RELEASE AND INDEMNITY AGREEMENT
This Release and Indemnity Agreement ("Agreement") is made as of the 30th
day of June, 2004, by and between Advanced Healthcare Technologies, Inc., a
Nevada corporation (the "Company") and Xxxxxx Xxxxxxx (the "Seller").
RECITALS
A. The Seller is selling 126,000,000 shares (the "Shares") of common
stock, par value $0.001 per share (the "Common Stock") of the Company to Xxxxxxx
Xxxxxxxxxxx (the "Purchaser") pursuant to a Stock Purchase Agreement of even
date herewith (the "Stock Purchase Agreement").
B. The Company and the Seller are entering into this Agreement pursuant to
Section 2.3.11 of the Stock Purchase Agreement.
AGREEMENT
It is agreed as follows:
1. RELEASE, INDEMNITY, AND COOPERATION.
1.1 Release by Seller. The Seller, on behalf of himself and his agents,
attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees,
conservators, representatives, predecessors-in-interest, successors-in-interest,
and whomsoever may claim by, under or through them, and all persons acting by,
through, under or in concert with any of them (the "Releasing Parties") hereby
irrevocably and unconditionally forever release, remise, acquit and discharge
the Company from and against any and all debts, obligations, losses, costs,
promises, covenants, agreements, contracts, endorsements, bonds, controversies,
suits, actions, causes of action, misrepresentations, defamatory statements,
tortious conduct, acts or omissions, rights, obligations, liabilities,
judgments, damages, expenses, claims, counterclaims, cross-claims, or demands,
in law or equity, asserted or unasserted, express or implied, foreseen or
unforeseen, real or imaginary, alleged or actual, suspected or unsuspected,
known or unknown, liquidated or non-liquidated, of any kind or nature or
description whatsoever, arising from the beginning of the world through the date
of this Agreement which each of the Releasing Parties ever had, presently have,
may have, or claim or assert to have, or hereafter have, may have, or claim or
assert to have, against the Company (the "Released Claims").
1.2 Indemnification by Seller. The Seller shall indemnify and hold the
Company and the Purchaser harmless in respect of any and all claims, demands,
actions, causes of action, damages, losses, costs, liabilities or expenses
(hereinafter referred to as "Claim") that existed, or is based on any action or
inaction that occurred, prior to the Closing Date (as defined in the Stock
Purchase Agreement).
1.3 Further Assurances; Cooperation. Each party hereto will execute and
deliver such instruments and take such other actions as the other party or
parties, as the case may be, may reasonably require in order to carry out the
intent of this Agreement. Without limiting the generality of the foregoing, at
any time after the Closing, at the request of the Company or the Purchaser, and
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without further consideration, the Seller will execute such documents as and
take such action as the Company may reasonably deem necessary or desirable in
order to timely prepare and file any future SEC Reports (as defined in the Stock
Purchase Agreement) that the Company seeks to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, including, without limitation, the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004.
2. CONSIDERATION. In consideration for the covenants made by the Seller
set forth in Section 1, the Company agrees to deliver the following
consideration concurrently herewith:
2.1 Membership Interest in Nutratek, LLC. The Company agrees to sell,
transfer and assign all of the Company's membership interest in Nutratek, LLC, a
Utah limited liability company ("Nutratek"), to the Seller.
3. DELIVERIES.
3.1 Deliveries by Company. At the Closing (as defined in the Stock
Purchase Agreement), the Company shall deliver or cause to be delivered all of
the following to the Seller:
3.1.1 Certificates representing the Company's membership interest
in Nutratek which are either duly endorsed or accompanied by duly endorsed
assignments separate from certificate, or, in the event such certificates do not
exist, an executed amendment to the operating agreement of Nutratek evidencing
the assignment of the Company's membership interest in Nutratek to the Seller;
and
3.1.2 such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.
3.2 Seller Deliveries. At the Closing (as defined in the Stock Purchase
Agreement), the Seller will deliver the following to the Company:
3.2.1 In the event that no certificates evidencing the Company's
membership interest in Nutratek exist, an executed amendment to the operating
agreement of Nutratek evidencing the assignment of the Company's membership
interest in Nutratek to the Seller; and
3.2.2 such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.
4. MISCELLANEOUS.
4.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California.
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4.2 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
4.3 Entire Agreement. This Agreement and the Exhibits hereto and
thereto, and the other documents delivered pursuant hereto and thereto,
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other party in any manner by any representations, warranties, covenants, or
agreements except as specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.
4.4 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
4.5 Amendment and Waiver. Except as otherwise provided herein, any term
of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Company and the Seller.
4.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered mail, return receipt requested, or when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested) in each case to the appropriate address set forth
below:
If to the Seller: Xxxxxx Xxxxxxx
10421 South Xxxxxx Xxxxxxx # 000
Xxxxx Xxxxxx, Xxxx 00000
If to the Company: Advanced Healthcare Technologies, Inc.
0000 Xx Xxxxxx, Xxxxx X
Xxxxx, XX 00000
4.7 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
COMPANY: ADVANCED HEALTHCARE TECHNOLOGIES, INC.
/s/ Xxxxxx Xxxxxxx
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By: Xxxxxx Xxxxxxx, President
SELLER: XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
(Signature Page to Release and Indemnity Agreement)
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