Release
This
Release is being executed and delivered in accordance with Section 2.4(a)(ii)
of the Stock Purchase Agreement dated February 14, 2008 (the “Agreement”)
by and between Best Energy Services, Inc., a Nevada corporation ("Buyer")
and Xxxxxx X. Xxxxxx, a resident of Moab, Utah ("Seller").
The undersigned (“Shareholder”)
is the sole shareholder of Xxx Xxxxxx Drilling Company, a Utah corporation (the
“Company”)
and will directly benefit from the Agreement, including receiving the Purchase
Price. Capitalized terms used in this Release without definition have the
respective meanings given to them in the Agreement.
Shareholder
acknowledges that execution and delivery of this Release is a condition to
Buyer’s obligation to purchase the Purchased Shares and to consummate the
Contemplated Transactions pursuant to the Agreement and that Buyer is relying on
this Release in consummating such purchase.
Shareholder,
for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged and intending to be legally bound, in order to induce Buyer
to purchase the Purchased Shares and to consummate the Contemplated Transactions
pursuant to the Agreement, hereby agrees as follows:
Shareholder,
on behalf of himself and each of his Related Persons, hereby releases and
forever discharges the Buyer and the Company, and each of their respective
individual, joint or mutual, past, present and future Representatives,
affiliates, stockholders, controlling persons, Subsidiaries, successors and
assigns (individually, a “Releasee”
and collectively, “Releasees”)
from any and all claims, demands, Proceedings, causes of action, Orders,
obligations, Contracts and liabilities of any kind or nature whatsoever, whether
known or unknown, suspected or unsuspected, both at law and in equity, which
Shareholder or any of his Related Persons now has, have ever had or may
hereafter have against the respective Releasees arising contemporaneously with
or prior to the Closing Date or on account of or arising out of any matter,
cause or event occurring contemporaneously with or prior to the Closing Date;
provided,
however, that nothing
contained herein shall operate to (i) release any claims of the Shareholder or his Related Persons
under the Agreement or the Seller’s Closing Documents, or
(ii) limit Shareholder’s or his Related
Persons’s right to assert claims that are based on any matter, cause or event that happened after this
Release becomes effective.
Shareholder
hereby irrevocably covenants to refrain from, directly or indirectly, asserting
any claim or demand, or commencing, instituting or causing to be commenced, any
proceeding of any kind against any Releasee, based upon any matter purported to
be released hereby.
Without
in any way limiting any of the rights and remedies otherwise available to any
Releasee, Shareholder shall indemnify and hold harmless each Releasee from and
against all loss, liability, claim, damage (including incidental and
consequential damages)
or
expense (including costs of investigation and defense and reasonable attorney’s
fees) whether or not involving third party claims, arising directly or
indirectly from or in connection with (i) the assertion by or on behalf of
Shareholder or any of his Related Persons of any claim or other matter purported
to be released pursuant to this Release, and (ii) the assertion by any third
party of any claim or demand against any Releasee which claim or demand arises
directly or indirectly from, or in connection with, any assertion by or on
behalf of Shareholder or any of his Related Persons against such third party of
any claims or other matters purported to be released pursuant to this
Release.
If any
provision of this Release is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Release will remain in full
force and effect. Any provision of this Release held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.
This
Release may not be changed except in a writing signed by the person against
whose interest such change shall operate.
This
Release (including any claim or controversy arising out of or relating to this
Release) shall be governed by the law of the State of Texas, without regard to
conflict of law principles that would result in the application of any law other
than the law of the State of Texas.
All words
used in this Release will be construed to be of such gender or number as the
circumstances require.
In
Witness Whereof, each of the undersigned have executed and delivered this
Release as of this 14th day of
February, 2008.
| /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, individually |
