Termination Agreement for Agreement and Plan of Merger among Zone Mining Limited, ZM Acquisition Corp., Driveitaway, Inc., and Stonewell Partners LLP
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Summary
Zone Mining Limited, ZM Acquisition Corp., Driveitaway, Inc., and Stonewell Partners LLP have mutually agreed to terminate their previously signed Agreement and Plan of Merger. This termination is effective upon signing this letter, and releases all parties from further obligations under the original merger agreement, except for any provisions that survive termination as specified in the original contract. The decision was made by the boards of all involved companies, and the termination is formalized by the signatures of authorized representatives.
EX-10.1 3 ex_10-1.htm LETTER OF AGREEMENT, 10/20/2006 Letter of Agreement, 10/20/2006
Exhibit 10.1
ZONE MINING LIMITED
111 Presidential Blvd.
Suite 165
Bala Cynwyd, PA 19004
October 11, 2006
Driveitaway, Inc.
213 West Institute Place
Chicago, IL 60610
Attn: David M. Sola, Chief Executive Officer
Re: Termination of Agreement and Plan of Merger
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2006, by and among Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Driveitaway, Inc., a Delaware corporation (the “Company”), and Stonewell Partners LLP, the principal shareholder of the Company (the “Principal Shareholder”).
We understand that the boards of directors of each of Parent, Merger Sub and the Company have determined that it is in the best interests of their respective stockholders to terminate the Merger Agreement at this time. Accordingly, pursuant to Section 8.1(a) of the Merger Agreement, the Merger Agreement is hereby terminated by each of Parent, Merger Sub, the Company and the Principal Shareholder. Upon execution of this termination letter by the parties hereto, the Merger Agreement shall be of no further force and effect and, except as set forth in Section 8.2 of the Merger Agreement, the parties shall have no further obligations under the Merger Agreement.
Please indicate your acceptance of the foregoing by signing this termination letter and returning a copy of this letter to my attention which thereupon will constitute our agreement with respect to its subject matter.
Very truly yours, | ||
| | |
By: | /s/ Stephen P. Harrington | |
Stephen P. Harrington, President Zone Mining Limited ZM Acquisition Corp. |
[Signature page follows]
Driveitaway, Inc.
October 11, 2006
Page 2
Accepted and agreed this 20th day of October, 2006
DRIVEITAWAY, INC. | ||
| | |
By: | /s/ David M. Sola | |
Name: David M. Sola Title: Chief Executive Officer |
STONEWELL PARTNERS LLP | ||
| | |
By: | /s/ David M. Sola | |
Name: David M. Sola Title: Managing Partner |