FIRST AMENDED SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Exhibit 10.32
FIRST AMENDED SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This FIRST AMENDED SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is dated as of November 22, 2016 ("Effective Date"), by and between Xxxxx Xxxx Limited, a Hong Kong corporation having a principal place of business c/o 000 Xxxxxxx Xx., Xxxx, XX 00000 ("Xxxxx Xxxx"), SAAMABA, LLC, a Michigan limited liability company having a principal place of business at 000 Xxxxxxx Xx., Xxxx, XX 00000 ("SAAMABA"), and Scio Diamond Technology Corporation, a Nevada corporation having a principal place of business at411 Xxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxxxx XX 00000 ("Scio") (together, the "Parties").
RECITALS
A. The Parties are subject to a certain Settlement Agreement and Mutual Release dated November 21, 2016 ("Original Settlement"), where among other things the Parties resolved their disputes regarding five certain agreements, each of which is dated September 16, 2013, namely: a Xxxxx Xxxx Joint Venture Agreement; a Xxxxx Xxxx Shareholders Agreement; a Scio Diamond Technology Corporation License Agreement; a Xxxxx Xxxx Consulting Services Agreement; and a Scio Diamond Technology Corporation Development Agreement.
B. The Parties desire to amend the Original Settlement to replace the requirement that the Parties execute a Redemption Agreement with the requirement that the Parties execute a Share Purchase Agreement and also to require the Parties to execute any additional documentation required under United States and Hong Kong law to fulfill their obligations under the Share Purchase Agreement.
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the foregoing representations, agreements and covenants contained herein, the Parties agree as follows:
AGREEMENT
1. Recitals. The foregoing Recitals are incorporated herein by reference and form an integral part of this Agreement.
2. Amended Agreement.
(a) The Original Settlement shall be amended to remove the requirement that Xxxxx Xxxx and Scio execute the Redemption Agreement and shall be replaced with the requirement that Scio and SAAMABA execute the Share Purchase Agreement attached hereto as Exhibit A.
(b) The Original Settlement shall be amended to require the Parties to execute any additional documentation required under Hong Kong or United States law to fulfill the obligations of the Parties under the Share Purchase Agreement.
(c) All other terms of the Original Settlement shall remain effective.
3. Miscellaneous. This Agreement binds and benefits the Parties, their heirs, executors, administrators, successors, assigns, parents, affiliates, members, subsidiaries, officers, agents, servants, employees, distributors, licensees, affiliates, subsidiaries, attorneys, and all other persons who are in active concert or participation with them and receive actual notice of these provisions. By affixing their signatures below, the Parties to this Agreement acknowledge that they understand the modification under this Agreement and agree to be bound by its terms and all terms of the Original Settlement previously executed. Disputes arising out of this Agreement or concerning the subject matter thereof may not be brought in any court, tribunal, or forum other than a state or federal court in the State of Michigan, and shall be governed by Michigan law except with respect to its choice of law principles. This Agreement is the entire agreement between the Parties; it supersedes any prior agreements or understandings between the Parties, as to the subject matter of this Agreement, whether written or verbal, and may only be modified by a writing signed by the Parties. This Agreement may be executed in counterparts. Digital copies of the Agreement shall be as binding as an original hard copy.
WHEREFORE, the Parties, by their authorized agents, have executed this Agreement as of the Effective Date.
| Xxxxx Xxxx Limited | Scio Diamond Technology Corporation | |||
| By: | /s/ Xxxxxxxx Xxxxx | By: | /s/ Xxxxxx XxXxxxx | |
| Xxxxxxxx Xxxxx, Chairman | Xxxxx XxXxxxx, President/CEO | |||
| Date: | November 21, 2016 | Date: | November 17, 0000 | |
| XXXXXXX, LLC | ||||
| By | /s/ Xxxxxxxx Xxxxx | |||
| Xxxxxxxx Xxxxx, Managing Member | ||||
| Date: | November 21, 2016 | |||
| 2 |
Exhibit A
SHARE PURCHASE AGREEMENT
| 3 |
