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GENERAL RELEASE

Release Agreement

GENERAL RELEASE You are currently viewing:
This Release Agreement involves

ZONE MINING LTD | Driveitaway, Inc | Stonewell Partners LLP

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Title: GENERAL RELEASE
Date: 10/26/2006

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General Release


Exhibit 10.4


 

GENERAL RELEASE (PARENT)

 

THIS MUTUAL GENERAL RELEASE (this “Release”) is made as of October 20, 2006, by and among the Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Driveitaway, Inc., a Delaware corporation (“DIA”), and Stonewell Partners LLP, a United Kingdom limited liability company (“Stonewell”).

 

Preliminary Statement

 

Reference is hereby made to that certain: (i) Termination and Assignment and Assumption Agreement (the “Termination Agreement”), dated October 20, 2006, by and among Parent, Merger Sub, Driveitaway, Inc., a Delaware corporation (“DIA”), and Trident; and (ii) Letter Agreement dated October 20, 2006 by and between Parent, Merger Sub, DIA and Stonewell (the “Letter Agreement”), pursuant to which the parties thereto agreed to terminate the Merger Agreement dated as of September 21, 2006 by and among the parties (the “Merger Agreement”). Pursuant to the Termination Agreement, (i) Parent assigned all of its right, title and interest in and to the Amended and Restated DIA Note to Trident and Trident acquired all of Parent’s rights under the Amended and Restated DIA Note in full and compete satisfaction of any and all obligations of any kind or nature related to the Trident Debt, (ii) Parent, Merger Sub and Trident have agreed to terminate the ZM Securities Purchase Agreement, the ZM Security Agreement and the Subordination Agreement, and (iii) Trident has agreed to deliver for cancellation the Parent Debenture and the Parent Warrant to Parent. As such, Trident has agreed that Parent and Merger Sub shall have no further obligations related to the Trident Debt, including, without limitation, under the ZM Securities Purchase Agreement, the ZM Security Agreement, the Subordination Agreement, the Parent Debenture, the Parent Warrant or the Amended and Restated DIA Note. Pursuant to the Letter Agreement, Parent, Merger Sub, DIA and Stonewell have agreed that the parties thereto shall have no further obligations under the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Termination Agreement.

 

Release

 

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the undersigned hereby covenants and undertakes as follows:

 

1.    Release. Each of the undersigned, for itself and on behalf of its subsidiaries, directors, officers, shareholders, affiliates, employees, agents, attorneys, accountants, successors and assigns (for this purpose, the “Releasing Party”), does hereby fully and irrevocably remise, release and forever discharge each of the other signatories hereto, and their respective subsidiaries, directors, officers, shareholders, affiliates, employees, agents, attorneys, accountants, successors and assigns (for this purpose, the “Released Parties”), of and from any and all manner of claims, actions, causes of action, grievances, liabilities, obligations, promises, damages, agreements, rights, debts and expenses (including claims for attorneys' fees and costs), of every kind, either in law or in equity, whether contingent, mature, known or unknown, or suspected or unsuspected, including, without limitation, any claims arising under any federal, state, local or municipal law, common law or statute, whether arising in contract or in tort, and any claims arising under any other laws or regulations of any nature whatsoever, that the Releasing Party ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, “Pre-Closing Claims”).

 

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Each of the undersigned represents, warrants and covenants that it has not sold, assigned, transferred, or otherwise conveyed to any other person or entity all or any portion of its rights, claims, demands, actions, or causes of action herein released.

 

Each of the undersigned further agrees and covenants not to sue or to bring, or assign to any third person, any claims or charges against any of the Released Parties with respect to any matter covered by the release set forth in

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