Exhibit 10.34
SETTLEMENT AGREEMENT
--------------------
THIS SETTLEMENT AGREEMENT ("Agreement") is made and dated as of the 9th day
of August, 2007, between Aurora Gold Corp., a Delaware corporation having an
address at ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Aurora"),
and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇
▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇
("▇▇▇▇▇▇▇")
WHEREAS, Aurora and ▇▇▇▇▇▇▇ are parties to a consulting agreement dated <>.
WHEREAS, Aurora and ▇▇▇▇▇▇▇ have elected to terminate the Consulting
Agreement;
WHEREAS, ▇▇▇▇▇▇▇ has claimed that he is due and owed $50,000 for services
rendered pursuant to the Consulting Agreement;
WHEREAS, the parties are desirous of compromising and settling their
disputes and to avoid further expense and terminate all controversy and disputes
having arising between the parties from their business dealings and transactions
in connection with the Consulting Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, promises and
covenants herein, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I.
SETTLEMENT AND RELEASES
1. 1. TERMINATION OF THE CONSULTING AGREEMENT. Subject to the
satisfaction of the payment and delivery requirements set forth in Section 1.2
hereof, each of Aurora and ▇▇▇▇▇▇▇ acknowledges that the Consulting Agreement is
terminated and no further force and effort.
1.2 SETTLEMENT PAYMENT. Aurora hereby agrees to deliver to ▇▇▇▇▇▇▇ on
or before <>, 250,000 shares (the "REGISTRABLE SECURITIES")of its common stock
(the "SETTLEMENT PAYMENT") in full satisfaction of its obligations under the
Consulting Agreement, including but not limited to the $50,000 claimed to be due
and owed to ▇▇▇▇▇▇▇ thereunder;
1.3 MUTUAL RELEASES. (a) Except with regard to the obligations of
Aurora hereunder and as to any claims arising as a result of a breach of
Aurora's obligations hereunder, ▇▇▇▇▇▇▇ individually and on behalf of its
successors and assigns, does hereby fully release, remise and forever discharge
Aurora and its respective officers, directors, shareholders, employees,
subsidiaries, attorneys, representatives and agents from any and all debts,
obligations, liabilities, accountings, promises, covenants, agreements,
contracts, controversies, suits, actions, causes of actions, judgments, damages,
claims, demands, in law or in equity, which ▇▇▇▇▇▇▇ ever had, now has, or
hereafter can, shall or may have against them for, upon or
1
by reason of any matter, cause or thing whatsoever, from the beginning of the
world to the date hereof.
(b) Except with regard to the obligations of ▇▇▇▇▇▇▇ hereunder, and as
to any claims arising as a result of a breach of ▇▇▇▇▇▇▇'▇ obligations
hereunder, Aurora does hereby fully release, remise and forever discharge
▇▇▇▇▇▇▇ and its officers, directors, shareholders, principals, employees,
subsidiaries, attorneys, representatives and agents from any and all debts,
obligations, liabilities, accountings, promises, covenants, agreements,
contracts, controversies, suits, actions, causes of actions, judgments, damages,
claims, demands, in law or in equity, which Aurora ever had, now have, or
hereafter can, shall or may have against them for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date
hereof.
(c) The releases set forth in this Agreement are intended by the
parties to release all claims, whether known, unknown, foreseen, unforeseen,
patent or latent, which one party may have against the other as of the date of
this Agreement. Each party understands and acknowledges the significance and
consequence of such specific intention to release all claims.
(d) Anything herein to the contrary notwithstanding, should Aurora fail
to make the Settlement Payment, the release of Aurora given by ▇▇▇▇▇▇▇ shall be
null and void and of no force and effect.
ARTICLE II
GENERAL TERMS
2.1 FULL INFORMATION. This Agreement is executed by each party after
having after obtaining the advice, or being given the opportunity to obtain the
advice, of counsel.
2.2 ENTIRE AGREEMENT. This Agreement constitutes and expresses the
entire agreement between the parties hereto with respect to any of the matters
and things herein provided for and all prior agreements, understandings,
obligations or statements by and between the parties concerning the subject
matter hereby will be merged with and into and be superseded by this Agreement
and shall be of no further force and effect. No modification, amendment or
waiver of any provision of this Agreement, or any consent to any departure by
any party from the terms hereof, shall be effective unless the same be in
writing and signed by all parties hereto.
2.3 INVALIDITY. If any part of this Agreement, or the application
thereof to any person or circumstance, shall be determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is determined to be invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforced to the fullest extent permitted by
law.
2.4 AUTHORITY OF PERSON SIGNING. Each of the parties to this Agreement
has full power and authority to execute, deliver and perform this Agreement, and
this Agreement is the
2
legal, valid and binding obligation of each of the parties hereto, and is
enforceable in accordance with its terms and conditions. The person executing
this Agreement on behalf of a party hereto represents to the other party that
he/she is duly authorized to execute this Agreement.
2.5 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the permitted successors and assigns of each of the
parties hereto.
2.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.
In the event any signature is delivered by facsimile transmission, the party
using such means of delivery shall cause the manually executed execution page(s)
hereof to be physically delivered to the other party within five days of the
execution hereof, provided that the failure to so deliver any manually executed
execution page shall not affect the validity or enforceability of this
Agreement.
2.7 FURTHER COOPERATION. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
2.8 CAPTIONS, HEADINGS AND GENDER. Captions and section headings used
herein are for convenience only and are not a part of this Agreement and shall
not be used in construing it. The use of masculine third person singular pronoun
in this Agreement shall be deemed to include the feminine and neuter third
person singular pronoun. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.
2.9 PIGGY-BACK REGISTRATIONS. If at any time prior to the expiration of
(i) the Aurora shall determine to file with the Commission a Registration
Statement relating to an offering for its own account or the account of others
under the Securities Act of 1933 Act of any of its equity securities (other than
on Form S-4 or Form S-8 or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with stock option or other employee
benefit plans), and (ii) there is not then a Registration Statement in effect
with respect to the Registrable Securities, then the Aurora shall send to the
Signatory written notice of such determination and, if within fifteen (15) days
after the effective date of such notice, the Signatory shall so request in
writing, the Aurora shall include in such registration statement all or any part
of the Registrable Securities the Signatory requests to be registered, except
that if, (i) inclusion of such shares would result in the offering not being
Rule 415 Eligible, or (ii) in connection with any underwritten public offering
for the account of the Aurora, the managing underwriter(s) thereof shall impose
a limitation on the number of shares of Common Stock which may be included in
3
the Registration Statement because, in such underwriter(s)' judgment, marketing
or other factors dictate such limitation is necessary to facilitate public
distribution, then the Aurora shall be obligated to include in such Registration
Statement only such limited portion of the Registrable Securities with respect
to which the Signatory has requested inclusion hereunder (i) as would enable the
offering to be Rule 415 Eligible or (ii) as the underwriter shall permit;
2.10 NOTICE. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section 2.9 prior to 4:30 p.m. (Delaware
time) on a business day, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified in the this Agreement later than 4:30 p.m. (Delaware
time) on any date and earlier than 11:59 p.m. (Delaware time) on such date,
(iii) the business day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows or such other address as may be designated in
writing hereafter, in the same manner, by such party.
--------------------------------------------------------------------------------
IF TO AURORA GOLD CORP.: IF TO ▇▇▇▇▇▇▇:
--------------------------------------------------------------------------------
Aurora Gold Corp. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bloco ▇, ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Att: ▇▇▇▇ ▇▇▇▇▇, CEO ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇
--------------------------------------------------------------------------------
2.11 EFFECTIVENESS. This Settlement Agreement shall not be deemed effective
until executed by both parties hereto.
2.12 GOVERNING LAW. The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Aurora and its
stockholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting
the City of New York, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such
4
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY
NOW, THEREFORE, intending to be bound, as of the date written above, the
parties execute this Agreement under seal.
AURORA GOLD CORP.
By: _________________________ By: _____________________________
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇
Title: President
5
CORPORATE ACKNOWLEDGEMENT
State or Province of ___________)
County of____________________)
On this ___ day of _______________, 2007, before me, the undersigned officer,
personally appeared ▇▇▇▇ ▇▇▇▇▇ known personally to me to be the president of
Aurora Gold Corp. and acknowledged that he, as an officer being authorized so to
do, executed the foregoing general release for the purposes therein contained,
by signing the name of the corporation by himself as an officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
______________________________________________
Notary Public/Commissioner of Oaths
(SEAL)
My Commission Expires
INDIVIDUAL ACKNOWLEDGMENT
State or Province of _________________________}
County of __________________________________} SS.
On this _____________ day of _____________, 2007, before me, the undersigned
officer, personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇, to me personally known
and known to me to be the same person(s) whose name(s) is (are) signed to the
foregoing instrument, and acknowledged the execution thereof for the used and
purposed therein set forth.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
_______________________________________________
Notary Public/Commissioner of Oaths
(SEAL)
My Commission Expires
6
