitted by law.


 


12. 
No breach of
any provision of
this Agreement shall be
deemed waived unless
it is waived in writing. Waiver
of any one breach
shall not be deemed a waiver
of any other
breach of the same
or any other
provision of this Agreement.


 


13. 
This Agreement can only
be amended or modified by a written
agreement duly executed by all of the
Parties.


 


14. 
Any corporation signing this
Agreement represents and warrants that
such execution is in compliance with any required resolution of its Board
of Directors, duly adopted at a
meeting of such
Board of Directors. Any individual signing this
Agreement on behalf of another
individual, a corporation or a partnership
represents and warrants that he or
she has full authority to do
so.


 


15.  
The Parties acknowledge that
for the purpose of
enforcing the terms of this Agreement
or entering judgment appropriate jurisdiction
and venue shall lie within
the Jurisdiction of the
State of Florida.
This Agreement shall be governed
by and construed
and enforced under the laws
of the State
of Florida.


 


16. 
In the event either
party commences any action in a court
of law to
enforce this Agreement or obtain damages
for the breach
of this Agreement,
the prevailing Party shall be entitled
to an award of its actual attorneys' fees
and costs incurred in such action.


 


17.   
This Agreement may be
executed in counterparts,
and each counterpart shall be
considered an original. This Agreement shall not be
effective in any way
as to any of the
Parties until fully executed by
all parties and until
counsel for each of
the Parties has been delivered a fully
executed counterpart thereof.


 


18. 
The Parties agree that
upon the execution of this
Agreement they will return any and all
confidential and proprietary
business information in their possession belonging to any other
Party including, but not limited to,
any books and records,
statements of account, individual member
or shareholder information, business and
marketing plans, customer lists and vendor lists.


 


 


 


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IN WITNESS
WHEREOF, the Parties hereto have
caused this Agreement
to be duly
executed as of the Effective
Date first above
written.


 


 SELLER:


 


_______________________________ 


 


Todd
A. Correll


 


 


_______________________________


 


Thomas
J. Tharrington


 


 


COMPANY:


 


BROADSMART FLORIDA,
INC.


 


 


By:_____________________________


Name:Todd
Correll



		Title:	   CEO



 


 


BUYER:


 


NEXXIS
INC.


 





By:_____________________________


																																		      Charles
M. Piluso



		Title:	   CEO



 



 



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