AGREEMENT AND RELEASE
This
Agreement (the “Agreement”) is dated February 14, 2007 and is made by and
between Armitage Mining Corp. (“AMC”), on one hand, and Xxxxxxx Xxxxx
(“MP”).
WHEREAS,
MP is
the owner of 600,000 shares of common stock of AMC (the “MP
Shares”);
WHEREAS,
AMC was
formed to engage in the acquisition, exploration and development of natural
resource properties (the “Business”)
WHEREAS,
AMC has
been unable to develop the Business to justify the expense of remaining as
a
public corporation;
WHEREAS,
AMC has
entered into and closed a Share Exchange Agreement with the shareholders of
Golden Autumn Holdings Inc., a Delaware corporation (“Golden Autumn”), pursuant
to which AMC is issuing the shareholders of Golden Autumn 17,032,970 shares
of
common stock of AMC in consideration of all of the outstanding securities of
Golden Autumn;
WHEREAS,
AMC no
longer desires to develop the Business and has elected to dispose of the
Subsidiary;
WHEREAS,
AMC and
MP have elected to enter into this Agreement pursuant to which will sell all
securities of AMC to MP in consideration for the return of the MP Shares to
AMC
for cancellation;
WHEREAS,
without
admitting and specifically denying potential liability and in order to avoid
further expense, costs, and time to litigate the any potential dispute between
the parties AMC and MP have reached a full and final agreement regarding the
sale of the assets of AMC and return for cancellation of the MP Shares;
and
NOW,
THEREFORE,
in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented
to
and agreed by and between AMC and MP as follows:
1. MP
agrees
to return to AMC the MP Shares for cancellation.
2. In
consideration for the items set forth in Section 1 above, AMC agrees to transfer
all of the assets of AMC to MP.
3. In
consideration of receiving the assets of AMC, MP releases and discharges AMC
,
AMC’s shareholders, directors, officers, successors, administrators, attorneys,
insurers, agents, and assigns from all actions, cause of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims, and demands whatsoever, in law,
admiralty or equity, against AMC, AMC’s shareholders, directors, officers,
successors, administrators, attorneys, insurers, agents, and assigns that MP
or
his, executors, administrators, agents, successors and assigns ever had, now
have or hereafter can, shall or may, have for, upon, or by reason of any matter,
cause or thing whatsoever, whether or not known or unknown, from the beginning
of the world to the day of the date of this Agreement.
4. MP
warrants and represents that no other person or entity has any interest in
the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion
of
the matters released herein. MP specifically represents that his is the owner
of
the MP Shares and that there are no liens, mortgage, deed of trust, pledge,
claim, security interest, covenant, restriction, easement, preemptive right,
or
any other encumbrance or charge of any kind.
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5. The
parties understand and agree that this Agreement, including the facts and
circumstances underlying this Agreement shall forever be deemed confidential
between the parties to the Agreement unless disclosure of the facts and
circumstances is required by law.
6. Each
party shall be responsible for their own attorneys’ fees and costs.
7. Each
party acknowledges and represents that: (a) they have read this Agreement;
(b)
they clearly understand the Agreement and each of its terms; (c) they fully
and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
8. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or oral. Each of the
parties hereto acknowledges that neither any of the parties hereto, nor agents
or counsel of any other party whomsoever, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein concerning
the
subject hereto, to induce it to execute this Agreement and acknowledges and
warrants that it is not executing this Agreement in reliance on any promise,
representation or warranty not contained herein.
9. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
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10. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms
or
provisions shall not be affected thereby and said illegal or invalid part,
term
or provision shall be severed and deemed not to be part of this
Agreement.
11. The
Parties agree that this Agreement is governed by the Laws of the State of New
York and that any and all disputes that may arise from the provisions of this
Agreement shall be tried in the Supreme Court, State of New York, County of
New
York. The Parties agree to waive their right to trial by jury for any dispute
arising out of this Agreement.
12. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended
to
one instrument, but all of which together shall constitute one and the same
Agreement.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first indicated
above.
/s/
Xxxxxxx Xxxxx
Name: Xxxxxxx
Xxxxx
Title:
its President
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
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