TERMINATION AGREEMENT
This
Termination Agreement (“Agreement”)
is
made as of June 11,
2007 by
and between Radial
Energy Inc.,
a
Nevada corporation (the “Company”),
and
Coventry
Capital LLC
(“Coventry”).
The
Company and Coventry are referred to collectively herein as the “Parties.”
RECITALS:
A. Effective
on May 24, 2007, the Company and Coventry entered into that certain Purchase
Agreement (the “Purchase
Agreement”).
B. Section
10 of the Purchase Agreement provides that the Parties may amend, waive,
discharge, and/or terminate the Purchase Agreement by written instrument signed
by the Party against whom enforcement of the amendment, waiver, discharge and/or
termination is sought.
C. The
Parties desire to mutually terminate the Purchase Agreement such that it is
null
and void effective as of the date above.
AGREEMENT:
NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties hereto mutually agree as follows:
1. Termination.
Effective immediately, by mutual consent of the Parties, the Purchase Agreement
is hereby terminated and is null and void and of no force or
effect.
2. Mutual
Release.
Each
Party hereby releases and discharges the other from any and all liabilities
and
further obligations arising under the Purchase Agreement.
3. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada, excluding its conflicts of law principles.
4. Counterparts.
This
Agreement may be executed in one or more counterparts, which, when taken
together, shall constitute one and the same original. In addition, facsimiles
of
signed documents shall be binding, the same as the original of such signed
document.
5. Binding
Effect.
This
Agreement will be binding upon and inure to the benefit of the parties and
their
respective successors and assigns.
6. Parties
in Interest.
Nothing
in this Agreement shall confer any rights or remedies under or by reason of
this
Agreement on any persons or entities other than the signatories
hereto.
7. Complete
Agreement.
This
Agreement constitutes the complete and exclusive statement of agreement between
the Parties with respect to the subject matter herein and replaces and
supersedes all prior written and oral agreements or statements by and between
the Parties. No representation, statement, condition or warranty not contained
in this Agreement will be binding on the Parties hereto or have any force or
effect whatsoever.
IN
WITNESS WHEREOF,
the
Parties have signed this Agreement on the date first written above and each
of
the individuals signing below warrants that he or she has the authority to
sign
for and on behalf of the respective parties.
RADIAL
ENERGY INC.:
By:
/s/ G. Xxxxx
Xxxxx
Name:
G.
Xxxxx Xxxxx
Title:
President, Chief Executive Officer, and Chief Financial Officer
COVENTRY
CAPITAL LLC:
By:
/s/ Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Authorized Signatory
