Exhibit 10.2
RELEASE AGREEMENT
THIS RELEASE AGREEMENT
(this “ Agreement
”) is made as of this 22nd day of March, 2007 (the “
Effective Date ”), by and among Greens Worldwide
Incorporated, an Arizona Corporation (“ GRWW
”), AJW Partners, LLC , a Delaware limited liability
company (“ AJW Partners ”), AJW Offshore,
Ltd ., a Caymans Island corporation (“ AJW
Offshore ”), AJW Qualified Partners, LLC , a New
York limited liability company (“ AJW Qualified
Partners ”), New Millennium Capital Partners, II,
LLC , a New York limited liability company (“ New
Millennium ” and together with AJW Partners, AJW Offshore
and AJW Qualified Partners, “ NIR ”), Andara
Corporation (“ Andara ”), and Dutchess
Advisors, LLC (“ Dutchess ”) (each
individually a “ Party ” and collectively the
“ Parties ”).
RECITALS:
A. Pursuant to that Securities Purchase Agreement
dated as of the date hereof and other agreements, instruments and
documents executed in connection therewith (collectively, the
“ Restructure Documents ”), NIR and GRWW have
agreed to restructure certain convertible notes and warrants held
by NIR pursuant to that Securities Purchase Agreement dated as of
September 16, 2005, that Securities Purchase Agreement dated
as of July 31, 2006, that Securities Purchase Agreement dated
as of September 19, 2006, that Letter Agreement dated as of
October 13, 2006, and that Letter Agreement dated as of
November 20, 2006 (collectively, the “ Prior NIR
Agreements ”).
B. Pursuant to that letter agreement among GRWW,
Andara and Dutchess dated September 7, 2005 (the “
Andara Agreement ”), Andara and Dutchess are entitled
to receive certain payments, fees and warrants from
GRWW.
C. The Parties desire to terminate the Prior NIR
Agreements and the Andara Agreement and any and all other
agreements, statements, instruments (including, without limitation,
warrants and notes), certificates or other documents between or
among GRWW and any of NIR, Andara and/or Dutchess except the
Restructure Documents (collectively, the “ Documents
”) in exchange for the consideration received pursuant to the
Restructure Documents.
D. Each of NIR, Andara and Dutchess desire to
release GRWW from any potential claims, known and unknown, it may
have against GRWW as provided in this Agreement, and GRWW desires
to release NIR, Andara and Dutchess, from any potential claims,
known and unknown, it may have against any of them as provided in
this Agreement.
NOW, THEREFORE
, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
Parties agree as follows:
1. TERMINATION OF THE
DOCUMENTS . The Documents are hereby declared to be null
and void and of no further force and effect.
1
2. RELEASE OF CLAIMS BY EACH
PARTY . In consideration of the promises recited in this
Agreement, each of NIR, Andara and Dutchess, on behalf of its
successors, assigns, officers, directors, managers, shareholders,
members, attorneys, agents, employees and representatives, hereby
does, knowingly and voluntarily, release, acquit and forever
discharge GRWW, and its successors, assigns, officers, directors,
shareholders, attorneys, agents, employees and representatives,
from any and all claims, suits, demands, causes of action, debts,
damages, costs, losses, obligations, judgments, charges, expenses,
dues, sums of money, accounts and controversies of whatever kind or
nature, direct or indirect, arising in tort or contract, whether
known or unknown, contingent or noncontingent, at law or in equity,
which have arisen or may arise by reason of, or in any matter,
grown out of the subject matter of the Documents. This release will
apply to any actions taken or omissions made by GRWW that, at the
time of the execution of this Agreement, NIR, Andara or Dutchess
are unaware.
In consideration of the promises
recited in this Agreement, GRWW, on behalf of its successors,
assigns, officers, directors, shareholders, attorneys, agents,
employees and re
