NASD Docket No.: 06-04871 Claimant, : : Settlement Agreement - against - : ECO2 PLASTICS INC., f/k/a ITEC ENVIRONMENTAL GROUP, INC. and GARY DE LAURENTIIS, : : Respondents. :
Exhibit
10.1
|
NATIONAL
ASSOCIATION OF SECURITIES DEALERS
------------------------------------------------------------------------X
XXXXX
XXXXXX CARRET & CO., LLC,
|
: | ||
| : | NASD Docket No.: 06-04871 | ||
|
Claimant,
|
: | ||
| : | Settlement Agreement | ||
|
-
against -
|
: | ||
|
ECO2
PLASTICS INC., f/k/a ITEC
ENVIRONMENTAL
GROUP,
INC. and XXXX
DE LAURENTIIS,
|
:
:
|
||
| : | |||
|
Respondents.
|
: | ||
| ------------------------------------------------------------------------X |
STIPULATION
OF SETTLEMENT dated as of August 30, 2007, by and between Xxxxx Xxxxxx Carret
& Co., LLC, (hereinafter referred to as “Xxxxx Xxxxxx Carret”) on the one
hand and Eco2 Plastics Inc., f/k/a Itec Environmental Group, Inc. and Xxxx
De
Laurentiis (hereinafter collectively referred to as “Itec”) on the
other:
WHEREAS,
on or about November 1, 2006, Xxxxx Xxxxxx Carret commenced an arbitration
before the National Association of Securities Dealers, NASD Docket No. 06-04871
against Itec (the “Action”) alleging, inter alia, that Itec breached its
agreement with Xxxxx Xxxxxx Carret; and
WHEREAS,
on or about January 29, 2007, Itec filed an Answer and Counterclaims in which
Itec denied liability and also alleged, inter alia, that Xxxxx Xxxxxx Carret
breached its agreement with Itec; and
WHEREAS,
the parties would prefer to resolve their dispute through settlement rather
than
to continue with arbitration;
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, and in consideration of the mutual covenants
herein, Xxxxx Xxxxxx Carret and Itec (hereinafter collectively, the “Parties”)
hereby agree as follows:
1.
Consideration
to be Paid by Itec
a. Simultaneously
with its execution of this Agreement, Itec will cause its counsel to deliver
to
Xxxxx Xxxxxx Carret an opinion letter, pursuant to Rule 144(k), providing
for
the removal of restrictive legends from the certificate representing 2,737,220
shares of Itec stock held by Xxxxx Xxxxxx for more than two years and Xxxxx
Xxxxxx Carret’s counsel will provide Itec’s counsel with a customary seller’s
representation letter, broker’s representation letter and a duly completed and
executed Form 144.
b. Simultaneously
with its execution of this Agreement, Itec will cause its counsel to deliver
to
Xxxxx Xxxxxx Carret an opinion letter providing for the sale of 744,655 shares
of Itec stock pursuant to Rule 144 and Xxxxx Xxxxxx Carret’s counsel will
provide Itec’s counsel with a customary seller’s representation letter, broker’s
representation letter, and a duly completed and executed Form 144.
c. Simultaneously
with its execution of this Agreement, Xxxxx Xxxxxx Carret shall execute an
affidavit of lost common stock purchase warrant and Itec shall reissue to
Xxxxx
Xxxxxx Carret a warrant to purchase 850,000 shares of Itec common stock at
$.001/share on a cashless basis, which warrant shall be dated August 1,
2005.
d. Simultaneously
with its execution of this Agreement, Itec shall provide to Xxxxx Xxxxxx
Carret
a certificate representing 5,000,000 shares of Itec common stock and an opinion
letter pursuant to Rule 144(k), and/or any other documentation requested
by
Itec’s transfer agent, to provide for the removal of the restrictive legend on
the newly issued certificate.
2.
Dismissal
of Arbitration
Immediately
upon Itec’s complete performance under the terms of this Agreement, Xxxxx Xxxxxx
Carret will forward a letter, on behalf of counsel for both sides, to the
National Association of Securities Dealers advising that the instant action
has
been discontinued with prejudice.
3. Releases
Simultaneously
with the execution of this Stipulation of Settlement, the parties will execute
and exchange general releases in the forms collectively attached as Exhibit
A.
Both
releases will be held in escrow by counsel for Xxxxx Xxxxxx Carret. Upon
completion by Itec of Items 1a, 1b, 1c and 1d set forth above in accordance
with
the terms of this Agreement, counsel for Xxxxx Xxxxxx Carret will deliver the
release executed by Xxxxx Xxxxxx Carret to Itec.
4. Binding
This
Agreement shall be binding on the Parties, their heirs, and executors,
administrators, successors,
and assigns.
5.
Counterparts
This
Agreement may be executed in counterparts, each of which shall be considered
to
be an original instrument.
6.
Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to any conflicts of laws
analysis.
7. Additional
Documents
The
Parties agree to execute or cause its attorneys to execute any additional
documents and take any further action that may reasonably be required in order
to consummate this Agreement or otherwise fulfill the obligations of the Parties
hereunder.
8. Invalidity
of Agreement
In
the
event any one or more of the provisions of this Agreement shall for any reason
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
9. Headings
The
headings in this Agreement are for descriptive purposes only, and are not part
of this Agreement. It is expressly understood among the Parties that the
headings shall not be resorted to for any issue of contractual
interpretation.
2
10. Negotiated
By Attorneys
The
Parties represent and warrant that this Agreement was negotiated and drafted
by
the Parties’ respective attorneys and is not the product of any single
author.
11. No
Reliance/Represented By Counsel
The
Parties represent and warrant that they have at all times been represented
by
counsel of their choosing in deciding to enter into this Agreement; that no
oral
promise was made to induce them to enter into this Agreement; that each relied
on his/its own judgment (and the judgment of their respective counsel) in
choosing to enter into this Agreement, and did not rely in any way on any
statement or omission made by any other party.
12. Entire
Agreement
This
Agreement represents and expresses the entire agreement between and among the
respective Parties and may not be changed orally.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day
and year written below.
| Dated: August 30, 2007 | ||
| XXXXX XXXXXX CARRET & CO., LLC | ||
| |
|
|
| By: | ||
|
Xxxxxxx X. XxXxxxxxx, President and CEO |
||
| Title | ||
|
ECO2
PLASTICS INC., f/ka/ ITEC
ENVIRONMENTAL
GROUP, INC
|
||
| |
|
|
| By: | ||
|
Xxxxxx Xxxxxxxx, CEO |
||
|
Xxxx De Laurentiis |
||
3
Exhibit
A
|
NATIONAL
ASSOCIATION OF SECURITIES DEALERS
------------------------------------------------------------------------X
XXXXX
XXXXXX CARRET & CO., LLC,
|
: | ||
| : | NASD Docket No.: 06-04871 | ||
|
Claimant,
|
: | ||
| : | General Release | ||
|
-
against -
|
: | ||
|
ECO2
PLASTICS INC., f/k/a ITEC
ENVIRONMENTAL
GROUP,
INC. and XXXX
DE LAURENTIIS,
|
:
:
|
||
| : | |||
|
Respondents.
|
: | ||
| ------------------------------------------------------------------------X |
TO
ALL TO
WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT
XXXXX
XXXXXX CARRET & CO., LLC
(hereinafter referred to as “BMC” or “Releasor”), for good and valuable
consideration received from ECO2
PLASTICS INC., f/k/a ITEC ENVIRONMENTAL GROUP, INC. and XXXX DE LAURENTIIS
(hereinafter
collectively referred to as “Itec” or “Releasees”), the receipt of which is
hereby acknowledged, covenants not to xxx and hereby releases and discharges
Releasees, Releasees’ current or former officers, directors, members, partners,
employees, agents, affiliates, parents, subsidiaries, alter-egos, predecessors,
successors or assigns or otherwise related entities, attorneys, and insurers,
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever in law, admiralty or equity, which
the
Releasor, Releasor’s current or former officers, directors, members, partners,
employees, agents, affiliates, parents, subsidiaries, alter-egos, predecessors,
successors or assigns or otherwise related entities, attorneys, insurers, heirs,
executors or administrators, ever had, now have or hereafter can, shall or
may
have from the beginning of the world to the date of this General Release,
including but not limited to any claim, counterclaim or cause of action which
was or could have been asserted in, or which arise from any of the facts or
transactions that form the basis for any claim or counterclaim, set forth in
any
pleading filed in any action which was pending or in an arbitration entitled
Xxxxx Xxxxxx Carret & Co., LLC v. ECO2 Plastics Inc., f/k/a Itec
Environmental Group, Inc. and Xxxx De Laurentiis, NASD Docket No.:
06-04871.
Releasor
agrees and fully understands that this is a full and final General Release
applying to all known, unknown, anticipated and unanticipated injuries and
damages from the beginning of the world to the date of this Release, including
any and all claims now existing or which may arise in the future, arising out
of
the alleged circumstances, incidents or events set forth in the Action. Releasor
expressly waives any right or claim of right to assert hereafter that any claim,
demand or obligation and/or cause of action has, through ignorance, oversight
or
error, been omitted from the terms of this General Release, and further
expressly waives any right or claim of right under the law of any jurisdiction
that releases such as those herein given do not apply to unknown or unstated
claims.
Whenever
the text hereof requires, the use of singular number shall include the
appropriate plural number. This General Release may not be changed
orally.
IN
WITNESS WHEREOF, the Releasor has hereunto set its hand and seal on the
30th
day of
August 2007.
| XXXXX XXXXXX CARRET & CO., LLC | ||
| |
|
|
| By: | ||
|
Xxxxxxx X. XxXxxxxxx, President and CEO |
||
| Title | ||
|
ECO2
PLASTICS INC., f/ka/ ITEC
ENVIRONMENTAL
GROUP, INC
|
||
| |
|
|
| By: | ||
|
Xxxxxx Xxxxxxxx, CEO |
||
|
Xxxx De Laurentiis |
||
4
|
NATIONAL
ASSOCIATION OF SECURITIES DEALERS
------------------------------------------------------------------------X
XXXXX
XXXXXX CARRET & CO., LLC,
|
: | ||
| : | NASD Docket No.: 06-04871 | ||
|
Claimant,
|
: | ||
| : | General Release | ||
|
-
against -
|
: | ||
|
ECO2
PLASTICS INC., f/k/a ITEC
ENVIRONMENTAL
GROUP,
INC. and XXXX
DE LAURENTIIS,
|
:
:
|
||
| : | |||
|
Respondents.
|
: | ||
| ------------------------------------------------------------------------X |
TO
ALL TO
WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT
ECO2
PLASTICS INC., f/k/a ITEC ENVIRONMENTAL GROUP, INC. and XXXX DE LAURENTIIS
(hereinafter
collectively referred to as “Itec” or “Releasors”), for good and valuable
consideration received from XXXXX
XXXXXX CARRET & CO., LLC
(hereinafter referred to as “BMC” or “Releasee”), the receipt of which is hereby
acknowledged, covenants not to xxx and hereby releases and discharges Releasee,
Releasee’s current or former officers, directors, members, partners, employees,
agents, affiliates, parents, subsidiaries, alter-egos, predecessors, successors
or assigns or otherwise related entities, attorneys, and insurers, from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever in law, admiralty or equity, which
the
Releasors, Releasors’ current or former officers, directors, members, partners,
employees, agents, affiliates, parents, subsidiaries, alter-egos, predecessors,
successors or assigns or otherwise related entities, attorneys, insurers, heirs,
executors or administrators, ever had, now have or hereafter can, shall or
may
have from the beginning of the world to the date of this General Release,
including but not limited to any claim, counterclaim or cause of action which
was or could have been asserted in, or which arise from any of the facts or
transactions that form the basis for any claim or counterclaim, set forth in
any
pleading filed in any action which was pending or in an arbitration entitled
Xxxxx Xxxxxx Carret & Co., LLC v. ECO2 Plastics Inc., f/k/a Itec
Environmental Group, Inc. and Xxxx De Laurentiis, NASD Docket No.:
06-04871.
Releasors
agree and fully understand that this is a full and final General Release
applying to all known, unknown, anticipated and unanticipated injuries and
damages from the beginning of the world to the date of this Release, including
any and all claims now existing or which may arise in the future, arising out
of
the alleged circumstances, incidents or events set forth in the Action.
Releasors expressly waive any right or claim of right to assert hereafter that
any claim, demand or obligation and/or cause of action has, through ignorance,
oversight or error, been omitted from the terms of this General Release, and
further expressly waives any right or claim of right under the law of any
jurisdiction that releases such as those herein given do not apply to unknown
or
unstated claims.
Whenever
the text hereof requires, the use of singular number shall include the
appropriate plural number. This General Release may not be changed
orally.
IN
WITNESS WHEREOF, the Releasors have hereunto set their hand and seal on the
30th
day of
August 2007.
| XXXXX XXXXXX CARRET & CO., LLC | ||
| |
|
|
| By: | ||
|
Xxxxxxx X. XxXxxxxxx, President and CEO |
||
| Title | ||
|
ECO2
PLASTICS INC., f/ka/ ITEC
ENVIRONMENTAL
GROUP, INC
|
||
| |
|
|
| By: | ||
|
Xxxxxx Xxxxxxxx, CEO |
||
|
Xxxx De Laurentiis |
||
5
