Exhibit 10.109
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RELEASE
This Release is made this 19th day of August, 2002, by ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and Dispute Resolution
Management, Inc. ("DRM") for itself and on behalf of its officers, directors,
agents, attorneys and employees (collectively the "Releasors")
1. Recitals.
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(A) On or about August 30, 2000, Commodore Applied Technologies, Inc.,
its officers, directors, agents, attorneys and employees (collectively
"Commodore" or "the Released Party") entered into an Amended and Restated Stock
Purchase Agreement (the "Agreement") with ▇▇▇▇▇▇▇, Speciale and DRM.
(B) Commodore breached its obligation under Paragraph 7.2(b) of the
Agreement, thereby giving ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ the right to foreclose on the DRM
stock and the Commodore stock (the "Collateral") pursuant to Paragraph 6 of the
Pledge and Security Agreement attached as Exhibit D to the Agreement.
(C) On May 12, 2002, ▇▇▇▇▇▇▇ and Speciale gave notice to Commodore of
their intent to foreclose on the Collateral.
(D) On July 3, 2002, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ sent a notice to Commodore of
their intent to conduct a foreclosure sale on the Collateral on July 17, 2002.
(E) On July 12, 2002, Commodore filed a Complaint and a Motion for
Temporary Restraining Order requesting that the United States District Court for
the Southern District of New York in Case No. 02 CV 5341 (the "Litigation")
temporarily restrain and preliminarily enjoin ▇▇▇▇▇▇▇ and Speciale from
conducting the foreclosure sale of the Collateral.
(F) At a hearing on July 16, 2002, Judge ▇▇▇▇▇ ▇▇▇▇ of the United State
District Court for the Southern District of New York denied Commodore's Motion
for a Temporary Restraining Order.
(G). On July 17, 2002, ▇▇▇▇▇▇▇ and Speciale conducted a foreclosure
sale of the Collateral. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ were the successful bidders for the
Collateral.
(H) Releasors have reached an agreement with the Released Party to
settle the Litigation, and Releasors delivers this Release to the Released Party
in connection with the settlement described in this recital.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECIEPT OF WHICH
IS HEREBY ACKNOWLEDGED BY RELEASORS:
(1) Releasors forever release and discharge the Released Party from any
and all claims, demands, causes of action, obligations, controversies, debts,
damages, losses and liabilities of any kind or nature whatsoever, whether known
or unknown, suspected or unsuspected, and whether or not concealed or hidden
which Releasors now own or hold or have at anytime owned or held against the
Released Party based on, arising from, or in any way related to the conduct or
inaction of the Released Party from the beginning of time to the date of this
Release.
This Release includes, but is not limited to, all conduct or inaction
of the Released Party related to the negotiation of the Agreement, the execution
of the Agreement, the conduct of the officers and directors of Commodore, and
the performance of the Released Party under the Agreement, and extends to any
and all claims or counterclaims that have been or could have been asserted by
Releasors in the Litigation.
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(2) Releasors understand, acknowledge and agree that if any fact with
respect to any of the matters described in Paragraph (1) of this Release is
found hereafter to be other than, or different from, a fact now believed to be
true, Releasors expressly assume the risk of any difference in fact and agrees
that this Release shall be, and will remain, effective notwithstanding any such
difference in fact.
(3) Releasors understand, acknowledge and agree that this Release may
be pleaded as a full and complete defense to, and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of this Release.
(4) Releasors understand, acknowledge and agree that this Release shall
inure to the benefit of the successors, administrators, executors,
representatives, heirs, and assigns of the Released Party, and shall be binding
upon the Releasors and their successors.
(5) Releasors understand, acknowledge and agree that this Release
constitutes the entire Release and that it may not be altered, amended, modified
or otherwise changed in any respect whatsoever except by writing duly executed.
(6) Releasors represent and warrant that they enter into this Release
upon the legal advise of an attorney, who is their attorney of choice, and that
said attorney has explained the terms of this Release, and that Releasors fully
understand and voluntarily accept its terms.
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(8) This Release shall be construed under, and interpreted in
accordance with, the laws of the State of Utah.
Dated: April 19, 2002 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Dated: April 19, 2002 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Dated: April 19, 2002 Dispute Resolution Management, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: President & COO
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