Exhibit 10.30
SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter referred to as
the "Agreement and Release") is dated and made effective as fully executed on
October 5, 2005 (hereinafter referred to as the "Execution Date"), by and
between Savoy Resources Corp., a Colorado corporation (hereinafter referred to
as "Savoy"), with its executive offices located at 00000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx 00000, and Xxxxxx X. Deutsch Law Corporation, a British
Columbia corporation (hereinafter referred to as "Deutsch Law"), whose address
for notice and delivery is located at 0000 Xxxxx Xxxxxx, 0000 Xxxx Xxxxxxx
Street, P.O. Xxx 00000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, sets forth
the terms and conditions of the settlement of their disputes.
RECITALS:
WHEREAS, the parties have reached agreement as to a full and final
settlement of their disputes to their mutual satisfaction as set forth in this
Agreement and Release; and
WHEREAS, Savoy is a development stage company with stock traded on the OTC
Bulletin Board under the symbol "SVYR"; and
WHEREAS, Xxxxxx Xxxxxx, Barristers & Solicitors, an association of law
corporations with its business office located at Suite 2550, 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 ("Xxxxxx Xxxxxx"), with
which Deutsch Law, a law corporation itself, was in association as a previous
principal owner thereof, performed certain legal services and incurred certain
expenses on behalf of Savoy and Societe Siranna S.A.R.L (hereinafter referred to
as "Siranna"), a subsidiary of Savoy, during the period from December 2003
through October 2004; and
WHEREAS, Xxxxxx Xxxxxx billed Savoy and Siranna for said legal services and
expenses, which are summarized in Xxxxxx Xxxxxx'x most recent Statement of
Account to Savoy dated June 1, 2005 (hereinafter referred to as the "Statement
of Account"); and
WHEREAS, the charges (hereinafter referred to as the "Charges") on the
Statement of Account equaled $98,382.20 (Canadian), including interest in the
amount of $12,354.94 (Canadian); and
WHEREAS, as a consequence of Deutsch Law leaving the association of Xxxxxx
Xxxxxx, effective on April 1, 2005, Xxxxxx Xxxxxx assigned to Deutsch Law its
right to receive payment for the Charges and for all legal services performed
and expenses previously incurred by Xxxxxx Xxxxxx on behalf of and at the
instruction of each of Savoy and Siranna; and
WHEREAS, Deutsch Law has made demand upon Savoy for payment of the Charges;
and
WHEREAS, it is the intent of Savoy and Deutsch Law to resolve this dispute
respecting the Charges based upon the terms and conditions as set forth below;
NOW THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Release of Savoy. Deutsch Law does hereby release, remise, acquit and
forever discharge Savoy and its affiliates, predecessors, successors and
assigns, and any of their past or present officers, directors, trustees,
partners, attorneys, agents, administrators, employees or assigns, and each of
them, from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, remedies, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys fees and costs) (collectively, "claims") of any nature whatsoever,
known or unknown, whether in law or equity, including claims arising under the
United States and/or Colorado Constitutions, the common law and/or claims
arising out of alleged violations of any federal, state, local or other
governmental statutes, regulations or ordinances, which they may have against
each other, from the beginning of the world until the Execution Date of this
Agreement and Release. Notwithstanding anything above to the contrary contained
herein, this paragraph shall not bar claims arising out of breach of this
Agreement and Release.
2. Release of Deutsch Law. Savoy does hereby release, remise, acquit and
forever discharge Deutsch Law, and its affiliates, predecessors, successors and
assigns, and any of their past or present officers, directors, trustees,
partners, attorneys, agents, administrators, employees, or assigns, and each of
them, from any and all claims of any nature whatsoever, known or unknown,
whether in law or equity, including claims arising under the United States
and/or Colorado Constitutions, the common law and/or claims arising out of
alleged violations of any federal, state, local or other governmental statutes,
regulations or ordinances, which they may have against each other, from the
beginning of the world until the Execution Date of this Agreement and Release.
Notwithstanding anything above to the contrary contained herein, this paragraph
shall not bar claims arising out of breach of this Agreement and Release.
3. Compensation to Deutsch Law. Savoy, as consideration for past services,
expenses and a release of all claims, hereby agrees:
(a) to issue from treasury effective on the Execution Date and to
register in the name of Deutsch Law an aggregate of 220,000 shares of its
restricted common stock, no par value per share (hereinafter collectively
referred to as the "Shares"); and
(b) to pay to Deutsch Law an aggregate of US$21,600 in cash at the
following times:
(i) an initial cash payment of US$5,400 on the Execution Date of
this Agreement and Release; and
(ii) as to the balance by way of the further payment of US$5,400
on the first day of each succeeding month thereafter commencing on
November 1, 2005, to the aggregate of US $21,600.
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Delivery of the Shares (in two certificates of equal denomination) shall be to
Deutsch Law at the address set forth above for Deutsch Law and delivery of the
cash shall be by way of cashier's check, bank draft or money order sent to the
address set forth above for Deutsch Law in increments of US$5,400 payable to
Deutsch Law on the Execution Date of this Agreement and Release and on the first
day of each succeeding month thereafter commencing on November 1, 2005.
4. Option to Purchase One-Half of the Shares. Savoy, or its designee, as
set forth in writing and provided to Deutsch Law at the address set forth above,
shall have the option (the "Option") to purchase one-half (1/2) of the Shares
from Deutsch Law at an exercise price of $0.23 per Share; which Option shall
only be exercisable by way of written exercise notice delivered to Deutsch Law
at the address set forth above for Deutsch Law together with a cashier's check,
bank draft or money order representing the entire Option purchase price for all
such one-half of the Shares on or prior to the expiration of a period of six
months from the Execution Date of this Agreement and Release.
5. Common Stock.
A. Exemption. Deutsch Law shall be compensated in par t with 220,000
restricted Shares; the offer of which common stock is being made in an offshore
transaction in reliance upon the provisions of Regulation S promulgated under
the United States Securities Act of 1933 as amended (the "Securities Act"), and
in reliance on such other exemption from the registration requirements of the
Securities Act as may be available to Savoy and Deutsch.
B. Purchase Entirely for Own Account. This Agreement and Release is made in
reliance upon Deutsch Law's representation to Savoy, which by Deutsch Law's
execution of this Agreement and Release Deutsch Law hereby confirms, that,
subject to the terms of the within Option, the Shares are being acquired for
investment purposes for Deutsch Law's own account and not with a view to resale
or distribution of any part thereof except in accordance with applicable federal
and state securities laws.
C. Receipt of Information. Deutsch Law has received or has access to all
information on Savoy set forth and referenced in reports filed by Savoy with the
United States Securities and Exchange Commission. Furthermore, Deutsch Law has
received all information necessary for it to make an informed investment
decision under this Agreement and Release.
D. Investment Experience. Deutsch Law represents that it is experienced in
evaluating and investing in restricted securities and in companies similar to
Savoy and acknowledges that it can fend for itself; can bear the economic risk
of its investment and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment.
E. Restricted Securities. Deutsch Law understands that the Shares issued
hereunder may not be sold, transferred or otherwise disposed of without
registration under the Securities Act or an exemption therefrom and that, in the
absence of an effective registration statement covering the Shares or an
available exemption from registration under the Securities Act, the Shares must
be held indefinitely. In particular, Deutsch Law is aware that the Shares may
not be sold under Rule 144 unless all of the conditions of that rule have been
met. At all times Savoy hereby agrees to be cooperative with Deutsch law in
assisting it, in a reasonable manner, in its future application(s), if any, to
resell any such Shares in accordance with either Rule 144(e) or Rule 144(k)
promulgated under the Securities Act.
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5. Compensation to Savoy. With the within acknowledgement that all Savoy
and by Xxxxxx Xxxxxx are still in the possession of Xxxxxx Xxxxxx, upon further
written request by Savoy addressed to each of Deutsch Law and Xxxxxx Xxxxxx,
Deutsch Law will use its reasonable commercial efforts in requesting that Xxxxxx
Xxxxxx make all of its files for Savoy available for pick up by Savoy in a
reasonably prompt manner thereafter.
6. Compliance with Law. Deutsch Law hereby represents that it will comply
with all applicable federal and state securities laws in connection with its
acquisition of 220,000 Shares of Savoy in accordance with the provisions of
paragraph 3. above.
7. Short Sales. Deutsch Law and its affiliates have not engaged, and will
not for a period of one year after the Execution Date hereof under any
circumstances, engage, either directly or indirectly, in any short sales of
Savoy's common stock. Deutsch Law shall not direct any third parties to engage,
either directly or indirectly, in short sales of Savoy's common stock during
that one year period.
8. Indemnification. Each party agrees to indemnify and hold the other party
harmless from and against any liability, loss, cost, expense or damage caused by
reason of any breach, neglect, default or material misrepresentation or omission
of it or any of its agents, employees or other representatives arising out of
the failure to perform its duties or obligations under this Agreement and
Release, specifically including the representations in paragraphs 8, 9, 10 and
11. Nothing herein is intended to nor shall it relieve either party from
liability from its own act, omission or negligence. All remedies provided by law
or in equity shall be cumulative and not in the alternative.
9. Representations and Warranties. Each of Savoy and Deutsch Law hereby
represents, covenants and warrants to the other party as follows:
A. Authorization. The parties and their signatories herein have full power
and authority to enter into this Agreement and Release and to carry out the
transactions contemplated hereby.
B. No Violation. Neither the execution nor delivery of this Agreement and
Release nor the consummation of the transactions contemplated hereby will
violate any provision of its charter or bylaws or violate any term or applicable
law, rule or regulation.
C. Litigation. There is no undisclosed action, suit, inquiry, proceeding or
investigation by or before any court or governmental or other regulatory or
administrative agency or commission pending or, to the best of its knowledge,
threatened against it or that questions or challenges the validity of this
Agreement and Release or the subject matter hereof.
D. Consents. No consent of any person, other than the signatories hereto,
is necessary for the execution, delivery and consummation of the transactions
contemplated hereby, including, without limitation, consents from parties to
loans, contracts, leases or other agreements and consents from governmental
agencies, whether federal, state or local.
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E. Reliance. Each party has and will rely upon the documents, instruments
and written information furnished to it by the other party's officers, employees
and representatives.
F. Accuracy. All representations, warranties and statements provided by the
parties are true, complete and accurate in all material respects.
G. Assignment of Claim. Xxxxxx Xxxxxx has assigned to Deutsch Law its right
to receive payment for the Charges and for all legal services performed and
costs incurred by Deutsch Law or Xxxxxx Xxxxxx on behalf of Savoy and Siranna.
10. Successors and Assigns. This Agreement and Release is binding upon, and
shall inure to the benefit of, the parties and their respective successors and
assigns.
11. Failure to Enforce. The failure of either party to enforce any
provision of this Agreement and Release shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement and Release.
12. Agreement and Release Governed by Colorado Law. This Agreement and
Release is entered into in the State of Colorado, and the laws of the State of
Colorado shall apply in any dispute concerning its meaning and application. Any
action or proceeding relating to this Agreement and Release shall be commenced
in a state or federal court that has subject matter and personal jurisdiction
over the matter and that is located in the County of El Paso in the State of
Colorado.
13. Entire Agreement and Release. This Agreement and Release constitutes
the complete understanding between the parties and supersedes any and all other
agreements, understandings and discussions, whether written or oral, between the
parties. This Agreement and Release may not be altered, and no other promises or
agreement between the parties shall be binding, unless in writing and signed by
the party to be charged.
14. Counterparts and Facsimile Signatures. This Agreement and Release may
be executed in any number of counterparts, and each such counterpart shall be
deemed an original instrument, but all such counterparts together shall
constitute but one agreement. In addition, facsimile signatures on any
counterpart hereof shall be treated as original signatures hereto.
Dated: As mutually executed effective on this 5th day of October, 2005
SAVOY RESOURCES CORP. XXXXXX X. DEUTSCH LAW CORPORATION
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Deutsch
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Xxxxxx Xxxxxxx, President and Chief Xxxxxx X. Deutsch, President
Executive Officer
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