EXHIBIT 99
SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT
THIS Settlement Agreement ("Agreement") is executed as of the date set
forth below by Xxxx Shoom, hereinafter referred to as "Shoom," and Classic
Restaurants International, Inc., hereinafter referred to as "Classic" and Xxxxx
Xxxxxx Xxxx, hereinafter referred to as "Xxxx."
WHEREAS, Shoom, Classic and Xxxx have executed this Agreement to
evidence their agreement to fully settle and compromise a claim of Shoom against
Classic and Xxxx.
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by
Shoom, Shoom and Classic and Xxxx hereby agree as follows:
1. In consideration for the release granted by Shoom in the following
paragraph, Classic shall issue 114,737 shares of Class A Common Stock ("Stock")
to Shoom pursuant to Regulation S of the Securities and Exchange Commission in
full settlement and satisfaction of any claim which Shoom has against Classic
and Xxxx under that promissory note dated October 9, 1996 in the original
principal amount of $80,000, of which there is outstanding $80,000 in principal,
$19,200 in accrued interest and $4,100 in legal expenses. In the event Shoom
notifies Classic at any time within the next two years that the net proceeds
from the sale of all shares of the Stock were less than $103,300, Classic agrees
to promptly issue Shoom additional shares of Class A Common Stock equal to the
difference between $103,300 and the amount realized divided by the average
closing bid price for the Stock for the twenty days preceeding the date of said
notice, which additional shares shall also be issued pursuant to Regulation S.
In the event Shoom sells part or all of the Stock for net proceeds in excess of
$103,300, Shoom agrees to pay Classic the difference between $103,300 and the
amount actually realized and return for cancellation any unsold shares of Stock.
Shoom agrees to provide such information that Classic may reasonably request
from time to time to determine the amount of proceeds which have been realized
from the Stock.
2. In consideration for the issuance of Stock to Shoom pursuant to the
preceding paragraph, Shoom, on behalf of himself, his heirs, executors,
administrators, and assigns, hereby fully releases and discharges Classic and
Xxxx, and Classic's present and former officers, directors, employees, agents,
representatives, heirs, executors, administrators and assigns, from all rights,
claims and actions which Shoom now has or may have against them, including
particularly any claims which are or
Page 9 of 11 pages
could have been asserted in the following action: XXXX SHOOM V. CLASSIC
RESTAURANTS INTERNATIONAL, INC. AND XXXXX X. XXXX, Civil Action No. 97-C-2533-1,
pending in the State Court of Gwinnett County, State of Georgia; provided that
said release shall not discharge Classic or Xxxx from any liability to Shoom
created by or under this Agreement. Upon receipt of the Stock hereunder, Shoom
agrees to execute and file a dismissal with prejudice of the above-described
action.
3. This Agreement is intended by both parties to release all claims,
whether known, unknown, foreseen, unforeseen, patent or latent, which Shoom may
have against the parties described in the preceding paragraph, on the one hand,
and which Classic and Xxxx may have against Shoom, on the other hand. Shoom
understands and acknowledges the significance and consequence of such specific
intention to release all claims. All persons covered by this release are
intended third-party beneficiaries of this Agreement.
4. Shoom represents and warrants that he is eligible to receive Class A
Common Stock of Classic pursuant to Regulation S, and specifically that he is
not a U.S. Person as that term is defined in Rule 902(o) of Regulation S. Shoom
agrees to execute any affidavits or certificates which Classic's transfer agent
or counsel may reasonably request to issue Shoom shares of Class A Common Stock
under Regulation S, and to remove any restrictive legend placed thereon at a
subsequent date. Shoom further agrees to execute a Regulation S Subscription
Agreement substantially in the form of that document which is attached as
Exhibit A hereto.
5. Classic represents and warrants that it is eligible to issue Class A
Common Stock under Regulation S to a purchaser of said stock who otherwise
qualifies under Regulation S. Classic shall pay the costs of any opinion letters
of counsel necessary to issue the Class A Common Stock to Shoom, and to obtain
removal of any restrictive legend thereon at the earliest date.
6. This Agreement is freely and voluntarily executed by Shoom after
having been apprised of all relevant information and data, and after obtaining
the advice, or being given the opportunity to obtain the advice, of competent
counsel.
7. Shoom has read this Agreement and understands the terms used herein.
8. This Agreement may be executed in counterpart.
Dated: JUNE 6, 1997 By:/S/XXXX SHOOM
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Xxxx Shoom, Individually
CLASSIC RESTAURANTS INTERNATIONAL, INC.
Dated:06/06/97 /S/XXXXX XXXXXX XXXX
By: Xxxxx Xxxxxx Xxxx, President
Dated:06/06/97 By:/S/XXXXX XXXXXX XXXX
Xxxxx Xxxxxx Xxxx, Individually
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