Exhibit
10.1
SETTLEMENT AGREEMENT AND RELEASE
This
Settlement Agreement and Release (the “Agreement”)
is made as of this 18
th day
of July 2007 by and between AMF Capital, Inc. (formerly known as
Hansen Gray & Company, Inc.) (“AMF”), on the one
hand, and Celsia Technologies, Inc. (formerly known as iCurie,
Inc.) (“Celsia”), on the other.
RECITALS
WHEREAS,
a dispute has arisen between the parties with respect to
(i) the rights of AMF under that certain Registration
Rights Agreement dated as of July 11, 2005 by and among AMF,
Celsia and certain additional parties (the “Registration
Rights Agreement”) and (ii) certain prior
discussions between AMF and Celsia with respect to the
potential issuance and sale of debentures by AMF to Celsia and
certain related discussions (collectively, the
“Dispute”); and
WHEREAS,
AMF and Celsia desire to compromise, settle, and resolve the
Dispute between them, including but not limited to any claims
which have been or could have been claimed for contractual,
extra-contractual, or any other claim, be it founded in
contract, tort, equity or any other possible theory of
recovery, whether or not asserted during the Dispute, in
accordance with the terms of this Agreement.
NOW, THEREFORE, for
and in consideration of the mutual promises set forth in this
Agreement, and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which the parties acknowledge,
the parties agree as follows:
1.
The Recitals set forth above are incorporated into and made part of
this Agreement.
2.
Upon
the execution of this Agreement by AMF and the resignation of
Alan B. Miller from the board of directors of Celsia, Celsia
shall (i) make a single payment to AMF in the total
amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00), by wire to AMF, which payment shall be
considered an advance to AMF under that certain Revenue Share
Agreement dated May 18, 2005 by and among Celsia Technologies
UK Limited, AMF and CHL Investment Partnership (the
“Revenue Share Agreement”) and (ii) issue to
AMF a warrant in the form attached hereto as
Exhibit A (the
“Warrant”) to purchase 1,000,000 shares of common stock
of Celsia at an exercise price of $0.88 per share.
3.
AMF,
on behalf of itself and its agents, principals, officers,
directors, shareholders, employees, representatives, parents,
affiliates, subsidiaries, divisions, associates, predecessors,
successors, owners and assigns, hereby releases Celsia and its
agents, principals, officers, directors, shareholders,
employees, representatives, parents, affiliates, subsidiaries,
divisions, associates, predecessors, successors, owners and
assigns, in such capacities, of and from any and all manner of
action, suits, claims, causes of action, whether class,
derivative or individual, in law or in equity, for indemnity
or otherwise, obligation or debt AMF had, has, or may have
against such parties, whether pursuant to a written agreement
or otherwise or whether presently known or unknown, suspected
or unsuspected, fixed or contingent, from the beginning of
time to the date hereof whether with respect to the Dispute or
any other matter; provided, however, that nothing in this
release shall constitute or be construed to be a release or
waiver of any of AMF’s rights or entitlements created
under or pursuant to the Revenue Share Agreement or this
Agreement and this releases shall not abrogate, impair, or
affect in any way any of AMF’s future rights and
interests as a common shareholder of Celsia (which rights AMF
acknowledges are no greater or less than other holders of
Celsia common shares, in their capacities solely as
shareholders), all of which rights, interests and entitlements
are expressly preserved. AMF further warrants and represents
that it has not assigned or otherwise transferred any claim or
cause of action released by this Section 3.
4.
AMF
hereby consents to, authorizes, confirms, ratifies and
approves the effective subordination of its rights under the
Registration Rights Agreement to the rights of the parties to
that certain Registration Rights Agreement dated as of May 25,
2007 by and between Celsia and certain security holders of
Celsia (the “Ne
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