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Exhibit 10.5
GENERAL
RELEASE AGREEMENT
This
GENERAL
RELEASE AGREEMENT (this “ Agreement
”), dated as of this 2nd day of May, 2008, is entered
into by and among Kentucky USA Energy, Inc., formerly known as
Las Rocas Mining Corp., a Delaware corporation
(“Seller”), Christopher Greenwood
(“Greenwood” or “Buyer”), Las Rocas
Leaseco, Inc., a Delaware corporation (“Leaseco”),
and KY USA Energy, Inc., a Kentucky corporation (“KY
USA”). In consideration of the mutual benefits to be
derived from this Agreement, the covenants and agreements set
forth herein, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the
execution and delivery hereof, the parties hereto hereby agree
as follows:
1.
Split-Off
Agreement . This
Agreement is executed and delivered by Leaseco pursuant to the
requirements of Section 7.3 of that certain Split-Off Agreement
(the “Split-Off Agreement”) by and among Seller,
Leaseco, Buyer and KY USA, as a condition to the closing of the
purchase and sale transaction contemplated thereby (the
“Transaction”).
2.
Release
and Waiver by Leaseco . For and
in consideration of the covenants and promises contained herein and
in the Split-Off Agreement, the receipt and sufficiency of which
are hereby acknowledged, Leaseco, on behalf of itself and its
assigns, representatives and agents, if any, hereby covenants not
to sue and fully, finally and forever completely releases Seller
and KY USA, along with their respective present and former
officers, directors, stockholders, members, employees, agents,
attorneys and representatives (collectively, the “Seller
Released Parties”), of and from any and all claims, actions,
obligations, liabilities, demands and/or causes of action, of
whatever kind or character, whether now known or unknown, which
Leaseco has or might claim to have against the Seller Released
Parties for any and all injuries, harm, damages (actual and
punitive), costs, losses, expenses, attorneys’ fees and/or
liability or other detriment, if any, whenever incurred or suffered
by Leaseco arising from, relating to, or in any way connected with,
any fact, event, transaction, action or omission that occurred or
failed to occur at or prior to the closing of the
Transaction.
3.
Release
and Waiver by Buyer . For and
in consideration of the covenants and promises contained herein and
in the
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