ex10-1.htm


    EXHIBIT
10.1

    AGREEMENT
AND RELEASE AGREEMENT

    


    THIS AGREEMENT AND RELEASE AGREEMENT
(the "Agreement") is made and entered into as of the 12th day of November, 2008
by and between Graubard Miller (“GM”), on the one hand, and Don K. Rice (“Rice”)
and Ascend Acquisition Corp., a Delaware corporation (the "Company"), on the
other hand.

    


    Recitals

    


    WHEREAS, GM is a law firm that has
represented the Company in certain of its legal affairs;

    


    WHEREAS, the Company owes a significant
amount in legal fees and expenses to GM for legal services heretofore provided
by GM to the Company; and

    


    WHEREAS, Rice now owns 135,810 shares
of the common stock of the Company (the "Common Stock"), after taking into
account the Company’s recent one-for-10 reverse stock split;

    


    WHEREAS, Rice may after the date hereof
acquire the actual ownership of additional shares of Common Stock;
and

    


    WHEREAS, to settle all claims that GM
has or might have against the Company for legal fees and expenses, billed or
unbilled, for legal services heretofore provided by GM to the Company, (a) Rice
desires to transfer to GM 10% of the shares of Common Stock described in the two
recitals immediately preceding, subject to no liens, security interests,
encumbrances, claims, charges or restrictions on the transfer thereof (other
than those imposed by applicable securities laws), and (b) GM desires to acquire
from Rice 10% of such shares, all upon and subject to the terms, provisions and
conditions set forth herein;

    


    Agreements

    


    NOW, THEREFORE, in consideration of the
issuance to GM of 13,581 shares of Common Stock provided for herein, $10.00, and
other good and valuable consideration (the receipt, adequacy and sufficiency of
which is hereby acknowledged and confessed by GM), each party hereto hereby
agrees as follows:

    


    1.           Rice
hereby agrees to transfer promptly to GM, upon the delivery of this Agreement
signed by GM, 13,581 shares of Common Stock, free and clear of any and all
liens, security interests, encumbrances, claims, charges and restrictions on
transfer, other than those imposed by applicable securities laws.  In
the event that Rice and/or his affiliates should after the date hereof ever
acquire the actual ownership of any additional shares of Common Stock in any
manner or by any means, Rice shall use reasonable best efforts to cause to be
transferred to GM promptly (but in no case later than five business days after
Rice receives stock certificates representing such additional shares) 10% of the
additional shares so acquired.  The transfer of shares provided for by
this paragraph 1 shall constitute full payment of all legal fees and expenses,
billed or unbilled, for legal services heretofore provided by GM to the
Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.           In
consideration of the transfer of the shares of Common Stock pursuant to
paragraph 1 above, GM and GM's successors and assigns, have this day released
and by these presents do release, acquit and forever discharge the Company and
its officers, directors, shareholders, employees, subsidiaries, affiliates,
successors and assigns, from any and all Claims.  For purposes of this
Agreement, "Claims" means all demands, complaints, claims, rights, actions,
causes of actions, suits, proceedings, damages, judgments, costs, expenses,
compensation, promises, agreements, debts, liabilities and obligations of any
kind whatsoever, at common law, by statute, contract, or otherwise which GM has,
might have, had or might have had in the past, against any person released
hereby, known or unknown, directly or indirectly arising out of, resulting from
or relating in any way to, any legal fees and expenses, billed or unbilled, for
legal services heretofore provided by GM to the Company.

    


    3.           It
is expressly understood and agreed that the terms of this Agreement are
contractual and not merely recitations and that the agreements herein contained
are to compromise doubtful and disputed Claims, avoid litigation, and buy peace
and that no releases or other consideration given shall be construed as an
admission of liability, all liability being expressly denied by each party
hereto.

    


    4.           It
is further understood and agreed that this Agreement contains the entire
agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter hereof.  No oral understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist.  This
Agreement cannot be changed or terminated except in writing signed by all
parties hereto.

    


    5.           By
execution of this Agreement, GM covenants and warrants to the Company that no
Claim that GM has, might have, had or might have had in the past against any
person released hereby, has previously been conveyed, assigned, or in any manner
transferred, in whole or in part, to any third party.  GM expressly
represents, covenants and warrants that GM has full authority to release any and
all Claims GM has, might have, had or might have had in the past against each
person released hereby.

    


    6.           Should
any court, by judgment or decree, determine that this Agreement does not fully
and finally discharge all Claims which GM has, might have, had or might have had
in the past against any person released hereby, prior to the date of this
Agreement, then GM agrees to reform this document to release any such Claims not
hereby released.

    


    7.           GM
warrants and represents that GM understands that this is a full, final, and
complete settlement with each party released hereby of all known and unknown
Claims that GM has, might have, had or might have had in the past, whether under
statute or common law, or otherwise.  GM warrants and represents that
it has been a law firm that has represented the Company, and that as such it is
familiar with the business and financial condition, properties, operations and
prospects of the Company, it has been given full access to all material
information concerning the condition, properties, operations and prospects of
the Company, it has had an opportunity to ask such questions of, and to receive
such information from, the Company as it has desired and to obtain any
additional information necessary to verify the accuracy of the information and
data received, and it is satisfied that there is no material information
concerning the condition, 

     

    
      
         

      

      
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    properties,
operations and prospects of the Company, of which it is unaware; it has such
knowledge, skill and experience in business, financial and investment matters so
that it is capable of evaluating the merits and risks of and an acquisition of
the shares of Common Stock; it has reviewed its financial condition and
commitments and that, based on such review, it is satisfied that it (a) has
adequate means of providing for contingencies, (b) has no present or
contemplated future need to dispose of all or any of the shares of the Common
Stock to be acquired, to satisfy existing or contemplated undertakings, needs or
indebtedness, (c) is capable of bearing for the indefinite future the economic
risk of the ownership of the shares of Common Stock to be acquired, and (d) has
assets or sources of income which, taken together, are more than sufficient so
that it could bear the loss of the entire value of the shares of Common Stock to
be acquired; it is and will be acquiring the shares of Common Stock solely for
its own beneficial account, for investment purposes, and not with a view to, or
for resale in connection with, any distribution of the shares of Common Stock;
it understands that the shares of Common Stock to be acquired have not been and
are not likely to be registered under the Securities Act of 1933 or any state
securities laws and therefore the shares of Common Stock to be acquired are and
will be "restricted" under such laws and may not be resold without registration
or an exemption therefrom, and all stock certificates representing shares of
Common Stock to be issued to it will bear a legend to such effect; and it has
not offered or sold and will not offer or sell any shares of Common Stock to be
acquired and has no present intention of reselling or otherwise disposing of any
shares of Common Stock to be acquired either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or non-occurrence of
any predetermined event or circumstance.

    


    8.  (a)    For
purposes of this Section 8, the term "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business by the
Company.

    


    (b)         Whenever
Rice believes a proposed Business Combination is in the best interests of the
Company and its stockholders, Rice shall give written notice to such effect to
GM.  In such event, GM agrees that it will not take any action to
hinder or prevent the consummation of the related Business Combination, and that
it will vote all shares of Common Stock owned by it in favor of the related
Business Combination if the consideration of the same is put to the Company’s
stockholders for their approval.

    


    9.           If
in the future GM wishes to dispose of any of its shares of Common Stock acquired
pursuant to this Agreement, GM shall first offer in writing to sell such shares
of Common Stock to Rice, at a purchase price and on such terms as GM intends in
good faith to sell to a bona fide third party.  Following the receipt
of the written offer provided for hereinabove, Rice shall have an option,
exercisable for fifteen (15) days, to purchase all or any portion of the shares
of Common Stock proposed to be sold at the price and on the terms set forth in
the notice.  In the event that all of the shares of Common Stock
proposed to be sold by GM is not purchased in accordance herewith before the
expiration of the time period esta­blished herein therefor, all of the
shares of Common Stock may be sold, at a price no lower and upon terms no more
favorable than the price and terms that the shares of Common Stock could have
been purchased pursuant to the option that it was subject to.  Such
sale shall be free and clear of the terms of this Agreement during the
three-month period beginning after the expiration of the aforementioned 15-day
period, but thereafter any shares of Common Stock not so sold shall again be
subject to the terms and conditions of this 

     

    
      
         

      

      
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    Agreement.  The
closing of the sale and purchase of any shares of Common Stock pursuant hereto
shall occur within fifteen (15) days after the option is exercised in accordance
herewith.  At the closing, (a) GM shall deliver the appropriate stock
certificates, properly endorsed or accom­panied by a properly prepared and
executed stock power, and (b) Rice shall deliver the consideration required
herein.  All certificates representing shares of Common Stock now
owned or that may hereafter be acquired by each Purchaser shall have a legend on
the back thereof substantially as follows:

    


    
      	
               
      

            	
              SHARES
      OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF
      FIRST REFUSAL AGREEMENT THAT PROVIDES SIGNIFICANT RESTRICTIONS ON THE
      TRANSFERABILITY OF THE SHARES OF COMMON STOCK REPRESENTED
      HEREBY.

            


    

    


    Such certificates shall state on the
front thereof sub­stantially as follows:

    


    SEE RESTRICTIONS ON TRANSFER HEREOF ON
REVERSE SIDE.

    


    10.           This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no party may assign or
transfer its rights or obligations under this Agreement without the prior
written consent of the other parties hereto.  This Agreement contains
the entire understanding among the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, inducements, or conditions, express or implied, oral or written,
except as herein contained.  The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.

    


    IN
WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first
date written above.

    


    
      	
              GRAUBARD
      MILLER

            	 	
              ASCEND
      ACQUISITION CORP.

            
	 
      	 	 	 
      	 
      
	 
      	 	 	 
      	 
      
	
              By:

            	 	 	
              By:

            	 
      
	 
      	 	 	 
      	
              Don
      K. Rice,

            
	
              Name:

            	 	 	 
      	
              Chief
      Executive Officer

            
	 
      	 	 	 
      	 
      
	
              Title:

            	 	 	
              Address:

            	
              517
      Fisher Road

            
	 
      	 	 	 
      	
              Bryn
      Mawr, PA 19010

            


    

    
 

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