Exhibit 2 - General Release and Settlement Agreement
GENERAL RELEASE AND SETTLEMENT AGREEMENT
THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT (the "Release") is made and
entered into this the 20th day of June 2003 by and between Satellite Enterprises
Corp., a Nevada corporation, formerly known as GreenVolt Power Corp. (the
"Company"), and the holders of its Series A Convertible Debentures listed on
Schedule A attached hereto (each, an "Investor," and collectively, the
"Investors").
Recitals
WHEREAS, the Company and the Investors (or their predecessors) entered into
those certain Series A Debentures (the "Debentures"); and
WHEREAS, the Company is in default under the terms and conditions of the
Debentures, and does not have the ability to repay the Debentures;
WHEREAS, the Company has requested that the Investors convert the
Debentures into common stock of the Company, in exchange for a reduction of the
conversion price of the Debentures;
WHEREAS, the Investors have agreed to convert their debt position into
equity, only upon the terms and conditions set forth in this Agreement;
WHEREAS, the Investors and the Company now desire to execute this Release
to release any and all Claims that any party may have, had, might have or might
have had against each other, except as specifically set forth herein;
Agreement
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties hereby agree as follows:
1. Releases
The Company and its affiliates, agents, heirs, beneficiaries, legal
representatives, successors and assigns hereby releases, acquits and
forever discharges each of the Investors, and his or its affiliates,
shareholders, directors, officers, employees, agents, heirs,
beneficiaries, legal representatives, successors and assigns from any
and all Claims. For purposes of this Release, "Claims" means all
demands, complaints, claims, rights, actions, causes of action, suits,
proceedings, damages (including without limitation for breach or
termination of any agreement or contract, including any employment
agreement), judgments, costs, expenses, compensation (including,
without limitation, unpaid compensation accrued for past employment or
other services), promises, agreements, royalty agreements, contract
rights, ownership rights, debts (including any outstanding promissory
notes or other debt instruments in favor of the releasing party),
liabilities, accrued salary or wages, and obligations of any kind
whatsoever, at common law, by statute, contract, or otherwise, which a
releasing party has, had, might have or might have had against the
other party, known or unknown, directly or indirectly attributable to
any transactions, dealings, or occurrences between the releasing and
released parties which arose prior to the date hereof.
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2. Other Transactions. The Investors hereby agree to convert the
Debentures into an aggregate of 18,400,000 shares of restricted common
stock of the Company, to be issued as set forth on Schedule A, which
represents a reduction of the current conversion price of $0.07 to a
new conversion price of $0.0154. The parties agree that this is a
reasonable adjustment, due to the fact that the common stock of the
Company has had volume of less than 10,000 shares traded in the 60
days prior to the date of this Agreement. The Company further agrees
that it shall not effect any reverse split of its common stock at any
time prior to June 31, 2004. Finally, the Company shall issue to
Future Ventures, Ltd. and Alternative Energy Capital, Inc., a warrant
to purchase an aggregate of 450,000 shares of common stock of the
Company at an exercise price of $1.00 per share, in the form attached
hereto as Exhibit A.
3. By execution of this Release, each party represents and warrants to
the other that no Claim that he, she or it has, had, might have or
might have had in the past against any other person or entity released
hereby, has previously been conveyed, assigned, or in any manner
transferred, in whole or in part, to any third party. Each party
expressly represents and warrants to the other that he, she or it has
full authority to enter into this Release and to release any and all
Claims he, she or it now has, had, might have or might have had in the
past against each person or entity released hereby.
4. It is expressly understood and agreed that the terms of this Agreement
are contractual and not merely recitations and that the agreements
herein contained are to compromise doubtful and disputed Claims, avoid
litigation, and buy peace and that no releases or other consideration
given shall be construed as an admission of liability, all liability
being expressly denied by each party hereto.
5. CONFIDENTIAL AGREEMENT. Each party hereto agrees to hold all
provisions of this Agreement strictly confidential, and shall not
disclose the terms hereof to any third party, except as required by
applicable law or legal process. Each party agrees not to disparage
any of the other parties hereto.
6. It is further understood and agreed that this Agreement contains the
entire agreement between the parties and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter hereof. No oral understandings,
statements, promises, or inducements contrary to the terms of this
Agreement exist. This Agreement cannot be changed or terminated except
in writing signed by all parties hereto.
7. IT IS FURTHER UNDERSTOOD AND AGREED THAT THIS AGREEMENT SHALL BE
GOVERNED BY, CONSTRUED UNDER, AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA, AND EACH PARTY AGREES TO SUBMIT TO THE
JURISDICTION AND VENUE OF LOS ANGELES, CALIFORNIA.
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Each party hereby waives the provisions of Section 1542 of the
California Civil Code, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
Initials (in order of appearance on Signature Page):
Satellite: _______
Alternative Energy Capital, Inc. _______
Future Ventures, Ltd. _______
Investors: _______
(under power of attorney)
Each party hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting
or causing to be commenced, any proceeding of any kind against the
Company, based upon any matter purported to be released hereby.
8. By execution of this Agreement, each Releasor warrants and represents
that he understands that this is a full, final, and complete
settlement with each party released hereby of all known and unknown
Claims.
9. If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable. This Agreement and all transactions contemplated hereby
shall be governed by, construed and enforced in accordance with the
laws of the State of California. THE PARTIES HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF
THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM
RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY. The parties agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction
located in the State of California. In the event that litigation
results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's
reasonable attorneys' fees, court costs and all other expenses,
whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.
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IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
dates set forth beneath the undersigned's respective signatures below.
"COMPANY"
SATELLITE ENTERPRISES CORP. Alternative Energy Capital, Inc.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxx
----------------------- -------------------------------
Name: Xxxxxx Xxxxx Name: Xxxx Xxxx
Title: CEO Title: Director/Authorized Officer
Investors (as set forth on Schedule A) Future Ventures Ltd.
Under power of attorney
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
---------------------- -------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: Attorney in Fact under P.O.A. Title: Director/Authorized Officer
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SCHEDULE A
INVESTORS
Debenture Holder Shares to be Issued Principal Amount
Future Ventures, Ltd. 700,000 $ 10,820.78
Alternative Energy Capital, Inc. 700,000 $ 10,820.78
Odessa Beheer BV 1,829,268 $ 28,277.30
Total Look BV 1,829,268 $ 28,277.30
Xx. X. Xxxxxxx 900,000 $ 13,912.43
Xxx. X.X. Xxxxxxxxx 900,000 $ 13,912.43
Xx. X. Xxxxxx 900,000 $ 13,912.43
Xxx. X. Xxxxxxxxx 900,000 $ 13,912.43
Xx. X.X. Xx Xxxxxx 300,000 $ 4,637.48
Crown Union Investment Ltd. 1,032,425 $ 15,959.49
Xx. X. Xxxxxx 932,425 $ 14,413.67
Mr. B.R. Dewis 487,805 $ 7,540.62
Mr. J.L.M. van Der Walle 900,000 $ 13,912.43
Mr. H.E. Xxxxxxx 900,000 $ 13,912.43
Ornskold Gruppen Holding BV 3,280,750 $ 50,714.69
Burest Holding BV 857,890 $ 13,261.49
Xx. X. X. xxx Xxxxxx 110,550 $ 1,708.91
Xx. Xxxxx Xxxxxxx 165,440 $ 2,557.41
Xxxxx Xxxxxx 774,179 $ 11,967.46
18,400,000 $284,432.00
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