Deed of Variation
Exhibit 10.08
DATED | 28th February 2013 |
International Images Ltd (1)
Birchley Ltd (2)
Capital Art Inc (3)
| |
Deed of Variation | |
THIS DEED OF VARIATION is made the 28th day of February 2013 BETWEEN INTERNATIONAL IMAGES LTD whose registered office is at 0xx Xxxxx, 00 Xxxxxxxxxxxxx, Xxxxxx XX0X 0XX (“the Company) of the first part BIRCHLEY LTD whose registered office is at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxx Xxxx, Xxxxx XX0 0XX (“the Debenture Holder) of the second part and CAPITAL ART INC of 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000, XXX (“Capital”) of the third part
1. | On the 21st December 2011 the parties entered into an Agreement (“the Agreement”) a copy of which is annexed hereto. |
2. | The parties now wish to vary the terms of the Agreement on the terms set out hereunder. |
NOW THIS DEED WITNESSETH as follows:-
1. | The Company has failed to pay monies due to the Xxxxx Xxxxx Estate and as a consequence the Estate has reclaimed Title to the assets defined in recital A of the Agreement over which the Debenture Holder had registered a Charge as further defined in recital B of the Agreement. |
2. | The Company is unable to comply with the terms of the Agreement and is unable to sell the assets of the Xxxxx Xxxxx Estate and Xxxxxx Furon Collection to Capital on the basis as set out in the Agreement. |
3. | Capital had paid to the Debenture Holder $150,000 and the Debenture Holder will repay $100,000 to Capital upon the issue to it or as it directs of a further 400,000 shares in Capital. |
4. | The parties agree they have no further claims against each other and upon receipt of the further 400,000 shares in Capital the Debenture Holder will release the Company from its Charge and file a Memorandum of Satisfaction at Companies House to reflect such release. |
IN WITNESS hereof this Agreement has been signed by a duly authorised officer of the Company, the Debenture Holder and Capital
Officer of the company | /s/ Xxxx Xxxx |
Director | |
Officer of the Debenture Holder | /s/ Xxxxxx Xxxxxxxxxx |
For and on Behalf of Birchley Ltd | |
Officer of Capital | /s/ Xxxx Xxxxxxxxx |
Xxxx Xxxxxxxxx CEO |