RELEASE AND SETTLEMENT AGREEMENT
THIS
made
as
of the 29Th
day of
November, 2006.
BETWEEN:
SERVICE
AIR GROUP INC.,
a
British Columbia company
(“SAGCA”)
AND:
SERVICE
AIR GROUP, INC.,
a
New
Jersey company
(“SAG”)
WHEREAS
| A. |
SAGCA
and SAG entered into a share exchange agreement with an effective
date of
April 1, 2006 (the “Exchange
Agreement”),
which the parties hereby agree to rescind and
cancel;
|
| B. |
Pursuant
to the terms of the Exchange Agreement, SAGCA issued 4,125,000 Class
B
Non-Voting Shares (the “SAGCA Shares”) to SAG and SAG issued 4,125,000
restricted shares of common stock (the “SAG Shares”) to
SAGCA;
|
| C. |
The
parties have agreed to, among other things, release one another from
all
claims and issues that they now may have or which may arise against
one
another, in connection with the Exchange Agreement and share issuances
made pursuant thereto in consideration for the return of the SAGCA
Shares
and the SAG Shares, subject to the terms and conditions contained
herein.
|
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
of
the covenants and agreements set out herein, the parties hereto covenant and
agree as follows:
| 1. |
DEFINITIONS
|
| 1.1 |
Any
capitalized term not defined herein shall have the meaning as set
out in
the Exchange Agreement.
|
| 2. |
TRANSFER
OF SAGCA SHARES
|
| 2.1 |
SAG
and SAGCA acknowledge and consent to the immediate transfer to the
other
party, or their nominees (the “Transferees”)
of the SAG Shares or SAGCA Shares, as applicable, held by them. For
the
purposes of this paragraph 2.1,
the parties agree to execute the Consent to Transfer attached hereto
as
Schedule "A"
and Schedule “B”.
|
| 2.2 |
SAG
and SAGCA hereby agree to execute and deliver all such further documents,
do or cause to be done all such further acts and things, and give
all such
further assurances as may be necessary to give full effect to the
transfer
of the SAG and SAGCA Shares.
|
| 3. |
RELEASES
OF AND BY SAGCA
|
| 3.1 |
SAG
hereby agrees that, upon execution and transfer of the SAG and SAGCA
Shares in accordance with the provisions of this Agreement, all claims
will be fully satisfied and extinguished and SAG will remise, release
and
forever discharge SAGCA, and its directors, officers and employees
from
any and all manner of actions, causes of action, suits, debts, sums
of
money, due accounts, dues, bonds, covenants, contracts, claims, demands,
damages, costs, expenses and any and all legal obligations of any
and
every kind and nature whatsoever, at law or in equity or under any
statute, whether known or unknown, suspected or unsuspected and which
SAG
had or may now have or which it hereafter may have for or by reason
of any
matter, cause or thing and, in particular, but without limitation,
for or
by reason of any matter, cause or thing which has been or may be
sustained
in consequence of SAG’s relationship with
SAGCA.
|
| 3.2 |
SAGCA
hereby agrees that, upon execution and transfer of the SAG and SAGCA
Shares in accordance with the provisions of this Agreement, all claims
will be fully satisfied and extinguished and SAGCA will remise, release
and forever discharge SAG from any and all manner of actions, causes
of
action, suits, debts, sums of money, due accounts, dues, bonds, covenants,
contracts, claims, demands, damages, costs, expenses and any and
all legal
obligations of any and every kind and nature whatsoever, at law or
in
equity or under any statute, whether known or unknown, suspected
or
unsuspected and which SAGCA had or may now have or which it hereafter
may
have for or by reason of any matter, cause or thing and, in particular,
but without limitation, for or by reason of any matter, cause or
thing
which has been or may be sustained in consequence of SAGCA’s relationship
with SAG.
|
| 3.3 |
Each
party acknowledges that in making this Agreement they have been advised
and have had an opportunity to obtain independent legal advice, they
have
exercised their own independent judgment and they have not been influenced
to any extent whatsoever by any representations, statements or conduct
of
any description whatever on the part of any other parties to this
Agreement.
|
| 4. |
GENERAL
|
| 4.1 |
Except
as herein otherwise provided, no subsequent alteration, amendment,
change
or addition to this Agreement will be binding upon the parties hereto
unless reduced to writing and signed by the
parties.
|
| 4.2 |
This
Agreement will enure to the benefit of and be binding upon the parties
and
their respective heirs, executors, administrators, successors, and
assigns.
|
| 4.3 |
The
parties will execute and deliver all such further documents, do or
cause
to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions
and
intent of this Agreement.
|
| 4.4 |
This
Agreement will be governed by and construed in accordance with the
law of
British Columbia.
|
| 4.5 |
Any
notice required or permitted to be given under this Agreement will
be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of
producing a printed copy, or sending by prepaid registered mail posted
in
Canada and the United States, the notice to the addresses set forth
on the
first page of this agreement (or to such other address or facsimile
number
as any party may specify by notice in writing to another party).
Any
notice delivered or sent by electronic facsimile transmission or
other
means of electronic communication capable of producing a printed
copy on a
business day will be deemed conclusively to have been effectively
given on
the day the notice was delivered, or the transmission was sent
successfully, as the case may be. Any notice sent by prepaid registered
mail will be deemed conclusively to have been effectively given on
the
third business day after posting; but if at the time of posting or
between
the time of posting and the third business day thereafter there is
a
strike, lockout, or other labour disturbance affecting postal service,
then the notice will not be effectively given until actually
delivered.
|
| 4.6 |
This
Agreement may be executed in several counterparts, each of which
will be
deemed to be an original and all of which will together constitute
one and
the same instrument.
|
| 4.7 |
The
provisions herein contained constitute the entire agreement between
the
parties and supersede all previous understandings, communications,
representations and agreements, whether written or verbal, between
the
parties with respect to the subject matter of this
Agreement.
|
| 4.8 |
In
this Agreement, wherever the singular or masculine is used the same
will
be deemed to include the plural, feminine or body politic or corporate
and
also the successors and assigns of the parties hereto and each of
them
where the context of the parties so
require.
|
IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement as of the day and year first above
written.
SERVICE
AIR GROUP INC. (BC, Canada)
Per:_/s/
Jag Xxxxxxx (President/CEO)
Authorized
Signatory
SERVICE
AIR GROUP, INC. (NJ, USA)
Per:
/s/
Xxxxxxxx Xxxxxx (President/CEO)
Authorized
Signatory
SCHEDULE "A"
November
29, 2006
Dear
Sirs:
Re: SERVER
AIR GROUP INC.
NJ,
USA (the “Company”)
We
are
the beneficial shareholder of 4,125,000 common shares (the “Shares”) of the
Company.
We
hereby
consent to the transfer and cancellation/return to treasury, of the Shares
of
the Company beneficially owned by Service Air Group Inc. (BC, Canada) and
registered in the name of Service Air Group Inc. (BC, Canada).
EXECUTED
THIS 29Th day
of
November, 2006.
SERVICE
AIR GROUP INC. (BC, Canada)
Per:/s/
Jag Xxxxxxx (President/CEO)
Authorized
Signatory
SCHEDULE "B"
November
29, 2006
Dear
Sirs:
Re: SERVER
AIR GROUP INC.
BC,
Canada (the “Company”)
We
are
the beneficial shareholder of 4,125,000 Class B non-voting shares (the “Shares”)
of the Company.
We
hereby
consent to the transfer and cancellation/return to treasury, of the Shares
of
the Company beneficially owned by Service Air Group Inc. (NJ, USA) and
registered in the name of Service Air Group Inc. (NJ, USA)
EXECUTED
THIS 29Th day
of
November, 2006.
SERVICE
AIR GROUP INC. (NJ, USA)
Per:
/s/ Xxxxxxxx Xxxxxx (President/CEO)
Authorized
Signatory
