SETTLEMENT AGREEMENT AND RELEASE
SETTLEMENT
AGREEMENT AND RELEASE
FOR
AND IN CONSIDERATION
of the
payment by or on behalf of XXXXX XXXXXX (“XxXxxx”), S.E.E. MANUFACTURERS’
NETWORK INTERNATIONAL CORP. (“S.E.E.”), ESSENTIALLY YOURS INDUSTRIES CORP. (“EYI
Corp.”), ESSENTIALLY YOURS INDUSTRIES, INC. (“EYI Inc.”), EYI INDUSTRIES INC.
(“EYII”) (EYI Corp., EYI Inc., and EYII are collectively, “EYI Group”) and XXX
XXXXXXXX (“Xxxxxxxx”) (XxXxxx, S.E.E., EYI Group, and Xxxxxxxx, are
collectively, “Defendants”), to the law firm of Xxxxxxxx Xxxxxxx, in trust for
WOLF SUHL (“Suhl”), XXXXXXXXX XXXXXX (“Xxxxxx”) and XXXXXX XXXXXX (“Xxxxxx”)
(Suhl, Harris, and Xxxxxx, are collectively, “Plaintiffs”), of the sum of
$200,000.00 (U.S. Dollars) (the “Settlement Funds”), AND
FOR AND IN CONSIDERATION
of the
Plaintiffs executing a Consent Order to dismiss their lawsuit against the
Defendants in the Supreme Court of British Columbia, New Westminster Registry
Action S61589 (“Action”), and obtaining a Court Order in the Action vacating the
Court Order pronounced by the Honourable Madam Justice Xxxxxxxxx on Tuesday,
August 15, 2006, in respect of certain shares of EYII in the Xxx Xxxxxxxx Trust
(“Trust Shares”), the Plaintiffs, jointly and severally, on behalf of
themselves, their heirs, executors, trustees and assigns, DO
HEREBY REMISE, RELEASE AND FOREVER DISCHARGE
each of
the Defendants, including their respective shareholders, directors, officers,
employees, agents, servants, successors and assigns, and each of them, of and
from any and all actions, causes of action, claims, demands, damages, interest,
costs, expenses and compensation of whatsoever kind and howsoever arising,
whether known or unknown, and which either party now has or at any time
hereafter can, shall or may have in any way, including, without limiting the
generality of the foregoing, anything resulting or arising from the matters
pleaded in the Action.
FOR
AND IN CONSIDERATION
of:
| (a) |
XxXxxx
and Xxxxxxxx agreeing to cancel the Settlement Agreement between
XxXxxx
and Xxxxxxxx in respect of the Trust Shares, made as of October 5,
2005,
and the ancillary Escrow Agreement, made as of October 5,
2005;
|
| (b) |
Xxxxxxxx
and the EYI Group acknowledging that they have no interest in the
Trust
Shares referred to in the Escrow Agreement as “Seventh Payment Security”
(represented by EYII Share Certificate No. 5340-5, issued on March
15,
2006, in the name of M. Xxx Xxxxxxx, as Escrow Holder, in the sum
of Four
Million Three Hundred Thirty Four Thousand Six Hundred Four fully
paid
common shares, restricted for trading under Rule 144 of the Securities
Act)
(herein called “March Trust Shares”) and releasing to XxXxxx all their
interest and entitlement, if any, to the March Trust
Shares;
|
1
| (c) |
EYII
agreeing to provide a corporate waiver and indemnity in lieu of a
Medallion Guarantee of the transferor’s signature, to facilitate the
transfer of the March Trust Shares by M. Xxx Xxxxxxx, as Escrow Holder,
to
XxXxxx, and EYII agreeing to use its best efforts to remove the Rule
144
restricted legend from the March Trust Shares after March 15,
2007;
|
| (d) |
XxXxxx
acknowledging that, other than with respect to the March Trust Shares,
he
has no interest in the Trust Shares referred to in the Escrow Agreement
and releasing to Xxxxxxxx or his nominee all his interest and entitlement,
if any, to the said Trust Shares;
|
| (e) |
EYI
Corp. and EYI Inc. discontinuing all Third Party proceedings against
XxXxxx in the Action;
|
XxXxxx
and S.E.E.
DO JOINTLY AND SEVERALLY HEREBY REMISE, RELEASE AND FOREVER
DISCHARGE
each of
the EYI Group and Xxxxxxxx, including their respective shareholders, directors,
officers, employees, agents, servants, successors and assigns, and each of
them,
of and from any and all actions, causes of action, claims, demands, damages,
interest, costs, expenses and compensation of whatsoever kind and howsoever
arising, whether known or unknown, and which either party now has or at any
time
hereafter can, shall or may have in any way, including, without limiting the
generality of the foregoing, anything resulting or arising from the matters
pleaded in the Action; and the EYI Group and Xxxxxxxx DO
JOINTLY AND SEVERALLY HEREBY REMISE, RELEASE AND FOREVER
DISCHARGE
each of
LaRose and S.E.E., including their respective shareholders, directors, officers,
employees, agents, servants, successors and assigns, and each of them, of and
from any and all actions, causes of action, claims, demands, damages, interest,
costs, expenses and compensation of whatsoever kind and howsoever arising,
whether known or unknown, and which either party now has or at any time
hereafter can, shall or may have in any way, resulting or arising from the
matters pleaded in the Action.
2
IT
IS EXPRESSLY UNDERSTOOD AND AGREED
that the
settlement herein can in no way be interpreted as an admission of liability
in
any way whatsoever on the part of the Defendants, and the Defendants
specifically stipulate, and the Plaintiffs agree and acknowledge, that the
payment of the Settlement Funds is made on an ex
gratia
basis,
in the absence of any contractual or legal obligation and with a view to
avoiding the costs and inconveniences of defending the Action;
IT
IS FURTHER UNDERSTOOD AND AGREED
that
facts related to the Action (the “Facts”) may prove to be other than or
different from the facts now known or believed by the parties to be true (the
“Parties’ Beliefs”). The parties accept and assume the risk of the Facts being
different from the Parties’ Beliefs and agree that this Release shall in all
respects be enforceable and not subject to termination, rescission or variation
by discovery of any differences in the Facts and the Parties’
Beliefs
IT
IS FURTHER UNDERSTOOD AND AGREED
by the
parties that should any provision of this Release be held invalid or illegal,
such invalidity or illegality shall not invalidate the whole of this Release,
but rather, this Release shall be construed as if it did not contain the invalid
or illegal part, and the rights and obligations set out herein shall be
construed and enforced accordingly;
IT
IS FURTHER UNDERSTOOD AND AGREED
that the
parties hereto hereby represent and declare that they have, through their
solicitors, or, after waiving independent legal advice, read this Release and
hereby confirm that the Release contains the entire agreement between the
parties hereto and the terms of the Release are contractual and not merely
a
recital. The parties execute this Release by their own free act and will, and
say that they have not been influenced to any extent whatsoever in making this
Release by any representations or statements by the other parties or by any
person or persons representing the other parties or acting on their
behalf.
IT
IS FURTHER UNDERSTOOD AND AGREED
that for
the consideration expressed herein, each party hereto expressly agrees for
themselves, and their respective successors and assigns, not to make any further
claim or to take any further proceedings in respect of any matters which are
the
subject of this Release, against themselves or any other persons, companies,
corporation or other legal entities who might claim contribution or indemnity
from them either in the Province of British Columbia or elsewhere.
3
IT
IS FURTHER UNDERSTOOD AND AGREED
that
this Release is governed by the laws of the Province of British Columbia, and
that any enforcement of this Release shall be brought in the Supreme Court
of
British Columbia.
IN
WITNESS WHEREOF,
this
Release may be executed in counterparts and delivered by facsimile and a
complete set of counterparts executed by the parties shall constitute a single
instrument.
| SIGNED, SEALED, AND DELIVERED at | ) | ||
| Coquitlam on the 5 day of September 2006 | ) | ||
| in the presence of: | ) | ||
| ) | |||
| ) | |||
| /s/ signed | ) | ||
|
Signature |
)
)
|
||
| ) | |||
| Xxxxx High | ) | ||
|
Name (Printed) |
)
)
|
||
| ) | |||
| 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx XX | ) | /s/ Wolf Suhl | |
|
Address |
)
)
|
WOLF SUHL |
|
| ) | |||
| Financial Advisor | ) | ||
|
Occupation |
)
)
|
||
| SIGNED, SEALED, AND DELIVERED at | ) | ||
| Campo, CA on the 11th day of September 2006 | ) | ||
| in the presence of: | ) | ||
| ) | |||
| ) | |||
| /s/ Xxxx Xxxxxx | ) | ||
|
Signature |
)
)
|
||
| ) | |||
| Xxxx Xxxxxx | ) | ||
| Name (Printed) | ) | ||
| ) | |||
| X.X. Xxx 0 Xxxxx, XX 00000 | ) | /s/ Xxxxxxxxx Xxxxxx | |
| Address |
)
)
|
XXXXXXXXX XXXXXX, personally and on |
|
| ) | behalf of XXXXXX XXXXXX as his | ||
| ) | litigation guardian | ||
| Secretary | ) | ||
| Occupation | ) |
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| SIGNED, SEALED, AND DELIVERED at | ) | ||
| Xxxxxxx on the 6th day of September 2006 | ) | ||
| in the presence of: | ) | ||
| ) | |||
| /s/ Xxxxxx XxXxxx | ) | ||
|
Signature |
)
)
|
||
| ) | |||
| Xxxxxx XxXxxx | ) | ||
| Name (Printed) | ) | ||
| ) | |||
|
00000 00xx
Xxxxxx, Xxxxxxx, XX X0X 0X0
Address
|
)
)
)
|
/s Xxxxx XxXxxx
XXXXX XxXXXX, personally and on |
|
| ) | behalf of S.E.E. MANUFACTURERS’ | ||
| ) | NETWORK INTERNATIONAL CORP. | ||
| ) | |||
|
Occupation |
)
)
|
||
| SIGNED, SEALED, AND DELIVERED at | ) | ||
| Los Angeles on the 6th day of September 2006 | ) | ||
| in the presence of: | ) | ||
| ) | |||
| /S/ Xxxx Xxxxxx | ) | ||
|
Signature |
)
)
|
||
| ) | |||
| Xxxx Xxxxxx | ) | ||
| Name (Printed) | ) | ||
| ) | |||
| 0000 Xxxxxx Xxx, Xxx Xxxxxxx, XX 00000 | ) | /s/ Xxx Xxxxxxxx | |
| Address |
)
)
|
XXX XXXXXXXX, personally and on |
|
| ) | behalf of ESSENTIALLY YOURS | ||
| ) | INDUSTRIES CORP., ESSENTIALLY | ||
| Admin Assistant | ) | YOURS INDUSTRIES, INC., and EYI | |
| Occupation | ) | INDUSTRIES INC. |
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