TERMINATION AND MUTUAL RELEASE OF CLAIMS AGREEMENT
EXHIBIT
10.13
THIS
TERMINATION AND MUTUAL RELEASE OF CLAIMS AGREEMENT (“Release”), dated effective as
of December 2, 2009 (the “Effective Date”), is by and
among Xtreme Oil & Gas Corp., a Nevada corporation (“XTOG”), with a business
address in Plano, Texas and its officers, directors and advisors, (collectively,
the “XTOG Parties”) and
WMDM Family Limited Partnership, (collectively, the “WMDM Parties”). All
signatories to this Release are sometimes collectively referred to as the “Parties” and individually
referred to as “Party”.
WHEREAS,
the XTOG Parties and the WMDM Parties entered into that certain warrant
agreements and related preferred stock issuances, during 2007 and 2008 (the
“Agreements”);
WHEREAS,
XTOG and WMDM desire to terminate the Agreements in exchange for shares of
common stock in XTOG.
WHEREAS,
the Parties desire to require each other to enter into this Release and confirm
the absence of (i) any claims by the XTOG Parties against the WMDM Parties
and/or any of their respective affiliates and (ii) any claims by the WMDM
Parties against the XTOG Parties and/or any of their respective affiliates;
and
WHEREAS,
the XTOG Parties acknowledge that the WMDM Parties, and the WMDM Parties
acknowledge that the XTOG Parties, are relying on this Release and terminating
the Agreements.
NOW,
THEREFORE, in consideration of the premises contained herein, the consideration
set forth in the Agreements and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
Section
1. Termination. XTOG
and WMDM acknowledge and agree that the Agreements were not modified or amended
as of the date hereof. XTOG and WMDM hereby agree to terminate the
Agreements. The Agreements, which include all Warrant Agreement
issuances in 2007 and 2008 and related preferred stock, shall be of no further
force and effect. In addition, WMDM hereby tenders for
cancellation any warrants or preferred stock of XTOG or its predecessor of which
he owns or possesses, in exchange for 12,500,000 shares of common stock in
XTOG.
Section
2. Release – XTOG
Parties. Each XTOG Party hereby RELEASES and FOREVER
DISCHARGES the WMDM Parties and their affiliates from all manners of action,
causes of action, suits, debts, sums of money, accounts, bonds, bills,
covenants, contracts, controversies, agreements, premises, variances, damages,
judgments, executions, claims and demands whatsoever in law or in equity
(collectively, the “Claims”) which he/it ever had,
now has, or hereafter can, shall or may have against any or all of the WMDM
Parties and/or any of their affiliates in respect of any and all agreements,
obligations and events incurred or occurring on or prior to the date hereof,
including without limitation: (i) Claims by any XTOG Party for reimbursement or
contribution of expenses under the Agreements, (ii) Claims by any of the XTOG
Parties with respect to payment of any kind either in cash, property or
securities and (iii) Claims by any of the XTOG Parties with respect to any
breach or violation of the Agreements. Each XTOG Party further agrees
not to file or bring any claim, suit, civil action, complaint, arbitration or
administrative action in any city, state or federal court or agency or
arbitration tribunal with respect to any Claim against the WMDM Parties or any
person. None of the XTOG Parties has transferred any Claim to any
third party.
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Section
3. Release – WMDM
Parties. Each WMDM Party hereby RELEASES and FOREVER
DISCHARGES the XTOG Parties and their affiliates from all Claims which he/it
ever had, now has, or hereafter can, shall or may have against any or
all of the XTOG Parties and/or any of their affiliates in respect of any and all
agreements, obligations and events incurred or occurring on or prior to the date
hereof, including without limitation: (i) Claims by any WMDM Party for
reimbursement or contribution of expenses under the Agreements, (ii) Claims by
any of the WMDM Parties with respect to payment of any kind either in cash,
property or securities as it relates to the Agreements, (iii) Claims by any of
the WMDM Parties with respect to any breach or violation of the Agreements and
(iii) Claims by any of the WMDM Parties with respect to violation of any trade
secrets, patent infringement or otherwise with respect to the
Agreements. Each WMDM Party further agrees not to file or bring any
claim, suit, civil action, complaint, arbitration or administrative action in
any city, state or federal court or agency or arbitration tribunal with respect
to any Claim against the XTOG Parties or any person with respect to the
Agreements. None of the WMDM Parties has transferred any Claim to any
third party.
Section
4. Competency. Each
Party acknowledges that he/it fully comprehends and understands all of the terms
of this Release and their legal effects. Each Party hereby further
expressly warrants that he/it is competent to execute this Release, that he/it
is executed knowingly and voluntarily and without reliance upon any statement or
representation of any released party or its representatives, and that he/it has
consulted with an attorney of his/its choice regarding this
Release.
Section
5. Successors. This
Release shall be binding upon each Party and his/its heirs, devisees,
administrators, executors, personal representatives, successors and assigns and
shall inure to the benefit of the XTOG Parties or the WMDM Parties, respectively
and their respective affiliates and each of their respective successors and
assigns.
Section
6. Governing
Law. This Release shall be governed by and construed in
accordance with the laws of the state of Texas without giving effect to
principles of conflicts of laws.
Section
7. Modification. This
Release may be modified only by a written instrument executed by all
Parties.
Section
8. Severability. If
any provision of this Release is held to be illegal, invalid or unenforceable
under present or future laws, such provision shall be fully severable and this
Release shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision, and there shall be
added automatically as part of this Release a provision as similar in its terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
IN WITNESS WHEREOF, each Party has
executed this Release effective as of the date first above written.
XTREME
OIL & GAS
By: /s/ Xxxxxxx X. XxXxxxxx
Name:
Xxxxxxx X. XxXxxxxx
Title:
WMDM
FAMILY LIMITED PARTNERSHIP
By: /s/
Xxxxxxx X. XxXxxxxx
Name:
Xxxxxxx X. XxXxxxxx
Title:
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