RELEASE AND SETTLEMENT AGREEMENT- LARSON
RELEASE
AND SETTLEMENT AGREEMENT- XXXXXX
THIS
RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”)
is
made and entered into as of this 11th day of July 2007 by and among
Indigo-Energy, Inc., a Nevada corporation (the “Company”)
and
Appalachian Technology and Transportation, Inc., a corporation; and Xxxxx Xxxxxx
collectively referred to as Contractor (“Contractor”),
and
the leadership of the majority interest of Indigo-Energy Partners, LP, (“LP”)
together with the Company, the “Parties”
each
a
“Party”).
WHEREAS,
reference is made to a number of Employment Agreements (Original Agreement)
between the Parties for the Contractor to provide services in exchange for
fees
and the issuance of stock. pursuant to which the Company and Contractor had
agreed to certain terms and conditions, and more specifically, Company issued
to
Appalachian Technology and Transportation, Inc. ten million (10,00,000) shares
of Indigo common stock (“Stock”) for future services to be performed by
Contractor as described in Original Agreement;, and
WHEREAS,
the
Parties have agreed that it is in their best interests to modify the terms
relating to the Original Agreement pursuant to the terms set forth herein;
and
WHEREAS,
the Company has offered and the Contractor has agreed to accept such
modifications to the Original Agreement for services rendered pursuant to the
terms set forth herein; and
WHEREAS,
the Contractor has agreed that acceptance of such modifications to the Original
Agreement shall constitute payment in full for services rendered and forever
waives all right, title and interest to any further compensation by the Company;
NOW,
THEREFORE, the Parties hereto, intending to be legally bound, hereby agree
as
follows:
Section
1. Waiver
and Settlement.
Effective upon the execution of this Agreement, and concurrent with the return
to the Company of the signed Stock certificates for ten million shares
(10,000,000) in the name of Appalachian Technology and Transportation,
(Appalachian) Inc. for cancellation of five million shares (5,000,000) and
re-issuance of two million shares (2,000,000) of restricted common stock in
the
name of Appalachian and three million shares (3,000,000) in the names per
schedule A, attached, the Contractor hereby waives all rights, claims, interests
and title to the Original Agreement and hereby agrees that any previous
agreements or understandings between the Parties are null and void and of no
further force or effect. Further, the Contractor will concurrently execute
the
attached Resignation Letter, in consideration for a one-time settlement and
separation fee of one-hundred thousand dollars ($100,000) to be paid to
Contractor, commencing with $10,000 payments on July 25, 2007 and the first
of
the month for August through December 2007 with a final payment not later than
December 31, 2007 for which the Contractor will be responsible for his own
taxes. Further, for a period of one-year, the Company acknowledges that it
will
compensate Contractor a Finders Fee (Fee) at a rate of five percent of the
gross
amount of dollars received by the Company in the form of a debenture, note
or
similar instrument, brought about through the sole efforts of the Contractor,
said Fee to be payable within 10 days of receipt of those funds by the Company.
It is understood that this Fee as a cumulative and total Fee and any other
costs
or fees associated with the delivery of such funding will be deducted from
this
Fee. The Company and the LP hereby and forever agree to indemnify Contractor
against any and all claims for all of time from the Company and/or the LP or
any
of their members or shareholders brought about as a result of Contractors
representation, services provided, and work performed from the date of the
first
Contractor engagement through the date of this Agreement. Further, the Company
agrees to indemnify, hold harmless, and cover any expenses or judgments against
Contractor from any actions, suits, or claims from Xxxxxxx Xxxxxxx, Consumer
Value Network, Xxxxx Xxxxx or its affiliates or assigns.
1
Section
2. Release.
(a)
Contractor hereby waives, releases and discharges the Company, and the Company
hereby waives, releases and discharges the Contractor its subsidiaries and
their
respective officers, directors, stockholders, employees, agents, attorneys,
subsidiaries, servants, successors, insurers, affiliates and their successors
and assigns, from any and all manner of action, claims, liens, demands,
liabilities, causes of action, charges, complaints, suits (judicial,
administrative or otherwise), damages, debts, obligations of any nature, past
or
present, known or unknown, whether in law or in equity, whether founded upon
contract (expressed or implied), tort (including, but not limited to,
defamation), statute or regulation (State, Federal or local), common law and/or
any other theory or basis, from the beginning of the world to the date hereof,
including, but not limited to, any claim that the Contractor has asserted,
now
asserts or could have asserted, but not including any claim for the enforcement
of this Agreement. Further, the LP hereby extend the same release and indemnity
to Contractor, and the Company agrees to fully indemnify Contractor for any
claims from an parties for any non-criminal actions during the terms of
Contractor’s Agreement including any reasonable attorney fees that may be
incurred by Contractor.
(b)
It is
understood and agreed by the Parties that the facts and respective assumptions
of law in contemplation of which this Agreement is made may hereafter prove
to
be other than or different from those facts and assumptions now known, made
or
believed by them to be true. The Parties expressly accept and assume the risk
of
the facts and assumptions being different, and agree that all terms of this
agreement shall be in all respects effective and not subject to termination
or
reclusion by any such difference in facts or assumptions of law.
Section
3. Successors.
This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective administrators, representatives, executors, successors and
assigns, by reason of merger, consolidation, and/or purchase or acquisition
of
substantially all of the Company’s assets or otherwise.
Section
4. Governing
Law.
Each
Party acknowledges that it has been represented by counsel in connection with
this Agreement, and has executed the same with knowledge of its consequences.
This Agreement is made and entered into under Nevada law and shall be
interpreted, enforced and governed under the laws of the laws of Nevada without
regard to its conflicts of laws principles.
Section
5. Paragraph
Headings.
The
paragraph headings used in this Agreement are intended solely for convenience
of
reference and shall not in any manner amplify, limit, modify or otherwise be
used in the interpretation of any of the provisions hereof.
Section
6. Severability.
Should
any of the provisions of this Agreement be declared or be determined 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 deemed not to be a part of this Agreement.
Section
7. Entire
Agreement.
This
Agreement sets forth the entire agreement between the Parties, and fully
supersedes any and all prior agreements or understandings between the Parties
pertaining to the subject matter hereof. All other contracts, agreements or
understandings between the Parties are null and void. Without limiting the
foregoing, any and all employment agreements, including all amendment and/or
addendums thereto, shall be terminated and of no further force or effect,
whether or not such agreements state that the same, or portions thereof, are
to
survive termination.
2
Section
8. Counterparts.
This
Agreement may be executed in counterparts. Each counterpart shall be deemed
an
original, and when taken together with the other signed counterpart, shall
constitute one fully executed Agreement.
Section
9. Further
Assurances.
From
and after the date hereof, the parties hereto shall take all actions, including
the execution and delivery of all documents, necessary to effectuate the terms
hereof.
Section
10. Survival.
All
obligations of the Parties as set forth herein shall survive the execution
and
delivery hereof.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be entered into
as of
the date first written above.
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APPALACHIAN
TECHNOLOGY AND TRANSPORTATION, INC.
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By:
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Name:
Xxxxx X. Xxxxxx
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Title:
President
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STATE
OF
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ss:
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COUNTY
OF
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)
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I
certify that on July __, 2007, Xxxxx X. Xxxxxx personally came
before and
acknowledged under oath, to my satisfaction, that he is an
Officer of
Appalachian Technology and Transportation, Inc. (the “Corporation”),
a corporation and that the foregoing instrument was signed
on behalf of
the Corporation by authority of its Board of Directors, and
that he
acknowledged said instrument to be the free act and deed of
the
Corporation.
Signed
and sworn to before me on July __, 2007
_____________________________
Notary
Public of the State of
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3
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By:
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Name:
Xxxxx Xxxxxx
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Title:
Director
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STATE
OF
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)
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ss:
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COUNTY
OF
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)
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I
certify that on July __, 2007, Xxxxx Xxxxxx personally
came before and
acknowledged under oath, to my satisfaction, that he is
an officer of
INDIGO-ENERGY, INC. (the “Corporation”),
a corporation of the State of Nevada and that the foregoing
instrument was
signed on behalf of the Corporation by authority of its
Board of
Directors, and that he acknowledged said instrument to
be the free act and
deed of the Corporation.
Signed
and sworn to before me on July __, 2007
_____________________________
Notary
Public of the State
of
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Indigo
Energy-Parners, LP
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By:
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Name:
Xxxxx Xxxxxx
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Title:
General Partner & Investment
Leadership
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STATE
OF
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)
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ss:
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COUNTY
OF
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)
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I
certify that on July __, 2007, Xxxxx Xxxxxx personally
came before and
acknowledged under oath, to my satisfaction, that he
is an officer of
INDIGO-ENERGY, PARTNERS LP. (the “LP”), a corporation and that the
Agreement was signed on behalf of the Corporation by
authority of its
Board of Directors, and that he acknowledged said instrument
to be the
free act and deed of the Corporation and that (a) he
is named in and
personally signed this document; and (b) signed and delivered
this
document as his act and deed..
Signed
and sworn to before me on July __, 2007
_____________________________
Notary
Public of the State
of
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4
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Indigo
Energy-Parners, LP
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Xxxxx
X. Xxxxxx Xx.
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General
Partner & Investment
Leadership
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STATE
OF
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)
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ss:
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COUNTY
OF
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)
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I
certify that on July __, 2007, Xxxxx X Xxxxxx,
Xx. personally came before
and acknowledged under oath, , to my satisfaction,
that he is a General
Partner of INDIGO-ENERGY, PARTNERS LP. (the “LP”), a corporation and that
the Agreement was signed on behalf of the Corporation
by authority of its
Board of Directors, and that he acknowledged
said instrument to be the
free act and deed of the Corporation, and that
(a) he is named in and
personally signed this document; and (b) signed
and delivered this
document as his act and deed.
Signed
and sworn to before me on July__, 2007
_____________________________
Notary
Public of the State
of
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By:
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Secretary,
Director
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STATE
OF
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)
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ss:
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COUNTY
OF
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)
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I
certify that on July __, 2007, Xxxxxxx X. Xxxxxx,
personally came before
and acknowledged under oath, to my satisfaction,
that he is an officer and
Director of INDIGO-ENERGY, INC. (the “Corporation”),
a corporation of the State of Nevada and that the
foregoing instrument was
signed and on behalf of the Corporation by authority of its Board of
Directors, and that he acknowledged said instrument
to be the free act and
deed of the Corporation.
Signed
and sworn to before me on July __, 2007
_____________________________
Notary
Public of the State
of
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5
From
The Desk Of:
Xxxxx
Xxxxxx, CEO
Board
of Directors
000
X. Xxxxx Xxxxxx Xxxx
Xxxxx
000
Xxxxxxxxx,
XX 00000
July
20, 2007
Gentlemen-
I
hereby tender my resignation as President, Chief Executive Officer, and Member
of the Board of Directors (Director) effective at such time as the Board of
Directors may, at their sole discretion, replace me in any or all of these
capacities. I will continue to serve in these capacities until noticed by the
Board of Directors of the effective date of my resignation but in no case later
than 31 December 2007. I am submitting this resignation without any conflict
or
dispute of any kind with the Company or any of its Officers or
Directors.
Xxxxx
Xxxxxx
President
Chief
Executive Officer
Director,
Member of the Board of Directors
6
Schedule
A
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Partner
Participant
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Total
Investment
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Well
2 Investment
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Total
Investment
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%
of Total Invested
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Shares
in Gift Distribution
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Xxx
Xxxxxx, Xx.
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$800,000.00
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**
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$800,000.00
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16.33%
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489,796
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Xxx
Xxxxxx, Xx.
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$650,000.00
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$650,000.00
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13.27%
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397,959
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Xxxxx
Xxxxxx
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$600,000.00
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$600,000.00
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12.24%
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367,347
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Xxxx
Xxxxxx, Xx.
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$500,000.00
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$200,000.00
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$700,000.00
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14.29%
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428,571
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Xxxxxx
Xxxxx
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$300,000.00
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$300,000.00
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6.12%
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183,673
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Xxx
Xxxxxxx
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$350,000.00
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$350,000.00
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7.14%
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214,286
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Xxxx
Xxxxxx, Xx.
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$300,000.00
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$300,000.00
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6.12%
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183,673
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Xxxxx
Xxxxxx, Xx.
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$250,000.00
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$250,000.00
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5.10%
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153,061
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Xxx
Xxxx
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$200,000.00
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$100,000.00
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$300,000.00
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6.12%
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183,673
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Xxxxx
Xxxxxx, Xx.
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$150,000.00
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$200,000.00
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$350,000.00
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7.14%
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214,286
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Xxxxx
Xxxx
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$50,000.00
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$50,000.00
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1.02%
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30,612
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Xxx
Xxxxxxxxxxx
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$50,000.00
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$50,000.00
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1.02%
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30,612
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XX
Xxxxxxx
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$100,000.00
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$100,000.00
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2.04%
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61,224
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Xxxxx
Muhlburger
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$100,000.00
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$100,000.00
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2.04%
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61,224
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TOTAL
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$4,400,000.00
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$500,000.00
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$4,900,000.00
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100.00%
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3,000,000
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**
Xxx Xxxxxx Xx. is omitted from Well 2 calculation because of alternate
deal pending
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7
