WAIVER AND RELEASE
This Waiver and Release (this "Release") is made and
entered into as of April 24, 2006 by Xxxx X. Xxxx in favor of Knight
Energy Corp., a Delaware corporation (the "Company").
RECITALS
WHEREAS, pursuant to that Stock Purchase Agreement (the
"Agreement") dated March 16, 2006 by and among the Company, Xxxxxxx X.
Xxxx and Xxxx X. Xxxx, the Company purchased 75% of the issued and
outstanding stock of Xxxxxxx Xxxx Drilling, Inc., including 100% of
the stock owned by Xxxx X. Xxxx (the "Stock Purchase");
WHEREAS, as part of the Stock Purchase, at the Closing (as
defined in the Agreement) the Company delivered $300,000 in cash to
Xxxx X. Xxxx and a promissory note in the face amount of $700,000 (the
"Myer Note") which pursuant to the Agreement was to be paid in the
following manner: $234,000 on the 30th day following the Closing Date
(as defined in the Agreement), $233,000 on the 60th following the
Closing Date and $233,000 on the 90th day following the Closing Date of
which the Company has made the initial payment of $234,000 pursuant to
the terms of the Myer Note;
WHEREAS, the second payment of $233,000 has been reduced to
$215,000 (the "Reduced Second Payment") by agreement of the parties as
a result of the retention of certain personal property by Xxxx X. Xxxx
following the Closing with a value equal to $18,000; and
WHEREAS, Xxxx X. Xxxx now desires and has requested that
the Company accelerate the Reduced Second Payment of $215,000 from the
60th day following the Closing Date to the date set forth above (the
"Accelerated Payment") and in exchange for making the Accelerated
Payment, Xxxx X. Xxxx desires and agrees to waive and release the
Company from any further obligation under the Myer Note including the
payment of the 3rd payment of $233,000 and hereby desires and agrees to
cancel the Myer Note in full upon receipt of the Accelerated Payment.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and
agreement contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agrees as follows:
1. Release. Xxxx X. Xxxx hereby waives, releases and
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forever discharges the Company from any and all claims, demands,
causes of action, obligations, debts and liabilities whatsoever,
whether known or unknown, suspected or unsuspected, both at law and in
equity, which Xxxx X. Xxxx or any of his affiliates now have or have
ever had against the Company arising out of the Company's actions or
obligations related to the Myer Note. Upon execution of this Release
and receipt of the Accelerated Payment by Xxxx X. Xxxx, the Xxxx Note
shall hereby be considered paid in full and cancelled.
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(a) Delivery of Cancelled Note. Upon the execution
of this Release and receipt of the Accelerated Payment, Xxxx X.
Xxxx hereby agrees to deliver the original Myer Note marked "Paid
In Full" and "Cancelled" to the Company.
2. Covenant to Refrain from Instituting Actions. Xxxx X.
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Myer hereby irrevocably covenants to refrain from, and to cause his
affiliates to refrain from, directly or indirectly, asserting any
claim or demand, or commencing, instituting or causing to be
commenced, any proceeding of any kind against the Company, based upon
any matter purported to be released hereby.
3. No Admission. Nothing herein shall be construed as an
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admission of liability by the Company.
4. Advice of Counsel. The parties hereto represent and
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warrant that they have either discussed the terms and conditions
contained in this Release with counsel, and that, counsel has fully
explained the meaning of the terms and conditions of this Release or
that they have had the opportunity to seek counsel to represent
themselves.
5. Severability. If any provision of this Release is held
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invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Release will remain in full force and effect.
Any provision of this Release held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.
6. Amendments. This Release may not be changed except in
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writing, signed by the person(s) against whose interest such change
shall operate.
7. Governing Law. This Release will be construed,
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performed and enforced in accordance with, and governed by, the laws
of the State of Texas without regard to any conflict of law principles
that would mandate the application of the laws of another
jurisdiction.
8. Counterparts. This Release may be executed in one or
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more counterparts, each of which will be deemed to be an original copy
of this Release and all of which, when taken together, will be deemed
to constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the undersigned have executed
and delivered this Release as of the date first written above.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
KNIGHT ENERGY CORP.
By:/s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Chief Financial Officer
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[Signature Page - Waiver and Release]
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