Exhibit 10.5
CROSS-RECEIPT AND
RELEASE
September 20,
2006
This Cross-Receipt and Release (this
“ Release ”) is being executed and delivered
pursuant to that certain Contribution Agreement, dated as of
September 20, 2006 (the “ Contribution Agreement
”), by the Members of Vanguard Synfuels, L.L.C., a Louisiana
limited liability company (each individually, a “
Member ” and collectively, the “ Members
”). Capitalized terms used in this Release without definition
have the respective meanings given to them in the Contribution
Agreement.
Each Member, other than Darrell
Dubroc and Timothy Collins, acknowledges receipt from Diametrics
Medical, Inc., a Minnesota corporation (the “ Public
Company ”), of the amount set forth next to his, her or
its name on Schedule 2.2(a) of the Contribution Agreement in
immediately available funds.
Darrell Dubroc and Timothy Collins
each acknowledge receipt from Public Company of certificates for
the Shares set forth next to his name on Schedule 2.2(b) of the
Contribution Agreement.
Each Member also acknowledges that
execution and delivery of this Release is a condition to the Public
Company’s obligation to consummate the transactions
contemplated by the Contribution Agreement and that the Public
Company is relying on this Release in consummating such
transactions.
Each Member, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, in order to induce
the Public Company to consummate the transactions contemplated by
the Contribution Agreement, hereby agrees as follows:
Each Member, on behalf of himself,
herself or itself, and each of his, her or its respective
Affiliates and related parties, hereby releases and forever
discharges the Public Company, Vanguard Synfuels, L.L.C., a
Louisiana limited liability company (the “ Company
”), Vanguard Biofuels, Inc., a Louisiana corporation (the
“ Subsidiary ”), and each of their respective
individual, joint or mutual, past, present and future Affiliates,
equity holders, controlling persons, and subsidiaries, and each of
their respective equity holders, members, partners, owners,
directors, officers, employees, agents, representatives and legal
counsel and each of their respective successors and assigns
(individually, a “ Releasee ” and collectively,
“ Releasees ”) from any and all claims, demands,
proceedings, causes of action, orders, obligations, contracts,
agreements, debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, both at law and in equity, which
the Member or any of his, her or its Affiliates or related parties
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,
including, but not limited to, any rights to indemnification or
reimbursement from the Company or the Subsidiary, as an employee,
officer, director, equity holder, member or otherwise, whether
pursuant to its charter, bylaws, operating agreement, contract,
applicable law or otherwise and whether or not relating to claims
pending on, or asserted after, the Closing Date; provided ,
however ,
that nothing contained herein shall operate to
release (i) any obligation of the Public Company to a Member
arising after the Closing Date under the Contribution Agreement or
any of such Me
