RELEASE AND SETTLEMENT AGREEMENTRelease Agreement |
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RELEASE
AND SETTLEMENT AGREEMENT
THIS
RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”)
is
made and entered into as of this ___th day of July 2007 by and among
Indigo-Energy, Inc., a Nevada corporation (the “Company”)
and
Falcon Holdings, LLC a company with an address at 104 W. Railroad St.,
Mannington, WV 26582 (“Contractor”,
and
together with the Company, the “Parties”
each
a
“Party”).
WHEREAS,
reference is made to a Drill and Service Agreement executed September 2005
(“Original Agreement”)from the Company (previously know as Indigo Land and
Development, Inc.) to the Contractor pursuant to which the Company and
Contractor had agreed to certain terms and conditions, and more specifically,
Company issued four and one half million (4,500,000) shares of Indigo common
stock (Stock”) for future services to be performed by Contractor as described in
Original Agreement; and
WHEREAS,
the
Parties have agreed that it is in their best interests to modify the terms
relating to the Original Agreement pursuant to the terms set forth herein;
and
WHEREAS,
the Company has offered and the Contractor has agreed to accept such
modifications to the Original Agreement for services rendered pursuant to the
terms set forth herein; and
WHEREAS,
the Contractor has agreed that acceptance of such modifications to the Original
Agreement shall constitute payment in full for services rendered and forever
waives all right, title and interest to any further compensation by the Company;
NOW,
THEREFORE, the Parties hereto, intending to be legally bound, hereby agree
as
follows:
Section
1. Waiver
and Settlement.
Effective upon the execution of this Agreement, and concurrent with the return
of the signed and medalionized Stock certificate to the Company, Contractor
hereby waives all rights, claims, interests and title to the Original Agreement
and hereby agrees that any previous agreements or understandings between the
Parties are null and void and of no further force or effect. After cancellation
of that Stock, the Company will cause to be issued to Contractor and Contractor
hereby accepts Two Million Two Hundred Twenty Five Thousand (2,225,000) shares
(“New Stock”) of the Company’s Common Stock (“New
Shares”)
as
payment in full for services rendered and in complete satisfaction of all
obligations in connection with the Company’s Original Agreement and any other
services relating thereto through the date of this Settlement Agreement.
Additionally, $8,298.00 will be paid directly to Falcon in two payments of
$4,464.49 commencing on September 15, 2007 and final payment on October 15,
2007
for prior services rendered. Contractor hereby agrees that payment of the New
Stock and $8,298.00 will constitute payment in full and that there are no
further fees or compensation due and owing to Contractor. Furthermore,
Contractor will deliver to Company all documents and equipment that is
rightfully the Company’s within 10 days of signing of this Settlement Agreement
Section
2. Section
1-A.Waiver
and Settlement. Company
shall contact the following vendors and discuss a payment schedule for
appropriate and valid services that have been rendered to the Company through
Contractor:
1)
Thrasher Engineering
2)
Peter
Battles / Consulting Geologist
Section
3. Release.
(a)
Contractor hereby waives, releases and discharges the Company, its subsidiaries
and their respective officers, directors, stockholders, employees, agents,
attorneys, subsidiaries, servants, successors, insurers, affiliates and their
successors and assigns, from any and all manner of action, claims, liens,
demands, liabilities, causes of action, charges, complaints, suits (judicial,
administrative or otherwise), damages, debts, obligations of any nature, past
or
present, known or unknown, whether in law or in equity, whether founded upon
contract (expressed or implied), tort (including, but not limited to,
defamation), statute or regulation (State, Federal or local), common law and/or
any other theory or basis, from the beginning of the world to the date hereof,
including, but not limited to, any claim that the Contractor has asserted,
now
asserts or could have asserted, but not including any claim for the enforcement
of this Agreement.
1
(b)
It is
understood and agreed by the Parties that the facts and respective assumptions
of law in contemplation of which this Agreement is made may hereafter prove
to
be other than or different from those facts and assumptions now known, made
or
believed by them to be true. The Parties expressly accept and assume the risk
of
the facts and assumptions being different, and agree that all terms of this
agreement shall be in all respects effective and not subject to termination
or
reclusion by any such difference in facts or assumptions of law.
Section
4. Successors.
This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective administrators, representatives, executors, successors and
assigns, by reason of merger, consolidation, and/or purchase or acquisition
of
substantially all of the Company’s assets or otherwise.
