EXHIBIT 10.1
RELEASE AND SETTLEMENT
AGREEMENT
This Release and Settlement
Agreement (the “Agreement”) effective as of the 9th day
of October, 2008 (the “Effective Date”), is made and
entered into by and between Vault Technology, Inc., a Nevada
corporation, Tekaz Mining Corp, a British Columbia corporation, and
101117559 Saskatchewan Ltd, a Saskatchewan corporation,
(collectively, the “Vault Entities”); and Caelum
Finance Ltd., a British Columbia corporation and Curt White, an
individual (collectively, the “Caelum
Parties”).
W I T N E S S E T H:
WHEREAS, the parties believe it is
in their best interests to terminate all existing relationships
between the parties and settle all outstanding debts between the
Vault Entities and the Caelum Entities; and
WHEREAS, the parties desire to set
forth the terms and conditions of the termination of relationships,
the transfer of rights and interests, the release and assumption of
liabilities, and the waiver and release of claims.
NOW THEREFORE, in consideration of
the promises and the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties do hereby agree as
follows:
1. Termination of Existing
Agreements. Vault Entities and Caelum Parties hereby
agree that except for the agreements made herein, any and all
existing agreements, contracts or understandings, debts or
liabilities, whether written or oral, by and between Vault Entities
and Caelum Parties (collectively the “Existing
Agreements”) are hereby terminated (without penalty or
damages to any party) and shall be of no further force and effect.
Vault Entities and Caelum Parties agree that no amounts shall be
payable to Caelum Parties pursuant to the Existing Agreements and
that any and all amounts due and payable by Caelum Parties to Vault
Entities shall be extinguished and completely released.
2.1. Release by Caelum
Parties. Except as provided in this Agreement, and
conditioned on the full and faithful performance of all obligations
of Vault Entities herein, Caelum Parties, on behalf of such parties
representatives, successors, assigns, affiliates, agents, employees
and attorneys, hereby knowingly and voluntarily releases, acquits
and forever discharges Vault Entities and its respective heirs,
representatives, shareholders, officers, directors, investors,
successors, assigns, affiliates, agents, employees and relatives,
from any and all actions, causes of action, claims, suits, demands,
rights, damages, costs, invoices, expenses (including but not
limited to attorneys’ fees), accounts, judgments, executions,
debts, obligations, rights of contribution and indemnification, and
any and all other liabilities of any kind or nature whatsoever,
either in law or in equity, whether matured or unmatured, and
whether known or unknown, from the beginning of time up to and
including the Effective Date.
2.2. It is understood that there is
a risk that, subsequent to the execution and delivery of this
Agreement, losses, damages or injuries might be incurred which are
unknown or unanticipated, for whatever reason, at the time of the
execution and delivery of this Agreement. It is none the
less specifically agreed that the releases specified in this
Agreement are fully and completely effective regardless of any
present lack of knowledge on the part of any party as to any
claims, charges, complaints, liabilities, obligations, debts,
suits, demands, grievances, losses, damages, injuries costs,
expenses, rights, actions or causes of action, or as to any
possible fact or circumstance relating in any manner to the matters
for which the releases specified in this Agreement are
made. Caelum Parties voluntarily, intentionally and
expressly waive the benefits and provisions of Section 1542 of the
Civil Code of the State of California, and any similar law of any
state or territory of the United States of America or other
jurisdiction. Specifically, that Section 1542 specifies
as follow:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
2.3. Release by Vault
Entities. Vault Entities, on behalf of Vault Entities
and on behalf of his heirs, representatives, successors, assigns,
affiliates, agents, employees and relatives, hereby knowingly and
voluntarily release, acquit and forever discharge Caelum Parties
and such parties’ representatives, shareholders, officers,
directors, investors successors, assigns, affiliates, agents,
employees and attorneys, from any and all actions, causes of
action, claims, suits, demands, rights, damages, costs, invoices,
expenses (including but not limited to attorneys’ fees),
accounts, judgments, executions, debts, obligations, rights of
contribution and indemnification, and any and all other liabilities
of any kind or nature whatsoever, either in law or in equity,
whether matured or unmatured, and whether known or unknown, from
the beginning of time up to and including the Effective
Date.
2.4. It is understood that there is
a risk that, subsequent to the execution and delivery of this
Agreement, losses, damages or injuries might be incurred which are
unknown or unanticipated, for whatever reason, at the time of the
execution and delivery of this Agreement. It is none the
less specifically agreed that the releases specified in this
Agreement are fully and completely effective regardless of any
present lack of knowledge on the part of any party as to
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