MUTUAL RELEASE AGREEMENT
This
Mutual Release (the “
Agreement ”),
made as of January 31, 2008, is effective as of the date on
which
FORGEHOUSE, LLC ,
a limited liability company organized under the laws of Georgia
(“
FH ”),
and
MILK BOTTLE CARDS INC. ,
a corporation organized under the laws of Nevada (“
Publico ”;
collectively with FH, the “
US Parties ”),
consummate a transaction of the nature referenced in
Publico’s Preliminary Schedule 14C, as filed with the
Securities and Exchange Commission on December 17, 2007 (the
“
Effective Date ”)
and is entered into by and among FH, Publico, Arngrove Group
Holdings Ltd, a company organized under the laws of England
(“
Arngrove ”),
After All Ltd., a private limited company governed by the laws of
England (“
After All ”;
collectively, with Arngrove, the “
Noteholders ”),
and Paul
Grootendorst,
a
citizen of the United Kingdom, Bryan
Irving, a
citizen of the United Kingdom, Brooks
Mileson ,
a citizen of the United Kingdom, and Ian
Morl ,
a citizen of the United Kingdom (collectively, the “
Investors ”;
collectively with the Noteholders, the “
UK Parties ”).
In
consideration of the mutual promises and undertakings
contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do agree as follows:
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1.
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General Release by the UK Parties.
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Release of Claims Against the US Released Parties
.
Subject to the last sentence of this
Section 1 ,
each of the UK Parties, severally, for themselves, their
respective
executors, heirs, administrators, Affiliates, successors and
assigns, and guardians, and each of their respective past, present,
and future officers, directors, interest holders or stockholders,
owners, employees, consultants, agents, attorneys, and
representatives and others acting for, on behalf of, or claiming
by, through, or under any of the foregoing ,
hereby irrevocably and unconditionally release and forever
discharge each of the US Parties and their respective executors,
heirs, administrators, Affiliates, successors, assigns, and
guardians, and each of their respective past, present, and future
officers, directors, interest holders or stockholders, owners,
employees, consultants, agents, attorneys, and representatives and
others acting for, on behalf of, or claiming by, through, or under
any of the foregoing (collectively, the “
US Released Parties ”)
from, and with respect to, any and all past, present or future
claims, assessments, charges, causes of action or actions, costs,
damages, debts, demands, expenses, fees (attorneys’ and
other), lawsuits, rights to defense or indemnity, liabilities, and
obligations whatsoever (the “
UK Parties Claims ”),
that the UK Parties now have, ever had, or may in the future have,
against the US Released Parties, whether the same be at law, in
equity, or mixed, whether sounding in tort, in contract or
otherwise, whether known or unknown, suspected or unsuspected, now
existing or which may arise hereafter, contingent, liquidated or
accrued, but in each case arising out of or related to, any matter,
cause, or event which has happened, developed, or occurred on or
before the Effective Date, including but not limited to all UK
Parties Claims arising out of, based on, pertaining to, or in any
way related to or connected with any of the following: breach,
partial performance, or non-performance of oral or written
contracts, misrepresentation, negligence, gross negligence, willful
misconduct, fraud, breaches of any covenant of good faith and fair
dealing, breaches of any fiduciary duty (whether of care, loyalty
or otherwise), the Membership Interests in FH, the UK
Parties’ relationship with any of the US Released Parties, or
the offer, sale, or repurchase of the Interests,
the Promissory Notes of FH in favor of the Noteholders or the
changes in terms to or amendments of the Promissory Notes,
or
relating to, based upon or connected with any decision, conduct,
action, omission, or undertaking by any of the US Released Parties
on or prior to the Effective Date or any Legal Requirement of the
United States or any state thereof or of any other U.S. or
non-U.S. jurisdiction affecting or relating to the offer, sale or
repurchase of the Interests or the modifications or amendments of
the Promissory Notes that any of the UK Parties, as appropriate,
ever had, now have, or claim to have against the US Released
Parties. Notwithstanding the foregoing releases, none of the UK
Parties waives any rights or claims against any of the US Released
Parties that may arise from any breach of this Agreement by any of
the US Parties. Further, notwithstanding the foregoing releases,
none of the Investors waives any rights or claims against any of
the US Released Parties that any of the Investors may have against
any of the US Released Parties that may arise from any breach by
any of the US Parties of that certain Interest Purchase Agreement,
dated as of the date hereof, by and among Publico and the
Investors.
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2.
|
General Release by the US Parties.
|
Release of Claims Against the UK Released Parties
.
Subject to the last sentence of this
Section 2 ,
each of the US Parties, severally, for themselves, their respective
executors, heirs, administrators, Affiliates, successors and
assigns, and guardians, and each of their respective past, present,
and future officers, directors, interest holders or stockholders,
owners, employees, consultants, agents, attorneys, and
representatives and others acting for, on behalf of, or claiming
by, through, or under any of the foregoing, hereby irrevocably and
unconditionally release, and forever discharge each of the UK
Parties and their respective executors, heirs, administrators,
Affiliates, successors, assigns, and guardians, and each of their
respective past, present, and future officers, directors, interest
holders or stockholders, owners, employees, consultants, agents,
attorneys, and representatives and others acting for, on behalf of,
or claiming by, through, or under any of the foregoing
(collectively, the “
UK Released Parties ”)
from, and with respect to, any and all past, present or future
claims, assessments, charges, causes of action or actions, costs,
damages, debts, demands, expenses, fees (attorneys’ and
other), lawsuits, rights to defense or indemnity, liabilities, and
obligations whatsoever (“
US Parties Claims ”)
that the US Parties now have, ever had or may in the future have
against the UK Released Parties, whether the same be at law, in
equity or mixed, whether sounding in tort, in contract or
otherwise, whether known or unknown, suspected or unsuspected, now
existing or which may arise hereafter, contingent, liquidated, or
accrued, but in each case arising out of or related to, any matter,
cause or event which has happened, developed or occurred on or
before the Effective Date, including but not limited to all US
Parties Claims arising out of, based on, pertaining to, in any way
related to or connected with any of the following: breach, partial
performance, or non-performance of oral or written contracts,
misrepresentation, negligence, gross negligence, willful
misconduc
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