CANCELLATION AND RELEASE
AGREEMENT
This Cancellation and Release (this “
Agreement ”) is entered into as of January 26, 2009,
between NTR Partners LLC, a Delaware limited liability company
(“ Releasor ”) and NTR Acquisition Co., a
Delaware corporation (“ Releasee ”).
WHEREAS, Releasee has issued a promissory note,
dated November 2, 2007, in the aggregate amount of up to $3,000,000
(the “ Note ”) for the benefit of Occidental
Petroleum Investment Co. (“ Occidental
”);
WHEREAS, Occidental has assigned the Note to the
Releasor;
WHEREAS, as a result of the assignment of the
Note to Releasor, Releasor is the “Lender” under the
Note;
WHEREAS, Releasor and Releasee each desire to
cancel the Note upon the terms and conditions described herein;
and
WHEREAS, Releasee is relying on the cancellation
of the Note by Releasor to prepare and implement its plan of
distribution pursuant to Section 281(b) of the General Corporation
Law of the State of Delaware, which plan of distribution is not
making any provision for payment of any amounts due under the
Note;
NOW, THEREFORE, for good and valuable
consideration the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. ACKNOWLEDGEMENT OF
ASSIGNMENT. Releasee hereby acknowledges that (i)
Occidental has assigned the Note to Releasor in accordance with the
terms thereof and (ii) as a result of such assignment, Releasor is
the holder of the Note and the “Lender”
thereunder.
2. CANCELLATION OF NOTE AND
RELEASE. Subject to the terms and conditions set forth
herein, Releasor agrees to deliver to Releasee the Note marked
across its face “CANCELLED” on the date
hereof. Upon such delivery, Releasor shall forever
release and discha
