Exhibit 10.17
SETTLEMENT AND TERMINATION AGREEMENT
THIS SETTLEMENT AND TERMINATION AGREEMENT, made as of this 15th day of
January, 2008 by and among:
1. GLOBAL RESOURCE CORPORATION, a Nevada corporation with principal offices
located at 000 Xxxxxxxxxx Xxxxx, Xxxxx 0, Xxxx Xxxxxx, Xxx Xxxxxx 00000
(hereinafter "GLOBAL"); and
2. XXXXXXX X. XXXXX, a/k/a "Hawk Xxxxx", an adult individual residing at 0
Xxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter "XXXXX"); and
3. XXXXX X. XXXXXXX, an adult individual, competent to contract, with principal
offices located at 000 Xxxxxxxxxx Xxxxx, Xxxxxx 0 & 0, Xxxx Xxxxxx, Xxx Xxxxxx
00000 (hereinafter "XXXXXXX");
AND
5. XXXXXXX X. XXXXXX, an adult individual, competent to contract, with principal
offices located at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxx, Xxx Xxxx 00000 (hereinafter
"XXXXXX"); and
6. TOMAHAWK TRADING CORP., a New York corporation with principal offices located
at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxx, Xxx Xxxx 00000 (hereinafter "TOMAHAWK")
WITNESSETH THAT:
WHEREAS, the parties have and have had various relationships in which
frictions, disagreements and disputes have arisen and the parties desire to
settle and terminate those relationships and to establish alternative
relationships as set forth herein;
WHEREAS, the parties have negotiated the terms of such settlement and
termination and desire a document to formalize and evidence their understandings
and agreements; NOW, THEREFORE, intending to be legally bound, and in
consideration of the mutual promises and conditions contained herein, the
parties have agreed, and hereby do agree, as follows:
I
SALE OF XXXXX S-8 SHARES
XXXXX received Eighty Thousand shares of GLOBAL's Common Stock pursuant to
GLOBAL's S-8 employee compensation plan, which XXXXX gave to XXXXXX and/or
TOMAHAWK for sale. XXXXXX and/or TOMAHAWK sold such shares and have been holding
the proceeds. XXXXX hereby agrees with XXXXXX and TOMAHAWK that the value of the
shares, and the principal amount payable to him, is One Hundred Sixty Thousand
Dollars ($160,000), which sum XXXXXX and TOMAHAWK acknowledge is due and owing
to XXXXX. In addition to such principal amount, XXXXXX and TOMAHAWK hereby agree
to pay to XXXXX the sum of Eighteen Thousand Dollars ($18,000) for interest and
deferred reimbursement of the federal and state income taxes payable by XXXXX on
the issuance of the shares to him. Such $178,000 shall be paid as provided in
Article VII below.
II
XXXXXX LOAN TO XXXXXXX
XXXXXXX had borrowed the sum of $250,000 from Xxxx Xxxxxxx. Because of a falling
out between XXXXXXX and Xxxxxxx, XXXXXXX desired to have an alternative
creditor. To accomodate him, XXXXXX purchased the debt from Xxxxxxx and became
XXXXXXX'x creditor. Subsequently, to repay the debt, XXXXXXX, who had received
Two Hundred Fifty Thousand shares of GLOBAL's Common Stock pursuant to GLOBAL's
S-8 employee compensation plan, transferred such shares to XXXXXX and/or
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TOMAHAWK for sale. XXXXXX and/or TOMAHAWK sold such shares and have been holding
the proceeds. XXXXXX and TOMAHAWK acknowledge indebtedness to XXXXXXX in the
amount of $87,500, which sum is the difference between the $250,000 indebtedness
and the $337,500 fair market value of the 250,000 shares on the date of
issuance. XXXXXXX hereby transfers the proceeds, net of the $87,500 liability,
to XXXXXX and/or TOMAHAWK in lieu of all interest, loan costs and all other
liabilities in connection with the loan. Such $87,500 shall be paid as provided
in Article VII below.
III
LOAN BY GLOBAL TO XXXXXX
On or about April 5, 2006, GLOBAL loaned the sum of Seven Thousand Dollars
($7,000) to XXXXXX. Together with interest and loan costs, such indebtedness is
now agreed to be $9,000. Such $9,000 shall be paid as provided in Article VII
below.
IV
XXXXXX/TOMAHAWK ASSUMPTION OF MJACC INDEBTEDNESS
Subsequent to that certain settlement between GLOBAL and MJACC, TOMAHAWK assumed
the Six Hundred Fifty Thousand Dollars ($650,000) indebtedness of MJACC to
GLOBAL. In reliance upon that assumption, GLOBAL caused the transfer of Four
Hundred Thousand (400,000) shares of its Common Stock, previously owned by MJACC
and then being held in escrow, to be transferred to TOMAHAWK. TOMAHAWK was to
sell the shares and repay the indebtedness. The shares were sold but the
indebtedness was not repaid and XXXXXX and TOMAHAWK acknowledge and admit such
indebtedness. Such $650,000 shall be paid as provided in Article VII below.
V
GUARANTEE OF WESTOR RETAINER FEE
AND PREPAID COMMISSION
1. On January 26, 2007, XXXXXX agreed to reimburse GLOBAL for the Twenty-five
Thousand Dollars ($25,000) being paid by GLOBAL in the event that WESTOR did not
raise the funds. WESTOR did not raise the funds and the offering was terminated
and the sales which had occurred were rescinded. Such $25,000 shall be paid as
provided in Article VII below.
2. On May 1, 2007, GLOBAL paid XXXXXX and/or TOMAHAWK the sum of Two Hundred
Fifty Thousand Dollars ($250,000) as prepayment of commissions payable in
anticipation of completion of the private offering by Westor. As noted, the
offering was terminated and the sales which had occurred were rescinded. Under
the circumstances, neither XXXXXX nor TOMAHAWK are owed any commissions and the
$250,000 prepayment should be repaid and XXXXXX and TOMAHAWK acknowledge and
admit such indebtedness Such $250,000 shall be paid as provided in Article VII
below.
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VI
SHARES OF MOBILESTREAM OIL, INC.
On or about October 25, 2006 and October 27, 2006 (1,000,000 shares on each day)
MJS Enterprises, at the request and direction of Mobilestream Oil, Inc. (all of
whose assets were acquired by GLOBAL on December 31, 2006) MJACC transferred to
TOMAHAWK Two Million (2,000,000) shares of the Common Stock of Mobilestream Oil,
Inc., which shares were free-trading. The purpose of such transfer was the
performance by TOMAHAWK of certain financial public relations services. GLOBAL
acknowledges that the seervices were performed and that the shares were earned
by TOMAHAWK, and GLOBAL waives and releases any claim to such shares.
V
RELEASE AND HOLD HARMLESS
At various times, GLOBAL (including Mobilestream Oil, Inc. and Carbon Recovery
Corporation) and XXXXXXX have entered into various agreements, understandings,
memoranda, contracts and undertakings, including, but not limited to the letter
Agreement of February 22, 2007 and the Consultant Agreement of October 25, 2006,
with XXXXXX and/or TOMAHAWK. It is the intent of the parties that all of such
agreements, to the extent still executory, be terminated with nor further
liability on the part of GLOBAL (including Mobilestream Oil, Inc. and Carbon
Recovery Corporation). XXXXXX and TOMAHAWK, jointly and severally, hereby agree
that any all agreements, understandings, memoranda, contracts and undertakings,
including, but not limited to the letter Agreement of February 22, 2007 and the
Consultant Agreement of October 25, 2006, be, and hereby are, declared to be
terminated, null and void and of no further effect and GLOBAL, Mobilestream Oil,
Inc. and Carbon Recovery Corporation be, and hereby are, released from any and
all liability, duty and responsibility directly or indirectly from or arising
out of any such agreements, understandings, memoranda, contracts and
undertakings from the beginning of time to the date of this Agreement. XXXXXX
AND TOMAHAWK shall hold GLOBAL (including Mobilestream Oil, Inc. and Carbon
Recovery Corporation) harmless from any claims, demands, charges, losses,
liabilities and expenses (including reasonable attorney fees and court costs)
arising, directly or indirectly out of any of the terminated agreements.
VI
FINANCIAL CONSULTING AND FINDER'S SERVICES
1. XXXXXX and/or TOMAHAWK has introduced Professional Offshore Opportunity Fund
to GLOBAL and GLOBAL is entering into a private offering with Professional
Offshore Opportunity Fund for the sale/purchase of 1,250,000 shares of its
Common Stock for $1,250,000. XXXXXX and TOMAHAWK are not entitled to, and hereby
waive, any claim to any compensation, whether deemed commissions or finder's
fees.
2. XXXXXX and/or TOMAHAWK have handled various financial transactions for
XXXXXXX. XXXXXX and TOMAHAWK are not entitled to, and hereby waive, any claim to
any compensation, whether deemed commissions or finder's fees.
3. GLOBAL has previously entered into various agreements, memoranda, notes, term
sheets, and writings under which XXXXXX and/or TOMAHAWK was to receive
compensation, either in cash or in the form of securities such as warrants. All
of such agreements, memoranda, notes, term sheets, and writings are, to the
extent still executory, hereby voided and agreed to be of no further effect.
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VII
TERMINATION COMPENSATION
1. GLOBAL shall issue in escrow, to Fox Law Offices, P.A. as escrow agent
("Escrow Agent"), Warrants for the purchase of One Million (1,000,000) shares of
GLOBAL's Common Stock at a purchase price of One Dollar and Fifty Cents ($1.50)
per share. Such Warrants shall expire on December 31, 2008. The shares
underlying such Warrants shall be registered by GLOBAL in the "catch all"
Registration Statement to be filed with the Securities and Exchange Commission.
Such Warrants shall be exercisable by XXXXXX and/or TOMAHAWK in a single, all or
none, DVP (Delivery versus Payment) transaction as follows:
(a) XXXXXX and/or TOMAHAWK shall pay to the Escrow Agent the sum of (i)
the exercise price for all 1,000,000 Warrants ($1,500,000) and (ii) the total of
the amounts owed under this Agreement ($1,199,500) and (c) a fee of Five
Thousand Dollars ($5,000) payable to Escrow Agent for its services;
(b) Upon receipt of clear funds from the foregoing payments, Escrow
Agent shall (i) pay over the exercise price ($1,500,000) to GLOBAL, (ii) pay
over to the various creditors set forth above in this Agreement the $1,199,500,
and (iii) retain for its services the $5,000 escrow fee, and simultaneously
deliver, as instructed by XXXXXX and/or TOMAHAWK, the shares issuable upon
exercise of the Warrants.
2. Escrow Agent, its officers, directors, employees and agents shall be
indemnified by each of the parties hereto against any loss, liability, expense
(including reasonable attorney's fees and costs), claim, award or damage which
Escrow Agent may incur or sustain by reason of the fact that it performed
functions under this Agreement; provided, however, that the foregoing shall not
relieve the Escrow Agent of liability for willful misfeasance, gross negligence
or reckless disregard of the duties involved in the conduct of its office. This
provision shall survive termination of the escrow and continue indefinitely
thereafter.
VIII
NON-DISPARAGEMENT
Prior to the execution of this Agreement, various of the parties may have made
public statements about or concerning one of the other parties which were
unflattering or disparaging. Without admitting or denying such, each of the
parties hereto agrees that it or he shall not make any statements relating to
their former relationships, the terms and conditions of any agreements between
them regardless of whether completed or terminated hereby, or the personal or
business reputations of any of them, which are disparaging or negative or
tending to place the other in a poor light.
IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be
legally bound thereby, this 15th day of January 2008:
GLOBAL RESOURCE CORPORATION
By:_______________________
Xxxxx X. Xxxxxxx, Pres./CEO
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TOMAHAWK TRADING CORP.
By:_______________________
Xxxxxxx X. Xxxxxx, Pres./CEO
________________________
Xxxxxxx X. Xxxxxx, in
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