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EXHIBIT 10.1
AGREEMENT AND MUTUAL RELEASE BY AND BETWEEN
U.C. LASER LTD. AND SEAENA, INC. DATED AS OF
JANUARY 8, 2007
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AGREEMENT AND MUTUAL RELEASE
This Agreement is made as of January 8, 2007, by and between
SEAENA,
INC., a Nevada corporation ("SEAENA") and U.C. LASER, LTD., a
corporation
organized under the laws of the State of Israel ("UC" and,
together with Seaena,
the "PARTIES").
FACTUAL BACKGROUND
A. UC and Seaena (formerly known as Crystalix Group
International,
Inc.) entered into a certain Asset Purchase Agreement dated
December 29, 2005
and amended as of February 1, 2006 and March 9, 2006 (the "ASSET
PURCHASE
AGREEMENT").
B. Pursuant to the Asset Purchase Agreement, Seaena issued
2,276,795
shares of its Class B Preferred Stock to UC (the "SEAENA CLASS B
STOCK"),
constituting 45% of the economic and voting rights represented
by issued and
outstanding shares of Seaena. The Seaena Class B Stock is
evidenced by
Certificates PB-1 and PB-2 (the "CERTIFICATES"), copies of which
are attached as
Exhibits A and B, respectively, to this Agreement. Certificate
No. PB-1 is in
the possession of UC. Certificate No. PB-2 is held in escrow by
Nevada Title
Company, a Nevada corporation ("ESCROW HOLDER"), pursuant to a
certain Escrow
Agreement by and among Seaena, UC, and Escrow Holder dated as of
March 31, 2006.
C. Pursuant to the Asset Purchase Agreement, Crystal
Impressions
(Israel) Ltd., a corporation organized under the laws of Israel
("CI"), which is
a wholly owned subsidiary of Seaena, and Laser Glass, Ltd., a
corporation
organized under the laws of the State of Israel ("LG") entered
into a certain
Agreement dated February 1, 2006, whereby, among other things,
LG granted a
license of certain patent rights to CI (the "PATENT
LICENSE").
D. Pursuant to Section 1.1(e) of the Asset Purchase Agreement,
as added
by Amendment to Asset Purchase Agreement dated February 1, 2006,
UC agreed to
transfer to CI all of the shares of corporate stock of LG held
by UC,
constituting majority ownership of LG (the "LG SHARES").
E. Certain issues and disputes have arisen concerning the
assets
transferred pursuant to the Asset Purchase Agreement.
F. The Parties desire to agree as set forth below.
AGREEMENT
The Parties agree as follows:
1. SALE OF STOCK. UC will sell the Seaena Class B Stock to
Seaena for
$425,000 (the "PURCHASE PRICE"), and deliver the Certificates to
Seaena for
cancellation.
2. PROMISSORY NOTE AND PLEDGE AGREEMENT. A portion of the
Purchase
Price in the amount of $400,000 will be in the form of a
Promissory Note in the
form of Exhibit C to this Agreement (the "NOTE"), payable to UC,
without
interest, maturing six months after the date of Closing (as
defined below). The
Note will be secured by a Pledge Agreement (the "PLEDGE
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AGREEMENT") in the form of Exhibit D to this Agreement, granting
to UC a first
priority security interest in the Seaena Class B Stock, which
will be held by
Seaena as treasury stock until the Note has been paid in full.
Upon sale by
Seaena to any third party of the Seaena Class B Stock, or any
other equity
interest in Seaena exceeding twenty-five percent (25%) of the
voting rights of
equity holders in Seaena, in one transaction or a series of
transactions, the
Note will be paid in full.
3. LG STOCK. UC will cause the LG Stock to be transferred to
Seaena as
required under the Asset Purchase Agreement.
4. PATENT LICENSE. Notwithstanding any provisions of this
Agreement,
the Patent License will remain in full force and effect.
5. WARRANT. In consideration for the payment of $25,000 by UC
to
Seaena, Seaena will issue to UC a warrant to purchase 600,000
shares of Seaena
common stock in the form attached as Exhibit E hereto.
6. CLOSING. The Closing will occur on or before January 15,
2007,
through escrow with Nevada Title Company, 2500 N. Buffalo Drive,
Suite 150, Las
Vegas, Nevada 89128. Each party will execute joint escrow
instructions
consistent with this Agreement.
(a) At the Closing, Seaena will deliver to UC:
(1) the cash portion of the Purchase Price in the amount
of $25,000;
(2) the Promissory Note;
(3) the Pledge Agreement;
(4) a new stock certificate evidencing the Seaena Class B
Stock, issued to Seaena as stockholder, together with
a stock power executed in blank; and
(5) the Warrant.
(b) At the Closing, UC will deliver to Seaena:
(1) the Certificates evidencing the Seaena Class B Stock,
which will be cancelled and reissued to Seaena
subject to UC's security interest under the Pledge
Agreement;
(2) the LG Stock, together with such documents or
instruments of transfer as may reasonably be required
by Seaena; and
(3) the payment of $25,000 in consideration for issuance
of the Warrant.
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7. RELEASE OF CLAIMS. Effective upon Closing, as a material part
of the
consideration for UC entering into this Amendment, Seaena agrees
as follows (the
"SEAENA RELEASE PROVISION"):
(a) Seaena hereby releases and forever discharges UC and
UC's
predecessors, successors, assigns, officers, managers,
directors, shareholders,
employees, agents, attorneys, representatives, parent
corporations,
subsidiaries, and affiliates (hereinafter all of the above
collectively referred
to as "UC GROUP") jointly and severally from any and all claims,
counterclaims,
demands, damages, debts, agreements, covenants, suits,
contracts, obligations,
liabilities, accounts, offsets, rights, actions, and causes of
action of any
nature whatsoever, including, without limitation, all claims,
demands, and
causes of action for contribution and indemnity, whether arising
at law or in
equity, whether presently possessed or possessed in the future,
whether known or
unknown, whether liability be direct or indirect, liquidated or
unliquidated,
whether presently accrued or to accrue hereafter, whether
absolute or
contingent, foreseen or unforeseen, and whether or not
heretofore asserted,
which Seaena may have or claim to have against any of UC Group;
provided,
however, that UC shall not be released hereby from any
obligation under this
Agreement or the documents and agreements to be delivered under
this Agreement.
(b) Seaena agrees not to sue any of UC Group or in any way
assist
any other person or entity in suing UC Group with respect to any
claim released
herein. The provisions of this Seaena Release Provision may be
pleaded as a full
and complete defense to, and may be used as the basis for an
injunction against,
any action, suit, or other proceeding, which may be instituted,
prosecuted, or
attempted in breach of the release contained herein.
(c) Seaena acknowledges, warrants, and represents to UC
Group
that:
(i) Seaena has read and understands the effect of this
Seaena Release Provision. Seaena has had the assistance of
independent
counsel of its own choice, or has had the opportunity to retain
such
independent counsel, in reviewing, discussing, and considering
all the
terms of this Seaena Release Provision; and if counsel was
retained,
counsel for Seaena has read and considered this Seaena
Release
Provision and advised Seaena to execute the same. Before
execution of
this Amendment, Seaena has had adequate opportunity to make
whatever
investigation or inquiry it may deem necessary or desirable
in
connection with the subject matter of this Seaena Release
Provision.
(ii) Seaena is not acting in reliance on any
representation, understanding, or
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