“Agreed Settlement Consideration. a) TPTS hereby waives and releases any claims against Second Parties, under the terms hereof, and release any claim to ownership of the interests in Information and Security Training LLC to Everett Lanier b) The Second Party, Everett Laner hereby waives and releases any claim of ownership to a total of 500,000 shares of Series B Preferred Stock of TPTS The Second Parties acknowledge such shares are surrendered hereunder, for cancellation of record to TPTS, and any claim related thereto is hereby irrevocably waived by the Second Party, Everett Lanier, individually. The Second Parties, collectively and individually, hereby deliver such certificate hereby to the TPTS, and this agreement shall suffice as the Stock Power for the cancellation of the Certificate by TPTS. This agreement and the Stock power delivered herewith shall be deemed authority to cancel the shares of record, and the Company is given Power of Attorney hereby to take any such required actions in the name of any of the Second Party, Everett Lanier, by the execution of this agreement. d) As a material inducement to the Company to enter into this agreement, which agreement is material and a major inducement to TPTS the Second Parties represent, warrant and acknowledge that releasing the claims as to Series B Preferred shares of TTS held by Everett Lanier shall not constitute an act of Bankruptcy, and the claim to the Series B shares of TPTS is recognized as contingent and disputable by TPTS, is of nominal value due to the failure of business in Information Security and /training LLC, contrary to the representations of the Second Parties, upon which TPTS had relied, and that Everett Lanier is receiving full, fair and adequate consideration in accordance with the terms hereof, in return for the releases herein. In the event of a bankruptcy of Everett Lanier in which the estate asserts a right to set aside this agreement, Everett Lanier agrees and covenants that all attorneys, fees, costs and damages to the Company, TPTS, shall be deemed a priority claim, shall be non-dischargeable in Bankruptcy, and all attorneys' fees and costs to litigate the matter after the date of the Bankruptcy petition incurred by the Company, TPTS, shall not be dischargeable in the Bankruptcy and shall constitute a personal debt of Everett Lanier to the Company, chargeable against any purported value of the Series B Preferred shares of TPTS, if any.”
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