SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is made and entered
into on March 28 2012 (the "Effective Date") by and between:
(1) ROK Global PLC a company incorporated in England whose principal office is
located at ROK House, Kingswood Business Park, Holyhead Road, Albrighton,
Wolverhampton, WV73AU, England ("ROK");
(2) WINTEC PROTECTIVE SYSTEMS INC. a corporation incorporated in Texas and its
subsidiary Security Glass Solutions, Inc. whose principal office is located
at 0000 X Xxx Xxxxxxx Xxxx X, Xxxxx 000, Xxxxxxx, XX 00000 ("Wintec");
(3) XXXXXX INTERNATIONAL HOLDINGS INC. a corporation incorporated in California
whose principal office is located at 0000 Xxxxxx Xxxx, Xxxxxx, 00000 XXX
("MIHI");
(4) XXXXXX XXXXXX care of 0000 Xxxxxx Xxxx, Xxxxxx, 00000 XXX ("DM"); and
(5) XXXXXXX XXX XXXXXX care of 0000 Xxxxxx Xxxx, Xxxxxx, 00000 XXX. ("MM")
referred to hereafter individually as "Party" and collectively as "Parties".
WHEREAS MIHI and Wintec entered into a number of agreements in or around 2011
pursuant to which MIHI provided certain funding to Wintec and contributed three
million shares of common stock of MIHI with a par value of $0.0001 per share in
exchange for the issue by Wintec to MIHI of twenty million four hundred thousand
shares of common stock of Wintec with a par value of $0.001 per share.
NOW THEREFORE in consideration of the promises, covenants, understandings,
obligations and agreements contained in this Agreement, the sufficiency of which
is acknowledged by them, the Parties expressly agree as follows:
1. Definitions
In this Agreement the following terms shall have the meanings set out
below:
"Consulting Agreements" means the Consulting Agreement between Wintec
and each of DM and MM entered into on or around 2011 and any amended,
restated or superseded versions thereof;
"Encumbrance" means any interest or equity of any person (including any
right to acquire, option or right of pre-emption) or any mortgage,
charge, pledge, lien, assignment, hypothecation, security, interest,
title, retention or any other security agreement or arrangement; and
"Wintec/MIHI Agreements" any Agreements entered into between Wintec and
MIHI as at the date of this Agreement and in each case any amended,
restated or superseded version thereof.
2. The Wintec/MIHI Agreements are hereby terminated by Wintec and MIHI
with immediate effect. Each of Wintec and MIHI confirms that it does
not have any claim, right of action or remedy whatsoever against the
other in respect of any cause, matter or thing whatsoever, including
but not limited to in respect of the Wintec/MIHI Agreements (but
specifically excluding any claim, right of action or remedy for breach
of this Agreement). To the extent that any such claim, right of action
or remedy exists now or in the future (but specifically excluding any
claim right of action or remedy for breach of this Agreement) each of
Wintec and MIHI hereby irrevocably and unconditionally waives such
claim, right of action or remedy, and irrevocably releases the other
from all liabilities arising therefrom whatsoever.
3. The Consulting Agreements are hereby terminated by DM, MM and Wintec
with immediate effect. Each of DM and MM confirms that he does not
have any claim, right of action or remedy whatsoever against Wintec in
respect of any cause, matter or thing whatsoever, including but not
limited to in respect of the Consulting Agreements (but specifically
excluding any claim right of action or remedy for breach of this
Agreement). To the extent that any such claim, right of action or
remedy exists now or in the future (but specifically excluding any
claim right of action or remedy for breach of this Agreement) each of
DM and MM hereby irrevocably and unconditionally waives such claim,
right of action or remedy, and irrevocably releases Wintec from all
liabilities arising therefrom whatsoever.
4. Each of MIHI, DM and MM confirms that it/he does not have any claim,
right of action or remedy whatsoever against ROK in respect of any
cause, matter or thing whatsoever (but specifically excluding any
claim right of action or remedy for breach of this Agreement). To the
extent that any such claim, right of action or remedy exists now or in
the future (but specifically excluding any claim right of action or
remedy for breach of this Agreement) each of MIHI, DM and MM hereby
irrevocably and unconditionally waives such claim, right of action or
remedy, and irrevocably releases ROK from all liabilities arising
therefrom whatsoever.
5. ROK confirms that it does not have any claim, right of action or
remedy whatsoever against MIHI, DM and MM in respect of any cause,
matter or thing whatsoever (but specifically excluding any claim right
of action or remedy for breach of this Agreement). To the extent that
any such claim, right of action or remedy exists now or in the future
(but specifically excluding any claim right of action or remedy for
breach of this Agreement) ROK hereby irrevocably and unconditionally
waives such claim, right of action or remedy, and irrevocably releases
each of MIHI, DM and MM from all liabilities arising therefrom
whatsoever.
6. Wintec confirms that it does not have any claim, right of action or
remedy whatsoever against MIHI, DM and MM in respect of any cause,
matter or thing whatsoever (but specifically excluding any claim right
of action or remedy for breach of this Agreement). To the extent that
any such claim, right of action or remedy exists now or in the future
(but specifically excluding any claim right of action or remedy for
breach of this Agreement) ROK hereby irrevocably and unconditionally
waives such claim, right of action or remedy, and irrevocably releases
each of MIHI, DM and MM from all liabilities arising therefrom
whatsoever
7. (i) Wintec shall pay to MIHI $237,718 (two hundred and thirty-seven
thousand dollars seven hundred eighteen) within 2 (two) years from the
date of this Agreement. An agreement to a stipulated judgment is
signed by both parties.
(ii) If Wintec or IP is sold prior to repayment of the loan of
$237,718 (subject to the IP assignments agreed at recent Board
meetings of Wintec) the liability of $237,718 (two hundred and
thirty-seven thousand dollars seven hundred eighteen) is transferred
to the new company which has bought Wintec or IP and the new company
will assume the liability irrespective of who has the right to the
lean on all Intellectual Property of Wintec.
(iii) Promissory note in the amount of $237,718 (two hundred and
thirty-seven thousand dollars seven hundred eighteen) will be
separately drawn and issued it to MIHI.
8. Within 7 (seven) days from the Effective Date:
(i) Wintec shall procure the transfer to such third party as nominated
by MIHI for $1 (one US Dollar) of 3,000,000 (Three million) shares of
common stock of MIHI with a par value of $0.0001 per share held in
aggregate by Xxxxxx X. Sell, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X. Xxxxx, Xxx M Held, Xxxx Xxxxx and Xxxxxx Xxxxxx
("Transferors"); and
(ii) MIHI shall transfer to ROK for $1 (one US Dollar) 20,400,000
(twenty million four hundred thousand) shares of common stock of
Wintec with a par value of $0.001 per share held by MIHI.
9. MIHI represents and warrants as follows:
(i) it has full power and authority to enter into this Agreement and
to perform any and all transactions or other matters contemplated to
be performed under this Agreement;
(ii) the Wintec shares to be transferred by it pursuant to Clause 8
(ii) (a) represent its entire shareholding in Wintec; (b) represent
51% of the entire issued share capital of Wintec; (c) are legally and
beneficially owned by it; (d) are fully paid up or credited as fully
paid up with no Encumbrance and (e) Wintec has all rights and
authorities required to transfer the said Wintec shares in accordance
with Clause 8 (ii);
(iii) no right has been granted to any person to require Wintec to
issue any share capital and no Encumbrance has been created and no
commitment has been given to create an Encumbrance in favour of any
person affecting any unissued shares or debentures or other unissued
securities of Wintec;
(iv) there are no minority shareholder protections contained in any
shareholder agreements to which Wintec is a party, the bylaws of
Wintec or any other document that restricts the ability of any
shareholder that owns more than 50% of the issued shares of Wintec to
exercise its rights in relation to such shares; and
(v) no third party other than the shareholders of Wintec have any
rights in the shares of Wintec or in determining or affecting the day
to day management or running of the business of Wintec.
10. ROK represents and warrants that it has full power and authority to
enter into this Agreement and to perform any and all transactions or
other matters contemplated to be performed under this Agreement.
11. Wintec represents and warrants as follows:
(i) it has full power and authority to enter into this Agreement and
to perform any and all transactions or other matters contemplated to
be performed under this Agreement;
(ii) the MIHI shares to be transferred by the Transferors pursuant to
Clause 8 (i) represent the Transferors' entire shareholding in MIHI ;
(b) represent 3,000,000 of the entire issued shares of MIHI (c) are
legally and beneficially owned by the Transferors; (d) are fully paid
up or credited as fully paid up with no Encumbrance and (e) the
Transferors have all rights and authorities required to transfer the
said MIHI shares in accordance with Clause 8 (i);
(iii) there are no minority shareholder protections contained in any
shareholder agreements of MIHI to which the Transferors are a party.
12. MIHI will indemnify and hold harmless ROK from and against all
liabilities, actions, claims, demands, losses, damages, costs and
expenses (including reasonable legal fees) awarded against or incurred
or paid by ROK as a result of or in connection with a breach of any of
MIHI's warranties contained in this Agreement.
13. Each Party shall (at its expense) promptly execute and deliver all
such documents, and do all such things, as may from time to time be
required for the purpose of giving full effect to the provisions of
this Agreement.
14. This Agreement is the entire agreement between the with respect to the
subject matter hereof and supersedes all prior and contemporaneous
oral and written agreements and discussions, if any, which are hereby
merged into this Agreement. This Agreement may not be amended orally
or in any way other than in writing that is signed by all Parties.
15. This Agreement shall be governed by and construed in accordance with
the laws of California and the Parties hereby irrevocably submit to
the exclusive jurisdiction of the courts of California.
16. This Agreement may be executed in counterparts which together shall
constitute one agreement. Facsimile signatures shall have the same
force and effect as if it were each an original signature on a single
paper.
The Parties hereto have executed this Agreement as of the Effective Date.
ROK Global PLC
Signature Title:
Name:
Date:
Wintec Protective systems Inc.
Signature Title:
Name:
Date:
Xxxxxx International Holdings Inc.
Signature Title:
Name:
Date:
XXXXXX XXXXXX
Signature Title:
Name:
Date:
XXXXXXX XXX XXXXXX
Signature Title:
Name:
Date:
