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EXHIBIT 10.5
GENERAL RELEASE AGREEMENT This GENERAL RELEASE
AGREEMENT (this “Agreement”), dated as of December 31.
2008, is entered into by and among Nevada Gold Holdings, Inc., a
Delaware corporation (“Seller”), Sunshine Group, Inc.,
a Delaware corporation (“Split-Off Subsidiary”), and
Marion R. “Butch” Barnes, William D. Blanchard and
Robert Barnes (each, “Buyer” and collectively,
“Buyers”). 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
Split-Off Subsidiary pursuant to the requirements of Section 8.3 of
that certain Split-Off Agreement (the “Split-Off
Agreement”) by and among Seller, Split-Off Subsidiary and
Buyers, as a condition to the closing of the purchase and sale
transaction contemplated thereby (the “Transaction”).
2. Release
and Waiver by Split-Off Subsidiary. 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, Split-Off Subsidiary, 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 Nevada Gold Enterprises, Inc., a Delaware corporation
(“Nevada Gold”), 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 Split-Off Subsidiary 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 Split-Off Subsidiary 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 Split-Off
Agreement, the receipt and sufficiency of which are hereby
acknowledged, each Buyer hereby covenants not to sue and fully,
finally and forever completely releases 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 such Buyer 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 such Buyer
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.
4. Additional
Covenants and Agreements.
(a) Each
of Split-Off Subsidiary and Buyers, on the one hand, and Seller, on
the other
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