TERMINATION AGREEMENT
Exhibit
10.1
This
TERMINATION AGREEMENT
(the “Agreement”) is
entered into as of this 24th day of
September, 2010 (the “Effective
Date”), by and between KL Energy Corporation, a Nevada corporation
(“KLE”), with a
principal place of business at 306 East Saint Xxxxxx Street, Suite 200, Rapid
City, South Dakota, and Greenext Energy Europe S.A., a
foreign corporation organized under the laws of Luxembourg (“GNXT”), with a principal place
of business at 00 xxx xx Xxxxxxxx, 0000 Xxxxxxxxxx, and it’s Holding company
Xxxx X.X. of same place
of business and Xx. Xxxxx Xxxxxxx, whose address is 25 Cottabloz, 3974
Mollens.
Recitals
WHEREAS, KLE licensed certain
technologies, along with the right to sublicense such
technologies, to O2Diesel Europe, Plc (“O2”) in that certain
Technology License Agreement, dated March 6, 2008, by and between KL Process
Design Group, LLC, and O2 (the “License”);
WHEREAS, O2 sublicensed these
technologies to GNXT in that certain Technology License
Agreement, dated January 10, 2009as amended, by and between O2 and
GNXT and any subsequent amendments, and /or entire agreements (the “Sublicense”);
WHEREAS, the License (and
obligations under the Sublicense) was acquired by a third party, Energenics
Holdings Pte Limited (“Energenics”), as a result of
O2’s insolvency;
WHEREAS, KLE has acquired the
License (as well as O2’s obligations under the Sublicense), from Energenics;
and
WHEREAS, KLE and GNXT wish to
terminate the Sublicense and any other rights, agreements, understandings or
other obligations between them in exchange for the consideration specified
below.
NOW THEREFORE, in
consideration of the foregoing recitals, and the mutual promises and covenants
contained herein, KLE and GNXT agree:
Agreement
1.a. Termination of
Sublicense. Upon execution of this Agreement and payment of
the Termination Fee in 2.a. below, the Sublicense shall be terminated by the
parties. Notwithstanding anything in the Sublicense to the contrary:
(a) all rights and licenses granted under the Sublicense will immediately
terminate; and (b) KLE shall pay GNXT the Termination Fee as set forth in
Section 2 below.
1.b. Transfer of other
rights from Energenics. In addition, any other rights obtain by GNXT from
Energenics will immediately be transferred from GNXT to KLE.
2. a. Termination
Fee. In consideration for the execution of this Agreement, KLE
shall pay GNXT the sum of €40000 (Euros) (the “Termination Fee”) and shall be
by wire deposit to the following accounts:
-€20,000euros
to designated bank account number #1
-€20,000euros
to designated bank account number #2
2.b. Proceed of sale of
companies. In consideration for the execution of this Agreement and of
the payment of the Termination Fee, Xx. Xxxxx Xxxxxxx undertakes to have GNXT
and its holding company Xxxx X.X. sold as shell companies at the
earliest time and Xx. Xxxxx Xxxxxxx will be able to keep the proceeds of such
sale. The sale of GNXT will include a provision for GNXT to change immediately
it’s name. Upon proof of sale of both companies and change of name of GNXT
submitted to KLE, KLE will pay immediately a bonus of €5,000euros to Xx. Xxxxx
Xxxxxxx to an account designated by him at the time.
3. Mutual
Release. Effective from and after the execution of this
Agreement, and excepting only such claims, demands and causes of action which
the parties may assert against one another for purposes of enforcing this
Agreement, or for purposes of claiming a breach of this Agreement, each of the
parties, for themselves, their successors and assigns release and forever
discharge each other and the successors and assigns of each other from all
liability, known or unknown, contingent or direct, liquidated or unliquidated,
for any claims, demands, actions, or suits of any kind which they have had, now
have, or may in the future have, against one another arising out of or pursuant
to the Sublicense. Each party acknowledges the possibility that the
other party may have unknown claims against such party, and that by signing this
Agreement, each party expressly waives such claims, if any. The
parties further acknowledge that the consideration for this Agreement takes into
account the possibility of such future claims.
4.
Representations and Warranties
(a) By GNXT. GNXT
represents and warrants that it is the sublicensee under the Sublicense, and
that it has not granted any rights in the Sublicense to any third
party.
(b) Mutual. Each party represents
and warrants to the other party that: (i) it has full right,
corporate power and authority to execute and deliver this Agreement; (ii) the
execution, delivery, and performance of this Agreement have been duly authorized
by all necessary action by the party; and (iii) this Agreement will
constitute the legal, valid and binding obligation of the party, enforceable
against it in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws and regulations affecting creditors'
rights generally or the availability of equitable
remedies.
5.
Miscellaneous
(a) Entire
Agreement. The terms and conditions herein contained
constitute the entire agreement between the parties relating to the subject
matter of this Agreement and shall supersede all previous communications between
the parties with respect to the subject matter of this
Agreement. Neither party has entered into this Agreement in reliance
upon any representation, warranty, covenant or undertaking of the other party
that is not set out or referred to in this Agreement.
(b) Confidentiality of
Agreement. Each party shall maintain the confidentiality of
this Agreement and all provisions of this Agreement and, without the prior
consent of the other party, neither party shall make any press release or other
public announcement of or otherwise disclose this Agreement or any of its
provisions to any third party (i) other than to its directors, officers and
employees and attorneys, accountants, investment bankers and other professional
advisers whose duties reasonably require familiarity with this Agreement,
provided that such persons are bound to maintain the confidentiality of this
Agreement and (ii) except for such disclosures as may be required by applicable
law or by regulation, in which case the disclosing party shall provide the other
party with prompt advance notice of such disclosure so that the other party has
the opportunity if it so desires to seek a protective order or other appropriate
remedy.
(c) Binding
Effect. This Agreement shall inure to the benefit of and be
binding upon each of the parties hereto and their respective successors and
permitted assigns.
(d) Applicable
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, other than such laws, rules,
regulations and case law that would result in the application of the laws of a
jurisdiction other than the State of Nevada. The parties hereby
submit to the jurisdiction of the state and federal courts located in Nevada and
agree that such courts shall be the exclusive forum for the resolution of any
disputes related to, arising out of, or arising under this Agreement, whether
based in tort, contract, or other legal theory and waive any objection thereto
based on inconvenient forum.
(e) Further
Assurances. Each party agrees to take such actions and to
execute such further documents as may be reasonably requested by the other party
to effectuate the purposes of this Agreement
(f) Counterparts. This Agreement
may be executed in any number of counterparts and may be executed by
facsimile. All counterparts shall collectively constitute one and the
same Agreement.
IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute this Agreement as of the Effective Date.
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