MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Exhibit 13
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
This Mutual Release and Settlement Agreement (“Agreement”) has been entered this 29th day of May 2019 for good and valuable consideration, the receipt and sufficiency of each of which is hereby acknowledged by all parties. This Agreement has two sets of parties.
The first set of parties are as follows and are collectively referred to as the “Greenstream Parties”: (i) Greenstream Holdings, Inc. (“GFHI”); (ii) Xxxxxxxx Xxxxxxxxx; (iii) Xxxxx Xxxx; and (iv) Xxxxx Xxxx, all of whom have a contact address of 00000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
The second set of parties are as follows and are collectively referred to as the “Eagle Oil Parties”: (i) Xxxx Xxxx, at xxxxxxxxxxxx@xxxxx.xx (ii) Xxxxxx Xxxxxx at xxxxxxxxxxxx@xxxxx.xxx; (iii) Xxx and Xxxxx Xxxxxxxx at xxxxxxxxx@xxxxx.xxx; and (iv) Xxxx Xxxxxxxxx, at xxxxxxxxxx@xxxxxxxxx.xx.
RECITALS
The following recitals form an integral part of this agreement and are to be read as representations, warranties and covenants by the parties:
WHEREAS, the Eagle Oil Parties own, control, or are affiliated either directly or indirectly with some of the authorized, issued and outstanding shares of the designated Preferred Stock of GFHI, (collectively, the “GFHI Preferred Stock”);
WHEREAS, there are no other shares of GFHI Preferred Stock otherwise authorized, issued or outstanding other than the Class A, B and C shares;
WHEREAS, the Eagle Oil Parties have no other right, title, claim or interest, either directly or indirectly, to any other GFHI Common Shares other than by utilizing Convertible notes that they may own;
WHEREAS, the Eagle Oil and Greenstream Parites have agreed to maintain this and all other matters concerning the Eagle Oil and Greenstream Parties on a confidential basis. Further that all of the parties hereto, shall refrain from slandering or defaming any other party to this settlement agreement. The parties hereto acknowledge that actual damages shall be difficult, if not impossible to ascertain, therefore liquidated damages in the amount of $100,000 shall be imposed on any offending party.
WHEREAS the Eagle Oil Parties represent that no one individually acting alone, or acting in concert shall exert any claims of ownership of any common or Preferred shares, and that all such shares and interests therein shall be included in this agreement.
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NOW, THEREFORE, BE IT AGREED THAT:
| 1. | Lump Sum Payment by Greenstream Parties to the Eagle Oil Parties. On execution and delivery of this Agreement and the concurrent surrender of all certificates, if any, evidencing the GFHI Preferred Stock and GFHI Convertible Debt owned by the Eagle Oil Parties, Greenstream Parties shall pay, without reservation in one lump sum of $40,000, via wire transfer to the Eagle Oil Parties to be distributed as follows: (i) Xxxx Xxxx - $10,000; (ii) Xxxxxx Xxxxxx – $10,000; (iii) Xxx and Xxxxx Xxxxxxxx - $10,000; and (iv) Xxxx Xxxxxxxxx - $10,000. Wire instructions will be provided under separate cover with a wire confirmation to be provided. |
| 2. | Medallion Signature Guarantee. If a medallion signature guarantee is required for the cancellation of shares, GFHI will pay for the cost to utilize V Stock’s medallion signature guarantee service. |
| 3. | Consulting Contract. Attached as Exhibit B is a consulting contract between Greenstream Finance Holdings and Xxxx Xxxx which the parties are executing concurrently. On full execution, the Greenstream Parties shall wire transfer the sum of $10,000 at the instruction of Xx. Xxxx as a one-time lump sum payment in full compensation for the services and other matters set forth in the consulting contract. Wire instructions will be provided under separate cover with a wire confirmation provided. |
| 4. | Issuance of Reg A shares. $40,000 worth of Reg A shares shall be issued to each one of the Eagle Oil Parties. If the Reg A shares are not issued and/or all supporting documentation for their deposit/sale (to a third party) is not provided within seven months from the date of this agreement, the cancelled class B preferred shares will be Immediately reissued in addition to the cancelled convertible debt. |
| 5. | General Release of the Eagle Oil Parties. On receipt of the GFHI Preferred Stock, and GFHI Convertible Debt owned by the Eagle Oil Parties, the Greenstream Parties, for themselves and for their heirs, devisees, members, managers, successors, assigns, and agents, completely, unconditionally and forever release, acquit and discharge the Eagle Oil Parties and the Eagle Oil Parties’ current and former agents and employees, attorneys, heirs, devisees, beneficiaries, successors, and assigns of and from any and all actions, causes of action, claims, claims to liens, liens, counterclaims, cross claims, debts, demands, liabilities, losses and damages, whether known or unknown, which were made, may have been made or could have been made in a lawsuit commenced on or before the date of this Agreement, or which in any manner relate to any and all transactions, communications or other dealings between the parties on or before the date of this Agreement. |
| 6. | General Release of the Greenstream Parties. Upon receipt of the payments required under paragraphs one, two, three and four above, the Eagle Oil Parties, for themselves and for their heirs, devisees, beneficiaries, successors, assigns, and agents, completely, unconditionally and forever release, acquit and discharge the Greenstream Parties, their current and former agents and employees, attorneys, heirs, devisees, successors, and assigns of and from any and all actions, causes of action, claims, counterclaims, cross claims, debts, demands, liabilities, losses and damages, whether known or unknown, which were made, may have been made or could have been made in a lawsuit commenced on or before the date of this Agreement, or which in any manner relate to any and all transactions, communications and other dealings between the parties on or before the date of this Agreement. |
| 7. | Attorneys’ Fees. Each Party shall be responsible for its own attorneys’ fees, costs and expenses incurred in connection with the negotiations, preparation and execution of this Agreement. |
| 8. | No Admission of Liability. The Parties’ agreement to the terms and conditions set forth herein shall in no manner be deemed an admission, express or implied, of: (a) liability by any Party to any other person or entity; (b) any fact, other than the facts set forth in the Recitals to this Agreement; or (c) the merits of the position taken by any Party with respect to any matter. |
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| 9. | No Assignment of Claims. Each set of parties represents and warrants to the other that it has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity any claims that it might have against the other. |
| 10. | Complete Agreement; Modification; and Waiver. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. |
| 11. | Review; Investigation; Etc. Each Party acknowledges and represents that: |
| A) | The Party has fully and carefully read and considered this Agreement prior to its execution; |
| B) | The Party has had the opportunity to make whatever investigation or inquiry the Party deems necessary or appropriate in connection with the subject matter of this Agreement; |
| C) | The Party is executing this Agreement voluntarily and free from any undue influence, coercion, duress or fraud of any kind; and |
| D) | The Party is knowingly and voluntarily waiving and releasing all claims against the other Parties, but only as provided in this Agreement. |
| 12. | Miscellaneous Provisions. |
| ● | This Agreement shall be binding upon and shall inure to the benefit of the Parties and the Parties’ respective heirs, agents, successors, and assigns; |
| ● | If any Party is required to take any action to enforce this Agreement, the prevailing Party shall be entitled to recover all reasonable attorneys’ fees and costs from the non-prevailing Party or Parties; |
| ● | The paragraph headings used in this Agreement are for purposes of identification only and shall not be considered in construing this Agreement. Furthermore, this Agreement shall be deemed to have been prepared with the full and equal participation of each Party and each Party’s legal counsel, and shall not be construed by any Party against any other Party; |
| ● | This Agreement shall be construed and enforced in accordance with the laws of the State of Wyoming and the Parties agree that the state courts located in Sheridan, Wyoming, shall have exclusive jurisdiction over, and shall be the exclusive venue for, any action arising out of, or related to, this Agreement. |
| ● | This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. The parties will accept facsimile signatures or electronic signatures as original signatures. |
IN WITNESS WHEREOF, the Greenstream and Eagle Oil Parties have executed this Agreement as of the day and year first above written.
The rest of this page shall remain blank
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| Greenstream Parties: | ||
| Greenstream Holdings, Inc. | ||
| By: | ||
| Xxxxxxxx Xxxxxxxxx, President | ||
| Xxxxxxxx Xxxxxxxxx, Individually | ||
| Xxxxx Xxxx | ||
| Xxxxx (Ray) Anam | ||
| Eagle Oil Parties: | ||
| /s/ Xxxx Xxxx | ||
| Xxxx Xxxx | ||
| /s/ Xxxxxx Xxxxxx | ||
| Xxxxxx Xxxxxx | ||
| /s/ Xxx Xxxxxxxx | ||
| Xxx Xxxxxxxx | ||
| /s/ Xxxxx XXxxxxxx | ||
| Xxxxx XXxxxxxx | ||
| /s/ Xxxx Xxxxxxxxx | ||
| Xxxx Xxxxxxxxx | ||
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 |
Audit Trail |
| TITLE | GreenStream settlement |
| FILE NAME | GREENSTREAM. XXXX...POSED RP copy.pdf |
| DOCUMENT ID | 2ab587fbbd23b286b2c62072fa95952c921fdcd1 |
| STATUS |  Completed |
Document History
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05/29/2019 20:30:52 UTC |
Sent for signature to Xxx Xxxxxxxx (xxxxxxxx@xxxxx.xxx) and Xxxxx Xxxxxxxx (xxxxxxxx000@xxxxx.xxx) from xxxxxxxx@xxxxx.xxx IP: 96.69.40.2 |
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05/29/2019 20:31:21 UTC |
Viewed by Xxx Xxxxxxxx (xxxxxxxx@xxxxx.xxx) IP: 96.69.40.2 |
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05/29/2019 20:31:40 UTC |
Signed by Xxx Xxxxxxxx (xxxxxxxx@xxxxx.xxx) IP: 96.69.40.2 |
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05/29/2019 20:32:19 UTC |
Viewed by Xxxxx Xxxxxxxx (xxxxxxxx000@xxxxx.xxx) IP: 96.69.40.2 |
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05/29/2019 20:33:19 UTC |
Signed by Xxxxx Xxxxxxxx (xxxxxxxx000@xxxxx.xxx) IP: 96.69.40.2 |
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05/29/2019 20:33:19 UTC |
The document has been completed. |
