EXHIBIT 10.1
Release Agreement
RELEASE AGREEMENT
This Release Agreement ("Release") is entered into by and between Xxxxx
Xxxxxx in his capacity as Chapter 7 Trustee for the bankruptcy estate of Atomic
Paintball, Inc. ("Trustee"); X.X. Xxxxx, LLC, Xxxxx XxXxxxxx, Xxxxxxx X. Xxxx,
Xxxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx X. Xxxxxxx (the "Xxxxx Parties"); and Xxxxx
Xxxxxx, Atomic Paintball, Inc. ("Atomic"), International Paintball Association,
Inc. ("IPA") and INTREOrg Systems, Inc. ("Intreorg").
WHEREAS, the Bankruptcy Court for the Northern District of Texas has
approved the settlement agreement contained in the Unopposed Amended Motion
Pursuant toss.ss.105, 501, and 502 and Fed. R. Bankr. P. 9019 for an Order
Approving Xxxxxx-Xxxxxx Settlement (the "Settlement"), attached hereto as
Exhibit A,
WHEREAS, Xx. Xxxxx Xxxxxx, trustee of the bankruptcy estate of the
Corporation, has authorized Xx. Xxxx Xxxxxxx and Xx. Xxxxx Xxxxxxxx to implement
the terms of the Settlement on behalf of Atomic,
NOW, THEREFORE, as required by the terms in paragraphs 13(e)-(i) of the
Settlement, and for good and valuable consideration as provided for in the
Settlement, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Release agree as follows:
1. The Xxxxx Parties do hereby release and forever discharge, individually
and collectively, Xx. Xxxxxx of and from all claims(1) of whatsoever nature
without exception pertaining to themselves, IPA, Intreorg, or any other company
or entity in which the Xxxxx Parties have or have had a shareholder or ownership
interest, or any shareholders of IPA, Intreorg, or any other company or entity
in which the Xxxxx Parties have or have had a shareholder or ownership interest,
whether present or future, whether known or unknown, whether suspected or
unsuspected, whether liquidated or unliquidated, whether xxxxxx or inchoate,
whether matured or unmatured, whether direct, indirect, or derivative, whether
fixed or contingent, whether secured or unsecured, and whether or not the same
are based upon breach of contract or of any lease, tort, piercing or alter ego
theories, breach of any duty, breach of trust or participation in any such
breach of trust, violation of any law or regulation, or otherwise in law,
admiralty, equity, or bankruptcy which the Xxxxx Parties or any of the Xxxxx
Parties' successors or assigns, or any shareholder claiming in a derivative
capacity from, through or under X.X. Xxxxx, LLC, IPA, Intreorg, or any other
company or entity in which the Xxxxx Parties have or have had a shareholder or
ownership interest, or any of the foregoing, ever jointly or individually had,
now has or have, or hereafter can, shall or may have against Xx. Xxxxxx for,
upon, or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the date of this Release, and including but not limited to any
and all claims heretofore acquired by Atomic against Xx. Xxxxxx. The Xxxxx
Parties understand and acknowledge that this Release releases claims of which
the Xxxxx Parties may or may not be aware, based on facts that may or may not be
currently known.
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(1) "Claim" or "Claims" as used herein includes but is not limited to
proceedings, obligations, losses, actions, causes of action, suits,
cross-claims, counterclaims, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, leases, controversies, liens,
subordinations, agreements, promises, variances, trespasses, extents,
executions, damages, judgments, offsets, demands, allegations, costs and
liabilities.
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2. Atomic does hereby release and forever discharge, individually and
collectively, Xx. Xxxxxx of and from all claims of whatsoever nature without
exception, including but not limited to the claims asserted or that could have
been asserted, in the lawsuit styled XX Xxxxx, LLC et al. x. Xxxxxx et al.,
Cause No. CC-09-04654-D ("State Court Litigation"), or which arise or in any way
relate to the facts or circumstances described in said lawsuit, Xx. Xxxxxx'x
work as an Atomic officer and director, whether present or future, whether known
or unknown, whether suspected or unsuspected, whether liquidated or
unliquidated, whether xxxxxx or inchoate, whether matured or unmatured, whether
direct, indirect, or derivative, whether fixed or contingent, whether secured or
unsecured, and whether or not the same are based upon breach of contract or of
any lease, tort, piercing or alter ego theories, breach of any duty, breach of
trust or participation in any such breach of trust, violation of any law or
regulation, or otherwise in law, admiralty, equity, or bankruptcy which Atomic
or any of Atomic successors or assigns, or any Atomic shareholder claiming in a
derivative capacity from, through or under Atomic, or any of the foregoing, ever
jointly or individually had, now has or have, or hereafter can, shall or may
have against Xx. Xxxxxx for, upon, or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the date of this Release, and
including but not limited to any and all claims heretofore acquired by Atomic
against Xx. Xxxxxx. Atomic understands and acknowledges that this Release
releases claims of which it may or may not be aware, based on facts that may or
may not be currently known.
3. IPA and Intreorg do hereby release and forever discharge, individually
and collectively, Xx. Xxxxxx of and from all claims of whatsoever nature without
exception, whether present or future, whether known or unknown, whether
suspected or unsuspected, whether liquidated or unliquidated, whether xxxxxx or
inchoate, whether matured or unmatured, whether direct, indirect, or derivative,
whether fixed or contingent, whether secured or unsecured, and whether or not
the same are based upon breach of contract or of any lease, tort, piercing or
alter ego theories, breach of any duty, breach of trust or participation in any
such breach of trust, violation of any law or regulation, or otherwise in law,
admiralty, equity, or bankruptcy which IPA or Intreorg or any of IPA or
Intreorg's successors or assigns, or any IPA or Intreorg shareholder claiming in
a derivative capacity from, through or under IPA or Intreorg, or any of the
foregoing, ever jointly or individually had, now has or have, or hereafter can,
shall or may have against Xx. Xxxxxx for, upon, or by reason of any matter,
cause or thing whatsoever, from the beginning of the world to the date of this
Release, and including but not limited to any and all claims heretofore acquired
by IPA or Intreorg against Xx. Xxxxxx. IPA and Intreorg understands and
acknowledges that this Release releases claims of which they may or may not be
aware, based on facts that may or may not be currently known.
4. Xx. Xxxxxx does hereby cancel, release and forever discharge any and all
debts he alleges Atomic owes to him, for any purpose, accruing through the date
of this Release, including debts claimed by Xx. Xxxxxx in Schedule F, filed in
In re Atomic Paintball, Inc., Case No. 09-34008-SGJ7 (Doc. 3).
5. Xx. Xxxxxx does hereby release and forever discharge, individually and
collectively, the Xxxxx Parties of and from all claims of whatsoever nature
without exception, including but not limited to the claims asserted or that
could have been asserted, in the State Court Litigation, or which arise or in
any way relate to the facts or circumstances described in said lawsuit, whether
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present or future, whether known or unknown, whether suspected or unsuspected,
whether liquidated or unliquidated, whether xxxxxx or inchoate, whether matured
or unmatured, whether direct, indirect, or derivative, whether fixed or
contingent, whether secured or unsecured, and whether or not the same are based
upon breach of contract or of any lease, tort, piercing or alter ego theories,
breach of any duty, breach of trust or participation in any such breach of
trust, violation of any law or regulation, or otherwise in law, admiralty,
equity, or bankruptcy which Xx. Xxxxxx or any of Xx. Xxxxxx'x successors or
assigns, or any of the foregoing, ever jointly or individually had, now has or
have, or hereafter can, shall or may have against the Xxxxx Parties for, upon,
or by reason of any matter, cause or thing whatsoever, from the beginning of the
world to the date of this Release, and including but not limited to any and all
claims heretofore acquired by Xx. Xxxxxx against Xx. Xxxxx Parties. Xx. Xxxxxx
understands and acknowledges that this Release releases claims of which he may
or may not be aware, based on facts that may or may not be currently known.
Each signatory hereto represents and warrants that they have entered into
and executed this Release of their own choice and free will and in accordance
with their own judgment after advice of counsel. Each signatory hereto further
represents and warrants that he or she has the authority to bind the parties for
whom the signatory acts.
This Release and the Settlement attached as Exhibit A constitute the entire
agreement of the parties and supersede all prior discussions and agreements
among the parties to this Release with respect to the subject matter hereof and
contain the sole and entire agreement with respect to the subject matter hereof.
This Release may be amended or waived if, and only if, such amendment or waiver
is in writing and signed by all parties to the Release.
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AGREED:
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Xxxxx X. Xxxxxx
Chapter 7 Trustee for Atomic Paintball, Inc.
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Xxxxx X. Xxxxxx
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X.X. Xxxxx, LLC
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Xxxxx XxXxxxxx
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Xxxxxxx X. Xxxx
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Xxxx Xxxxxxxxx
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Xxxxx Xxxxx
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Xxxx X. Xxxxxxx
Atomic Paintball, Inc.
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Xxxx Xxxxxxx, Director
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Xxxxx Xxxxxxxx, Director
International Paintball Association, Inc.
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INTREOrg Systems, Inc.
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