SETTLEMENT AGREEMENT AND
MUTUAL RELEASE
This Settlement Agreement and Mutual Release
(hereinafter "AGREEMENT") is entered on July 14, 2009, by and among
the following persons and entities:
1. GRANITE FINANCIAL GROUP, LLC
("GRANITE");
2. DAN
SCHREIBER ("SCHREIBER");
3. SURGE
GLOBAL ENERGY, INC. ("SURGE"); and
4. SCHWARTZ SEMERDJIAN HAILE BALLARD &
CAULEY LLP ("SSHB&C").
All four parties are referred to herein as the
"SETTLING PARTIES."
RECITALS
1. There are three cases
pending that pertain to the SETTLING PARTIES. Schwartz
Semerdjian Haile Ballard & Cateley LLP ("SSHBC') v. Surge
Global Energy, Inc., (SDSC Case No. 37-2008-00081736-CU-CL-CTL)
has been reduced to a judgment in favor of SSHBC and against SURGE
in the amount of $64,947.06. Granite Financial Group, LLC &
Schreiber v. Surge Global Energy, Inc. (SDSC Case No.
37-2009-00082077-CU-BC-CTL) has recently been filed and GRANITE and
SCHREIBER applied for and received a writ of attachment against the
assets of SURGE in the total sum of $247,904.69. This matter has
recently been consolidated with the cross-complaint filed by SURGE
in the matter styled Surge Global Energy, Inc. v. Granite
Financial Group & Dan Schreiber (SDSC Case No.
37-2008-00086302-CU-BC-CTL).
2. All three
actions are referred to herein as the "ONGOING
LITIGATIONS."
3. The SETTLING PARTIES
desire to resolve all aspects of the ONGOING LITIGATIONS involving
each of them and to release each other from all possible liability,
known and unknown, in connection therewith, pursuant to the full
and timely performance of the following terms and conditions in the
manner described herein.
TERMS AND
CONDITIONS
In consideration for the full and timely
peifounance by each SETTLING PARTY hereto of each of the Terms and
Conditions of this AGREEMENT in the manner prescribed herein,
including without limitation all releases, dismissals, waivers,
covenants, warranties and representations, execution and delivery
of all documentation required herein, and in full and final
settlement of the ONGOING LITIGATIONS, the SETTLING PARTIES agree
to the following:
The advice of legal counsel has been obtained by
each SETTLING PARTY hereto prior to this Agreement. Each SEIFLING
PARTY hereto executes this AGREEMENT with full knowledge of its
Terms and Conditions and their significance and with the express
intention of effecting its legal consequences.
2.
Payment by Surge to Granite & Schreiber.
SURGE agrees that GRANITE and SCHREIBER shall be
entitled to Two Hundred Twenty-Five Thousand Dollars ($225,000)
from the monies currently being held by U.S. Bank, The remainder
shall be returned to SURGE. The SETTLING PARTIES agree to execute
whatever documents are required to effectuate this
transaction.
SURGE shall transfer to GRANITE the additional
consideration of 75,000 shares of common stock in Andorra. By July
14, 2009, SURGE shall send a written request to its transfer agent
to transfer the 75,000 shares of stock. SURGE shall perform all
acts to ensure the transfer occurs by August 4, 2009.
3.
Dismissal of Ongoing Litigations.
SURGE shall, upon execution of this AGREEMENT,
dismiss each cross- complaint with prejudice as to all parties and
all causes of action stated therein in the consolidated action
bearing Case No. 37-2008-00086302-CU-BC-CTL. Upon receipt of the
payment described above, GRANITE shall dismiss its complaint with
prejudice as to all parties and all causes of action stated therein
in the consolidated action bearing Case No.
37-2008-00086302-CU-BC-CTL. Further, GRANITE shall cause its
counsel to file a Satisfaction of the Judgment taken in Case No.
37-2008-00081736-CU-CL-CTL. GRANITE and SCHREIBER further
acknowledge that SURGE does not owe any money to GRANITE and
SCHREIBER' s counsel, including but not limited to ULMER &
BERNE LLP.
In consideration for the full and timely
performance of all Terms and Conditions of this AGREEMENT in the
manner prescribed herein, including but not limited to all
releases, dismissals, waivers, covenants, warranties and
representations, each SETTLING PARTY hereto, on behalf of itself
and on behalf of each of its respective heirs, executors,
administrators, trustors, trustees, beneficiaries, predecessors,
successors, assigns, members, p
