MUTUAL GENERAL RELEASE(TRIDENT)Release Agreement |
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Exhibit 10.5
MUTUAL GENERAL RELEASE (TRIDENT)
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 Trident Growth Fund, L.P., a Delaware limited partnership (“Trident”).
Preliminary Statement
Reference is hereby made to that certain 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. 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 accepted all of Parent’s rights and obligations under the Amended and Restated DIA Note in full and compete satisfaction of any and all obligations of any kind or nature of Parent and Merger Sub 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, and (iv) Parent has agreed to issue to Trident the New Warrant. 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. 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 relating to the Trident Debt, including, without limitation, the ZM Securities Purchase Agreement, the Parent Debenture, the Parent Warrant, the ZM Security Agreement and the Subordination Agreement, except those obligations of Parent and Trident under the New Warrant (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.







