SETTLEMENT AGREEMENT
Exhibit
10.3
ATSI
Communications, Inc., a Nevada corporation (“ATSI”), formerly a Delaware
corporation, and Xxxxxxx Xxxxxx Xxxxxxx, an individual residing in Mexico City,
Mexico, (“Xxxxxx”) (collectively, the “Parties”), hereby enter into this
Settlement Agreement (the “Settlement Agreement”).
RECITALS
WHEREAS,
the
Parties entered into a new Promissory Note on October 1, 2007 to restructure
the
previous Note executed by ATSI; and
WHEREAS,
the
Parties desire to set forth their agreement in writing.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual covenants and agreements set
forth
herein, and further good and valuable consideration, the Parties hereby agree
and covenant as follows:
1. PROMISSORY
NOTE.
A new
Promissory Note has been executed by ATSI as a replacement to the previous
Note
that was due on October 1, 2007. The parties have agreed to the
following:
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X.
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Xxxxxx
hereby agrees to waive $49,170 of accrued interest from the previous
Note.
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B.
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ATSI
shall pay Xxxxxx a total of $60,000 in cash spread out over three
(3)
months with the first payment to be made on November 2, 2007, the
second
30 days after the first payment and the third and final cash payment
sixty
days after the first payment. The three monthly payments shall be
paid in
equal amounts to Xxxxxxx Xxxxxx Xxxxxxx & Xxxxxx Xxxxx.
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C.
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ATSI
shall deliver to Xxxxxx a total of 130,435 shares of ATSI’s common stock
in consideration of a “paydown” of the Note for $30,000. The Shares will
be considered issued at $.23 per share, the average closing price
of
ATSI’s stock on October 1, 2007.
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2. CONFIDENTIALITY.
The
Parties agree that they will not disclose the terms of this Settlement
Agreement, unless necessary to enforce the terms of this Settlement Agreement
or
after receipt of judicial process or lawful discovery procedures. In the event
that any Party is served with notice to disclose such information by subpoena
or
otherwise, that Party agrees promptly to notify the other Parties in writing
of
such notice. The Party or Parties so notified in writing shall thereafter
undertake the cost and obligation to maintain the propriety and confidentiality
of the terms of such information.
3. ENTIRE
AGREEMENT. This
Settlement Agreement contains the entire understanding and agreement of the
Parties hereto with respect to the subject matters herein, and may not be
amended or modified in any respect other than in a writing which specifically
refers to this Settlement Agreement and which is signed by all of the Parties
hereto.
4. GOVERNING
LAW.
This
Settlement Agreement was negotiated in, and shall be governed by and construed
according to, the laws of the State of Texas. In the event that any provision
herein is deemed not enforceable, the remainder of this Settlement Agreement
will remain unaffected. Venue for any action relating to the provisions of
this
Agreement shall be in Bexar County, Texas.
5.
NO
ASSIGNMENT. By
signing this Settlement Agreement, each of the Parties represents and warrants
that it has not assigned or subrogated any of its claims or potential claims,
in
whole or in part, to any third party.
6. MODIFICATION
AND ATTORNEY’S FEES.
This
Settlement Agreement shall not be suspended, amended, or modified in any manner
except by an instrument in writing signed by all Parties to be bound. Should
it
become necessary to enforce this Settlement Agreement, or any portion of it,
or
to declare the effect of any provision of this Settlement Agreement, the
prevailing Party shall be entitled to recover costs incurred including
reasonable attorney’s fees.
SETTLEMENT
AGREEMENT
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7. INFORMED
CONSENT.
The
Parties acknowledge that they have had the opportunity to consult with their
respective attorneys regarding the meaning and effect of this Settlement
Agreement, and that none of the Parties has made any representations, written
or
oral, upon which another Party relies in executing this Settlement
Agreement.
8. COUNTERPARTS.
This
Settlement Agreement may be executed in multiple counterparts. A set of
counterpart copies which collectively contains the signature and acknowledgment
of all Parties shall constitute an original.
EXECUTED
by an authorized representative of ATSI Communications, Inc., a Nevada
corporation, on the date written below.
ATSI
COMMUNICATIONS, INC.
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By:
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/s/
Xxxxxx X. Xxxxx
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Its:
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President
& CEO
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Date:
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October
1, 2007
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EXECUTED
by Xxxxxxx Xxxxxx Roqueñi
on the
date written below.
XXXXXXX
XXXXXX XXXXXXX
SETTLEMENT
AGREEMENT
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