CADV 8k WHEREAS, CareAdvantage agrees that it will not seek anything further including but not limited to any other payment from Horizon;
NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree and intend to be legally bound as follows:
1. Cash Payment. HBSBC agrees to pay to CAI the sum of Five Hundred Thousand Dollars ($500,000.00) within five (5) days of receiving fully executed copies of this Agreement and the Waiver and Consent executed by CW Ventures II, L.P.
2. Stock Transfer. Horizon agrees to assign and transfer to CAI all right, title and interest in and to all 53,394,820 shares of common stock, par value $0.001 per share, of CAI (the "Stock"), such shares representing all of the outstanding shares of common stock of CAI owned by Horizon or any affiliated entity, by delivering fully-endorsed certificates for all of the Stock to CAI within five (5) days of receiving fully executed copies of this Agreement and the Waiver and Consent executed by CW Ventures II, L.P.
3. Resignation of HBCBS-Nominated CAI Board Members. HBCBS shall procure and deliver to CAI the resignations of the HBCBS-nominated members of the CAI Board of Directors, Patrick J. Geraghty and Christine L. Nelson, within five (5) days of receiving fully executed copies of this Agreement and the Waiver and Consent executed by CW Ventures II, L.P.
4. Mutual Release and Waiver of Claims. For and in consideration of the obligations assumed by the Parties in this Agreement, the Parties hereby release, relinquish and forever discharge the Parties, their affiliates, parents, subsidiaries, successors, and predecessors, and all of their past and
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current employees, agents, attorneys, officers and directors, as well as any other persons, from any and all claims, liens, demands, obligations, actions, causes of actions, counts, damages, liabilities, losses, fees, costs or expenses, of any nature whatsoever, known or unknown, ascertained or unascertained, suspected or unsuspected, existing or claimed to exist, from the beginning of time to the date of the signing of this Agreement, including, but not limited to, all claims and/or potential causes of action arising out of, asserted in, or in any way related to the Action. This includes any claims or potential causes of action from the beginning of time to the date of the signing of this Agreement that may or may not be deemed to be encompassed by the entire controversy doctrine. Notwithstanding anything herein to the contrary, this Release shall not apply to any claims or potential causes of action related to health insurance coverage or other employee benefits provided by Horizon to CareAdvantage employees. CAI acknowledges and agrees that the payment
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