CONFIDENTIAL
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is effective as of the 21st day
of October, 1994 ("Effective Date") by and between Xxxx X. Xxxxxx ("Xxxxxx") and
SpectraScience, Inc., a Minnesota corporation (the "Company").
WHEREAS, pursuant to a letter agreement dated July 21, 1994, Xxxxxx
agreed to perform certain financial consultant and capital placement services
("Services") for the Company;
WHEREAS, Xxxxxx has provided Services to the Company;
WHEREAS, the Company has determined that it no longer requires the
exclusive services of Xxxxxx, and the parties hereto desire to amicably settle
all matters concerning the performance of services to the Company;
NOW, THEREFORE, in consideration of the foregoing premises, the terms
and conditions herein, and other good and valuable consideration, the parties
agree as follows:
1. The Company will compensate Xxxxxx for Services, upon the execution
of the Agreement, by granting an opinion to Xxxxxx for the right to purchase
50,000 shares of common stock of SpectraScience, Inc. at an exercise price of
$2.50 per share. The option shall vest on the closing date of the planned
permanent financing that infuses new capital into the Company.
2. Xxxxxx does hereby release, acquit and forever discharge the
Company, its officers, directors, employers, agents, successors and assign from
any and all actions, causes of action, claims, damages, costs and expenses which
Xxxxxx may now or hereafter have on account of the letter agreement between
Xxxxxx and the Company and the performance of Services for the Company by
Xxxxxx.
3. Xxxxxx agrees to cooperate with the Company in the defense of any
claims or actions, and the resolution of any other matters, arising from his
performance of Services for the Company. Moreover, he agrees that any calls or
correspondence from other parties related to the Company shall be communicated
or forwarded to Xxxxx X. XxXxxxx, President and CEO of the Company.
4. Xxxxxx agrees to hold this Agreement and the terms and conditions
hereof in strictest confidence. Xxxxxx may disclose this Agreement to his
financial advisors, attorneys and other representatives solely for the purposes
of obtaining advice about the agreements with the Company hereunder, the rights
granted to Xxxxxx hereunder, or exercising such rights, or enforcing the terms
of this Agreement, or as required by law, but all such disclosures shall be made
under the terms which protect the confidential nature of this Agreement. Xxxxxx
agrees that if he is required by law to disclose this Agreement or any terms and
conditions hereof, such party will notify the Company, in writing, prior to
making such disclosure.
5. This Agreement constitutes the entire agreement between the parties
regarding the subject matter hereof and no agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
parties. Failure by either party to enforce any provision of this Agreement
shall not constitute a waiver of such party's rights to subsequently enforce
such provision or any other provision of this Agreement, unless such rights are
waived in writing. No waiver by either party hereto at any time of any breach by
the other party to this Agreement or of any condition or provision of this
Agreement, shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or similar time. In the event of any
conflict between this Agreement and any other agreement entered into by and
between the Company and the other parties hereto, this Agreement shall control.
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Minnesota.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate originals by their duly authorized representatives, as of
the date first stated above.
SpectraScience, Inc.
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. XxXxxxx
President and CEO
AGREED THIS 31ST DAY
OF OCTOBER, 1994.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
