Exhibit 10.1
MUTUAL DEED OF RELEASE AND DISCHARGE Dated 10thofFebruary 2006
This Mutual Deed of Release and Discharge ("Deed") is made between:-
(1) Azur International Inc. a Nevada corporation also registered at 101
N.E. Third Avenue Suite 1220 Fort Lauderdale FL 33301 ("the Buyer");
and
(2) Those persons set out in the Schedule to this Deed, being the Sellers
as set forth in the Contract, as defined below, (collectively the
"Sellers")
RECITALS
(A) Pursuant to the terms of an agreement dated 24 February 2005 and
entered into between the Buyer (1) and each of the Sellers (2) ("the
Contract"), the Buyer agreed to purchase and the Sellers agreed to sell
the entire issued share capital ("the Airtek Shares") of Airtek Safety
Limited, a company registered with company number 3617730 with its
registered office at Unit 25 Waterfront Business Park Fleet Hampshire
GU51 3QT ("the Company").
(B) During July 2005 an addendum to the Contract ("the Addendum") was
signed by all of the Parties amending the terms of the Contract and in
particular altering the terms of the payment of the deferred
consideration under the Contract.
(C) Pursuant to the terms of the Contract (before and after the execution
of the Addendum) in the event of any failure on the part of the Buyer
to pay to the Sellers any part of the Deferred Consideration (as
defined in the Contract), each of the Sellers is entitled to require
the Buyer either to issue shares in the capital of the Buyer (in the
amounts and proportions as set out in the Contract) or to require the
Buyer to transfer back to each of the Sellers all of the Airtek Shares,
in the proportions that were originally transferred pursuant to the
Contract.
(D) As security for the performance by the Buyer of its obligations under
the Contract each of the Parties entered into an escrow agreement ("the
Escrow Agreement") with Marrache & Co Solicitors of 5 Cannon Lane
Gibralter ("Marrache") for the deposit in an escrow account to be held
by Marrache of the following documents:-
(i) Share certificates executed on behalf of the Buyer in favour of
each of the Sellers, for shares in the capital of the Buyer ("the
Azur Certificates");
(ii) Share certificates executed on behalf of the Company in favour of
each of the Sellers, for all of the Airtek Shares ("the Airtek
Certificates"); and
(iii) Signed but undated stock transfer forms each signed by the Buyer
in favour of the respective Sellers, for the transfer back to the
Sellers of all of the Airtek Shares ("the Airtek Transfers").
(E) Pursuant to the terms of this Deed, the Buyer and Sellers agree to
mutually terminate the Contract.
(F) The Parties have received notice from Marrache that all of the Airtek
Certificates and the Airtek Transfers have been lost.
(G) The Parties wish to procure the termination of the Contract, the
transfer back to the Sellers of the Airtek Shares and the immediate
return by Marrache to the Buyer of the Azur Certificates.
IT IS AGREED as follows:-
1. Release And Discharge Of Contract
1.1 Each of the Sellers and the Buyer hereby agrees and acknowledges
that with effect from the execution of this Deed the Contract (as
amended by the Addendum) shall terminate and each of the parties
to the Contract shall release each of the others from any claim
whatsoever which he may have now or in the future against any of
the others pursuant to the terms of the Contract and/or the
Addendum.
1.2 Each of the Sellers and the Buyer hereby agrees and acknowledges
that all and any Installment Payments (as defined in the
Contract) made to any of the Sellers prior to the date of this
Deed shall be forfeit and shall not be recoverable by the Buyer
notwithstanding the transfer back to the Sellers of the Airtek
Shares in accordance with the terms of the Escrow Agreement.
1.3 Notwithstanding the terms of Clause 2 below, the Buyer shall use
its best endeavours to procure the transfer to each of the
Sellers of the Airtek Shares pursuant to Clause 1.2 above and to
procure that Marrache shall take any actions required by them to
procure the same.
2. Release of Escrowed Collateral
2.1 Each of the parties hereto shall use its best endeavours to
procure that this Agreement shall serve as a request to Marrache
immediately to release and return to the Buyer and the Sellers
(as appropriate) the Collateral (as defined in the Escrow
Agreement)
2.2 Insofar as Marrache does not and/or is not able to return the
Airtek Certificates and/or the Airtek Transfers to the Sellers,
the Buyer agrees that it shall:-
2.2.1 execute additional stock transfer forms for the transfer
by the Buyer back to the Sellers of the Airtek Shares;
2.2.2 undertake to return to the Sellers any of the share
certificates that were held by Marrache as Collateral
and that are subsequently found by the Buyer;
2.2.3 to the extent required pursuant to the laws of the state
of Florida, USA or such other legal jurisdiction to which
the Buyer may be subject, acknowledge, ratify and approve
the transfer of the Airtek Shares to the Sellers and the
resignation of Donald Winfrey as a director of the
Company; and
2.2.4 use its best endeavours to procure that Marrache shall do
and execute such things and documents (if any) as may be
reasonably required by the Sellers to effect the transfer
of the Airtek Shares.
3 Governing Law
This Deed and all matters arising from it shall be governed by and
construed under the laws of England and shall be subject to the
exclusive jurisdiction of the English Courts.
4 Counterparts
This Deed may be executed by fax and in any number of counterparts,
each of which shall be deemed an original. All counterparts together
shall constitute one and the same Agreement.
5 Parties In Interest
This Deed shall enure for the benefit of and be binding upon the
parties hereto and their heirs, successors and assigns.
6 Entire Agreement
This Deed contains the entire agreement of the parties hereto with
respect to the subject hereof, and may only be modified or amended by
written agreement signed by all parties hereto.
7 Waiver
The failure of any party to insist, in any one or more instances, upon
the strict performance of any of the terms or conditions of this
Agreement, or the failure of any party to exercise any of their rights
hereunder, shall not be construed as a waiver or relinquishment of any
such term, condition, or right hereunder and shall not affect any
party's ability to exercise any of their rights hereunder, shall not be
construed as a waiver or relinquishment of any such term, condition, or
right hereunder and shall not affect any party's right to insist on
strict performance or compliance with regard to any unexecuted portions
of this Agreement or future performance of the terms and conditions
herein.
IN WITNESS WHEREOF, the parties hereto have caused this Deed to be executed as
of the date first written above.
SCHEDULE
The Sellers
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Andrew R Fowles, Rita Mary Jane Cox and Michael Millard
Executors of Stephen Cox (deceased)
90 Park Street, Camberley, Surrey GU15 3NY
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Paul Martin Hucker
2 Redoaks, Fullers Road, Rowledge, Farnham, Surrey
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David Norman
26 Forbury Avenue Sawbridgeworth Hertfordshire CM21 9BG
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Graham Parsons
Rommatt Warbrook Lane Eversley Basingstoke Hampshire RG27 OQJ
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Alan Smith
Silverwood Church Lane Ewshot Nr Farnham Hampshire GU10 5BD
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Richard Stephenson
151 Aldershot Road Fleet Hampshire GU51 3GZ
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Colin Hutchinson
52 Oasthouse Drive Fleet Hampshire TU52 8UL
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Spread Trustee Company Limited (as trustee of
a Guernsey law trust known as "the
John Duggan Settlement" and not
otherwise)
c/o P O Box No 199 Commerce House St Peters Port Guernsey GY1 3HB
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SIGNED by PAUL HUCKER /s/ PAUL HUCKER
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by A R FOWLES
as Executor of Stephen Cox deceased /s/ A R FOWLES
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by M. MILLARD
as Executor of Stephen Cox deceased /s/ M. MILLARD
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by RITY MARY JANE COX
as Executor of Stephen Cox deceased /s/ RITY MARY JANE COX
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by DAVID NORMAN /s/ DAVID NORMAN
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by GRAHAM PARSONS /s/ GRAHAM PARSONS
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by ALAN SMITH /s/ ALAN SMITH
in the presence of :
Witness Signature: /s/ Suzanne Phillips
Witness Name: Suzanne Phillips
Address: DELMAR-GIGANTES, S.L.
C.I.F. B-38.339.024
Calle Flor de Pascua, 33
38683 Los Gigantes TENERIFE
Tele: +34 922 862901
Fax: +34 922 860959
Occupation: Administrator
SIGNED by RICHARD STEPHENSON /s/ RICHARD STEPHENSON
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by COLIN HUTCHINSON /s/ COLIN HUTCHINSON
in the presence of :
Witness Signature: /s/ John Cose
Witness Name: /s/ John Cose
Address: 16 Phillips Hatch Wonersh, Guildford, GU5 0PX
Occupation: Accountant
SIGNED by [ ] for and on
behalf of SPREAD TRUSTEE COMPANY LIMITED
in the presence of :
Witness Signature:
Witness Name:
Address:
Occupation:
SIGNED by [/s/ Don Winfrey , President ] for and
on behalf of AZUR INTERNATIONAL
LIMITED in the presence of :
Witness Signature: /s/ Albert Lazo
Witness Name: Albert Lazo
Address: 101 NE 3rd Ave, Suite 1220, Ft. Lauderdale, Fl 33301
Occupation: Attorney