LOAN PAYOFF ACKNOWLEDGEMENT AND GENERAL RELEASE AGREEMENT

 

1.

All of the outstanding debts, liabilities, and obligations owing by Eos to the Lender under the Loan Documents shall be satisfied in full on the Payoff Date;

 

2.

The Loan Documents shall automatically terminate effective as of the Payoff Date and all obligations of Eos shall terminate (other than any obligation under any provision in any such documents which by its terms survives the termination of such document) and any commitments of Lender thereunder shall automatically terminate;

 

3.

All liens, security interests, mortgages, and other encumbrances of any kind, nature, or description, whenever and however arising in favor of the Lender under the Loan Documents on any of the assets and property, real or personal, tangible or intangible, of Eos (collectively, the “Security Interests”) shall automatically terminate; and

 

4.

Eos is authorized to file customary UCC-3 termination statements with respect to the Security Interests and Lender agrees to execute and deliver any additional documents and instruments and perform any additional acts as are reasonably necessary to effectuate the termination and release of the Security Interests in all assets and property, real and personal, tangible and intangible, of Eos.

 

5.

For the avoidance of doubt, nothing contained herein is intended to impact the validity of the 175,000 warrants at an exercise price of $2.50 per share and 75,000 warrants at an exercise price of $4.00 per share issued to Lender by Eos on July 1, 2014, as consideration for Lender’s agreement to drop the interest rate on the Loan to be 0%, retroactively to the initial date the Loan was made (the “Warrants”). Such Warrants remain in full force and effect.

 

6.

In consideration of the terms of this Agreement, and other valuable consideration, except for the obligations of the Parties under this Agreement, including but not limited to the obligations set forth in Sections 1 through 5 above and Exhibit A attached hereto, Eos, on the one hand, and Lender, on the other hand, on behalf of themselves and their current and former affiliates, agents, partners, associates, members, consultants, employees, officers, directors, representatives, attorneys, related or affiliated companies, predecessors, successors and all other persons or entities acting by, through, or in concert with them, hereby knowingly, voluntarily and expressly release, remit and forever discharge each other, and their respective current and former affiliates, agents, partners, associates, members, consultants, employees, officers, directors, representatives, insurers, attorneys, related or affiliated companies, predecessors and successors and, all other persons or entities acting by, through, or in concert with them, of and from any and all claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, obligations, controversies, debts, costs, charges, losses, expenses, damages, judgments, attorneys’ fees or expenses, orders and liabilities of whatever kind or nature, at law or in equity, in tort or in contract, by statute, pursuant to case law or otherwise, whether now known or unknown, vested or contingent, suspected or unsuspected, and which have existed or may have existed, which do exist or may in the future exist arising out of or relating to facts, events, occurrences, or omissions up to and including the Payoff Date in accordance with Exhibit A, including, but not limited to, claims brought or which could have been brought by either Party relating to the disputes between them.

 

7.

The Parties agree and acknowledge that any and all events of default which may have occurred under the Loan Documents on or prior to the Payoff Date are hereby waived, and the Parties further acknowledge that the Loan Documents will be terminated, cancelled, and of no force and effect, other than this Agreement and Warrants, as of the Payoff Date.  Additionally, Lender further agrees that by accepting the payment amount delivered to Lender on the Payoff Date, Lender will release all claims and assertions of claims of whatever kind of nature whatsoever arising out of or related to the Loan

 

Documents, other than this Agreement and the Warrants, occurring on or prior to the Payoff Date.

 

8.

Eos and Lender understand that this Agreement includes their release of unknown claims.  The parties acknowledge that they have been advised by legal counsel and are familiar with California Civil Code § 1542, which provides as follows:

 

By: /s/ Vicki P. Rollins

 

 

All wires for full payment of the Loan on the Payoff Date should be sent to:

 

(Physical Address of Bank):

______________________________

______________________________

______________________________

For credit to the account of:  

______________________________

ABA Routing Number:

______________________________

Account No.:

______________________________

For international wires add:

______________________________

 

 

 

 

By:    /s/ Nikolas Konstant

Title: Chairman of the Board and CFO of Eos Petro, Inc.