Settlement and Release Agreement - Schmidt

     THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is entered into, effective the 31st day of March 2010 (the “Effective Date”), by and between Issuer Direct Corporation, a Delaware corporation (“Issuer Direct”) and Chauncey Schmidt, an individual (“Schmidt”). Issuer Direct and Schmidt are referred to in this Agreement individually as the “Party” or collectively as the “Parties.”

 

1.   Pursuant to an unsecured note payable issued on November 16, 2007, Issuer Direct owes to Schmidt $29,833, including all principal and accrued but paid interest (“Settled Debt”).  Issuer Direct and Schmidt desire to settle the Settled Debt pursuant to the terms and conditions of this Agreement.

 

2.           Issuer Direct agrees to issue to Schmidt 229,485 shares of the common stock, par value $.001 per share, of Issuer Direct (the “Shares”), upon the execution of this Agreement in settlement of the Settled Debt. Upon issuance of the Shares to Schmidt, the Shares shall be “restricted securities”, as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold or otherwise transferred unless the Shares have been registered with the Securities and Exchange Commission (the “SEC”) in the opinion of counsel other than from Schmidt reasonably satisfactory to Issuer Direct, an exemption from the registration requirements under the Securities Act is available.  S chmidt understands and acknowledges that Issuer Direct makes no representations or warranties regarding the future price of the Shares, the current or future value of the Shares, or its current business, operations or financial condition or prospects and, except as expressly set forth in this Agreement, Schmidt has not relied on any representations or warranties from Issuer Direct or its representatives in any manner whatsoever.   Schmidt represents and warrants to Issuer Direct that he is an “accredited investor”, as such term is defined under Rule 501(a)(3) of the Securities Act, they are acquiring the Shares for their own account and for investment purposes, they have no present intention to distribute the Shares publicly, and they have the financial sophistication and knowledge to understand the risk of acceptance of the Shares in cancellation of the Advance and can risk an entire loss of their investment in the Shares.

 

3.           In consideration of the performance of Issuer Direct described in Paragraph 3, above, Schmidt, on behalf of itself and its successors, assigns, members, managers, officers, employees, agents, and representatives hereby releases and forever discharges, Issuer Direct, together with its successors, assigns, directors, officers, agents, employees, and representatives, from any and all actions, causes of action, claims, liability, demands, damages, costs, and expenses of every kind whatsoever, in law or in equity, known or unknown, contemplated, accrued, existing or not yet mature, which Schmidt has or may have as of the Effective Date relating specifically to the Settled Debt.  This paragraph shall not discharge Issuer Direct from any obligations arising out of this Agreement.

 

4.           The Parties represent that they have made no assignment and will make no assignment of the actions, causes of action, or claims released herein.

 

5.           It is expressly understood that any action by any Party in connection with this Agreement is not, and shall not be construed as, an admission of liability; rather, any such actions are made and done only as part of this settlement and release of disputed claims.

 

6.           Each undersigned Party acknowledges that: (1) the Party has read this Agreement fully and carefully before signing it; (2) the Party has consulted with or has had the opportunity to consult with an attorney regarding the legal effect and meaning of this Agreement and all of its terms and conditions, and that the Party is aware of the contents of this Agreement and its legal effects; (3) the Party has had the opportunity to make whatever investigation or inquiry that the Party deems necessary or appropriate in connection with the subject matter of this Agreement; (4) the Party is of sound mind and is executing this Agreement voluntarily and free from any undue influence, coercion, duress, or fraud of any kind; and (5) the Party is waiving and releasing all claims agai nst the other Party as provided herein knowingly and voluntarily.

 

7.           This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.