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AGREEMENT AND MUTUAL RELEASE

Release Agreement

AGREEMENT AND MUTUAL RELEASE | Document Parties: Seaena Group International, Inc | UC LASER, LTD You are currently viewing:
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Seaena Group International, Inc | UC LASER, LTD

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Title: AGREEMENT AND MUTUAL RELEASE
Governing Law: Nevada     Date: 5/24/2007
Law Firm: Snell Wilmer    

AGREEMENT AND MUTUAL RELEASE, Parties: seaena group international  inc , uc laser  ltd
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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

 

 

 

 

 

 

 

 

 

 

<PAGE>

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

 

 

1

<PAGE>

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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<PAGE>

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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