GENERAL RELEASE AGREEMENT
Exhibit
10.5
This
GENERAL
RELEASE AGREEMENT
(this
“Agreement”),
dated
as of this ___ day of May 2007, is entered into by and among Modigene Inc.,
formerly known as LDG, Inc., a Nevada corporation (“Seller”), Xxxxxx Xxxxxxx
(“Xxxxxxx”), Xxxxxx Xxxxx (“Xxxxx”) and Xxxxxxxx Communications, Inc.
(“Xxxxxxxx”) (each of Xxxxxxx, Xxxxx and Xxxxxxxx are sometimes referred to as a
“Buyer” and collectively as the “Buyers”)), Liaison Design Group, LLC, a North
Carolina limited liability company (“LLC”), and Modigene Inc., a Delaware
corporation (“Modigene”). In consideration of the mutual benefits to be derived
from this Agreement, the covenants and agreements set forth herein, and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the execution and delivery hereof, the parties hereto hereby
agree as follows:
1. Split-Off
Agreement.
This
Agreement is executed and delivered by LLC pursuant to the requirements of
Section 7.3 of that certain Split-Off Agreement (the “Split-Off Agreement”) by
and among Seller, LLC, Buyers and Modigene, as a condition to the closing of
the
purchase and sale transaction contemplated thereby (the
“Transaction”).
2. Release
and Waiver by LLC.
For
and
in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, LLC, on behalf of itself and its assigns, representatives and
agents, if any, hereby covenants not to xxx and fully, finally and forever
completely releases Seller and Modigene, along with their respective present
and
former officers, directors, stockholders, members, employees, agents, attorneys
and representatives (collectively, the “Seller Released Parties”), of and from
any and all claims, actions, obligations, liabilities, demands and/or causes
of
action, of whatever kind or character, whether now known or unknown, which
LLC
has or might claim to have against the Seller Released Parties for any and
all
injuries, harm, damages (actual and punitive), costs, losses, expenses,
attorneys’ fees and/or liability or other detriment, if any, whenever incurred
or suffered by LLC arising from, relating to, or in any way connected with,
any
fact, event, transaction, action or omission that occurred or failed to occur
at
or prior to the closing of the Transaction.
3. Release
and Waiver by Buyers.
For
and
in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, each Buyer hereby covenants not to xxx and fully, finally and
forever completely releases the Seller Released Parties of and from any and
all
claims, actions, obligations, liabilities, demands and/or causes of action,
of
whatever kind or character, whether now known or unknown, which Buyer has or
might claim to have against the Seller Released Parties for any and all
injuries, harm, damages (actual and punitive), costs, losses, expenses,
attorneys’ fees and/or liability or other detriment, if any, whenever incurred
or suffered by Buyer arising from, relating to, or in any way connected with,
any fact, event, transaction, action or omission that occurred or failed to
occur at or prior to the closing of the Transaction.
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4. Additional
Covenants and Agreements.
(a) Each
of
LLC and each Buyer, on the one hand, and Seller and Modigene, on the other
hand,
waives and releases the other from any claims that this Agreement was procured
by fraud or signed under duress or coercion so as to make this Agreement not
binding.
(b) Each
of
the parties hereto acknowledges and agrees that the releases set forth herein
do
not include any claims the other party hereto may have against such party for
such party’s failure to comply with or breach of any provision in this Agreement
or the Split-Off Agreement.
(c) Notwithstanding
anything contained herein to the contrary, this Agreement shall not release
or
waive, or in any manner affect or void, any party’s rights and obligations under
the following:
(i) the
Split-Off Agreement; and
(ii) the
Agreement of Merger and Plan of Reorganization among Seller, Modigene, and
Modigene Acquisition Corp, a Delaware corporation and wholly owned subsidiary
of
Seller.
5. Modification.
This
Agreement cannot be modified orally and can only be modified through a written
document signed by both parties.
6. Severability.
If
any
provision contained in this Agreement is determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein
shall remain in full force and effect as if the provision that was determined
to
be void, illegal or unenforceable had not been contained herein.
7. Expenses.
The
parties hereto agree that each party shall pay its respective costs, including
attorneys’ fees, if any, associated with this Agreement.
8. Entire
Agreement.
This
Agreement constitutes the entire understanding and agreement of Seller,
Modigene, Buyers and LLC, and supersedes prior understandings and agreements,
if
any, among or between Seller, Modigene, Buyers and LLC, with respect to the
subject matter of this Agreement, other than as specifically referenced herein.
This Agreement does not, however, operate to supersede or extinguish any
confidentiality, non-solicitation, non-disclosure or non-competition obligations
owed by LLC to Seller under any prior agreement.
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IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement as of the day and year first above
written.
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PUBCO:
MODIGENE
INC. (f/k/a LDG, Inc.)
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| By: | ||
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Name: Xxxxx X. Xxxxx |
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| Title: President | ||
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LLC:
LIAISON
DESIGN GROUP, LLC
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| By: | ||
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Name: Xxxxxx Xxxxxxx |
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| Title Managing Director | ||
| SELLERS: | ||
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Xxxxxx
Xxxxxxx
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Xxxxxx
Xxxxx
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| XXXXXXXX COMMUNICATIONS, INC. | ||
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| By: | ||
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Name: Xxxxx Xxxxxxxx |
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| Title: President | ||
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MODIGENE:
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| By: | ||
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Name: Xxxx Xxxxx |
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Title: President
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