Exhibit 10.1
TERMINATION AND RELEASE
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TERMINATION AND RELEASE OF CLAIMS, dated this 24th day of June, 2008 (the
"Termination and Release"), by and among AirtimeDSL (the "Company"), a Nevada
corporation, Beijing Happy Vitamins Trading Co., Ltd. ("Buyer"), a limited
liability Chinese Company and China Water Sub ("Merger Sub"), a Nevada
corporation.
RECITALS
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WHEREAS, the Company, Buyer and Merger Sub are party to an Acquisition
Agreement and Plan of Merger, dated as of June 11, 2008 (the "Merger
Agreement");
WHEREAS, the Company, Buyer and Merger Sub wish to terminate the Merger
Agreement by mutual written consent; and
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
Company, Buyer and Merger Sub hereby agree as follows:
1. Pursuant to Section 7.01 of the Merger Agreement, as duly authorized by
their respective boards of directors, the Company, Buyer and Merger Sub
hereby terminate the Merger Agreement by mutual written consent.
2. Each of the Company, Buyer and Merger Sub, on behalf of itself and all
present or former parents, subsidiaries and other affiliates, hereby releases
the other parties and their respective parents, subsidiaries, directors,
officers, agents, representatives, shareholders and other affiliates (and
each of their respective parents, subsidiaries, directors, officers, agents,
representatives, shareholders and other affiliates) from all claims, demands,
debts, liabilities, obligations, agreements, promises, losses, damages,
demands, rights, actions or causes of action, whether known or unknown,
whether at law or equity, whether direct or derivative (herein "Claim" or
"Claims") arising under or relating to the Merger Agreement or any of the
transaction(s) described or referred to in the Merger Agreement; provided
however, any Claim by the Buyer or Merger Sub or their parents, subsidiaries,
directors, officers, agents, representatives or other affiliates (or each of
their respective parents, subsidiaries, directors, officers, agents,
representatives, shareholders and other affiliates) against the Company to
the extent such Claim arises out of a Claim asserted by any shareholder,
noteholder or other creditor of the Company or any of its subsidiaries
pursuant to, based upon or in any way relating to the Merger Agreement or
any transaction(s) or proposed transaction(s) described or referred to in
the Merger Agreement, or this termination of the Merger Agreement.
3. This Termination and Release shall be construed and enforced in
accordance with, and be governed by, the laws of Nevada without regard to
its conflict of law provisions, and it may not modified, amended or
terminated, nor may the provisions hereof be waived, other than in a
written instrument executed by all parties hereto.
4. This Termination and Release may be executed in two or more counterparts,
each of which shall be deemed an original, all of which together shall
constitute one and the same instrument. Capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to them in
the Merger Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Termination
and Release as an agreement under seal as of the date first above written.
AirtimeDSL
By: /s/ Xx Xxxxxxxxx
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Name: Xx Xxxxxxxxx
Title: President
Attest:
By: /s/ Xx Xxxxxxxxx
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Name: Xx Xxxxxxxxx
Title: Secretary
CHINA WATER SUB
By: /s/ Xx Xxxxxxxxx
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Name: Xx Xxxxxxxxx
Title: President
Attest:
By: /s/ Xx Xxxxxxxxx
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Name: Xx Xxxxxxxxx
Title: Secretary
HAPPY VITAMINS TRADING CO., LTD.
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
Title: Chief Executive Officer
Attest:
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
Title: Secretary
