Exhibit 10.3
SETTLEMENT AGREEMENT AND
RELEASE
THIS
SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”), is made as of the
15 day of October, 2008 (the “Effective Date”) by
HYBRID DYNAMICS CORPORATION, a Nevada corporation
(“Hybrid” or the “Company”), RED IRON
GROUP, LLC , a Utah limited liability company
(“RIG”), PUKKA USA, INC. , a Utah corporation
(“Pukka”), and PAUL RESSLER, LEONARD DUCHARME
and DARREN JENSEN (collectively, the “Terminating
Shareholders”).
WHEREAS , the Terminating Shareholders are former
officers and directors of Hybrid, and are now desirous of
terminating their ownership interest in the Company and releasing
the Company from any and all claims they may have against the
Company, RIG and Pukka, and
WHEREAS , Hybrid, RIG and Pukka are desirous of
releasing any and all claims they may have against the Terminating
Shareholders.
NOW,
THEREFORE, WITNESSETH that in consideration of the representations,
warranties, covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Hybrid, and the Terminating
Shareholders hereby agrees as follows:
1. Mutual
Global Release . The Terminating Shareholders,
individually and collectively, and for any affiliate corporation,
partnership, limited liability company, proprietorship, trust, or
other form of business entity related directly or indirectly to any
of the foregoing, and for each of their respective heirs,
administrators, executors, beneficiaries, legatees, devisees,
trusts, trustees, insurers, attorneys, experts, consultants,
partners, joint venturers, members, officers, directors,
shareholders, employees, contractors, alter egos, agents,
representatives, predecessors, successors and assigns, on the one
hand, and Hybrid, RIG and Pukka, and any parent, subsidiary or
affiliate corporation, partnership, limited liability company,
proprietorship, trust, or other form of business entity related
directly or indirectly to any of the foregoing, and each of their
respective heirs, administrators, executors, beneficiaries,
legatees, devisees, trusts, trustees, insurers, attorneys, experts,
consultants, partners, joint venturers, members, officers,
directors, shareholders, employees, contractors, alter egos,
agents, representatives, predecessors, successors and assigns, on
the other hand, do each hereby release, acquit, and forever
discharge the other from any and all claims, actions, causes of
action, judgments, awards, costs, expenses, attorneys’ fees,
debts, obligations, promises, representations, warranties, demands,
acts, omissions, rights and liabilities, of any kind and nature
whatsoever, including but not limited to those at law, in equity,
in tort, in contract, whether or not asserted to date, and whether
known or unknown, suspected or unsuspected, which have arisen, are
arising or may in the future arise, directly or indirectly, from or
in connection with any matter or transaction of any kind or nature
undertaken from the beginning of time until the date hereof,
including, but not limited to any and all rights or claims to stock
ownership, equity ownership, ownership of debt instruments or any
other rights of ownership, including options or warrants, which the
Terminating Shareholders may have in Hybrid or any of its
affiliates, or which Hybrid may have in any of the
Terminating
Shareholders or
their affiliates (the matter
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