Exhibit 10.21
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SECTION 7
THIS AGREEMENT made this 7th day of April A. D., 2006:
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BETWEEN:
SHEAR WIND INC.
hereinafter called "Shear Wind"
OF THE FIRST PART
-and-
XXXXXXX INTERNATIONAL INC., formerly XXXXXXX
INTERNATIONAL RESOURCES INC.
hereinafter called "Xxxxxxx"
OF THE SECOND PART
IN CONSIDERATION OF the mutual covenants, agreements, and payments hereinafter
set forth, the parties hereto agree as follows:
1. Amount Due to Shear Wind
The Parties agree that the amount now due from Xxxxxxx to Shear Wind is Two
Hundred & Fifty Thousand Dollars ($250,000.00).
2. Withdrawal of Section 244(1)
Shear Wind agrees that the Notice of Intention to Enforce Security
previously given to Xxxxxxx by Shear Wind is hereby withdrawn.
3. Release of Other Claims
The Parties each release the other from any other claims or demands
heretofore existing.
4. General Security Agreement
The Parties acknowledge that Xxxxxxx disputes the validity of the General
Security Agreement (the "GSA") given by Xxxxxxx to Shear Wind and dated February
23, 2005. Notwithstanding that, in consideration of this settlement Xxxxxxx
agrees to adopt said agreement as its own from this date forward so that it
forms a valid charge upon the assets therein described. Except as provided for
in paragraph 11 hereof; Shear Wind agrees not to appoint a receiver to enforce
the GSA provided that Xxxxxxx strictly abides by each and every term of this
Agreement.
5. Petroleum & Natural Gas Rights
Xxxxxxx agrees to cooperate with Shear Wind in facilitating the sale ofthe
Petroleum & Natural Gas Rights located upon Xxxxxx Xxxxxx Island arid referred
to in Permits 04-01, 04-04 and 02-01 issued by the Government of Xxxxxx Xxxxxx
Island, and to execute all necessary documents required to facilitate the
transfer of the Petroleum & Natural Gas Rights to the purchaser of same.
6. Maximization of Sale Price
Shear Wind agrees to use its best efforts and to exercise reasonable
diligence so as to maximize the price received upon the sale of the Petroleum &
Natural Gas Rights.
7. Proceeds of Sale
From the proceeds of sale Shear Wind shall be paid the first $250,000.00
received. Should the sale price be at least $XXXXXXXXXX, whether as cash or in a
combination of cash and other property (whether that other property is shares,
options, warrants or otherwise), Shear Wind shall receive a bonus payment of
$XXXXXXXX. Should the sale price exceed $XXXXXXXXXXXX, whether as cash or in a
combination of cash and other property, then in addition to the $XXXXXXXXX bonus
Shear Wind shall receive twenty-five percent (25%) of the excess over
$XXXXXXXXXXXX (whether cash or other property).
8. Failure to Accept Offer
Should Xxxxxxx refuse to accept any offer recommended by Shear Wind,
Xxxxxxx shall immediately pay to Shear Wind those monies and other property
specified herein as if the offer had been accepted by Xxxxxxx.
9. Sale for Less Than $250,000
Should the sale of the Petroleum & Natural Gas Rights produce a sale price
of less than $250,000.00, Xxxxxxx agrees to pay the balance due to Shear Wind
upon the closing of that sale.
10. Payment Where No Sale
Should the Petroleum & Natural Gas Rights not be sold within three months
of the date hereof Xxxxxxx shall pay to Shear Wind the sum of $250,000.00
forthwith, and Shear Wind upon such payment shall release its GSA. Should the
Petroleum & Natural Gas Rights be sold by Xxxxxxx after that period of three
months, but before 5 years from the date hereof has elapsed, Xxxxxxx shall pay
to Shear Wind the commissions and bonuses set out in paragraph 7 hereof(with the
exception of the initial amount of $250,000.00 if that has already been paid as
contemplated in this paragraph).
11. Appointment of Receiver
In the event that Xxxxxxx fails to abide by paragraphs 8 or 10 hereof,
Shear Wind may appoint a receiver under its security. Xxxxxxx agrees not to
contest or otherwise interfere with the appointment of a receiver in these
circumstances.
IN WITNESS WHEREOF the parties hereto have executed this Agreement upon the
date first above written.
SIGNED, SEALED and DELIVERED )SHEAR WIND INC.
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/S/ XXX XXXX, Witness )Per: /s/ XXXXXXX XXXXXX, President
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)XXXXXXX INTERNATIONAL INC.
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/s/ XXX XXXX, Witness )Per: /s/J.XXXXXXX XXXXXXXX, President
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