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EXHIBIT 10.37
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT, dated as of June 29, 2001 ("Agreement"), is
by and among HIGH SPEED NET SOLUTIONS, INC., a Florida corporation having a
principal place of business at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx Xxxxxxxx 00000 ("HSNS"), Xxxxxxx X. Xxxxxxxx, an individual residing at
0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 ("XXXXXXXX"), Xxxxxxx X. Xxxxxxx,
P.A., a Florida corporation having a principal place of business at 00 XX Xxxxx
Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx ("XXXXXXX P.A.") and XXXXXXX X. XXXXXXX, in
his individual capacity, a resident of Miami, Florida ("Xxxxxxx") (each of HSNS,
Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx, a "PARTY" and, collectively, the "PARTIES").
RECITALS:
A. HSNS and Xxxxxxxx are parties to that certain Second Amended and
Restated Settlement Agreement, the Execution Date (as defined therein) of which
is October 26, 2000, as modified by a memo dated December 5, 2000 from Xxxxxxx
X. Xxxxxxx to Xxx Xxxxxx of HSNS (such Agreement, as so modified, the
"HSNS-XXXXXXXX AGREEMENT").
B. Certain disputes have arisen between HSNS and Xxxxxxxx
concerning performance under the HSNS-Xxxxxxxx Agreement.
X. Xxxxxxx P.A. has certain rights to shares of common stock of
HSNS owned by Xxxxxxxx or to be provided to Xxxxxxxx as contemplated under this
Agreement, and therefore, has an interest in such disputes being settled.
D. The Parties wish to settle such disputes upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be bound hereby, agree as follows:
1. Issuance of Shares of Common Stock.
(a) Upon the execution and delivery of this Agreement by the
Parties, HSNS shall issue (or cause to be issued) shares of HSNS's common stock,
par value $.001 per share (the "COMMON STOCK") (such shares, the "SETTLEMENT
SHARES") as follows:
Recipient # of Shares
--------- -----------
Xxxxxxxx 300,000
Xxxxxxx P.A. 175,000
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(b) The stock certificate(s) representing Settlement Shares
to be delivered to Xxxxxxxx upon execution of this Agreement by the Parties
hereto shall bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH OFFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION
IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE
SECURITIES ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO THE CONDITIONS
SPECIFIED IN A CERTAIN SETTLEMENT AGREEMENT AND A CERTAIN VOTING
AGREEMENT, EACH DATED AS OF JUNE 29, 2001. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY
THE PROVISIONS OF SUCH SETTLEMENT AGREEMENT AND VOTING AGREEMENT.
(c) The stock certificate(s) representing Settlement Shares
to be delivered to Xxxxxxx P.A. upon execution of this Agreement by the Parties
hereto shall bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH OFFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION
IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE
SECURITIES ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO THE CONDITIONS
SPECIFIED IN A CERTAIN VOTING AGREEMENT, DATED AS OF JUNE 29, 2001. THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
TO BE BOUND BY THE PROVISIONS OF SUCH VOTING AGREEMENT.
2. Voting Agreement. Concurrently with the execution and delivery
of this Agreement by the Parties, Xxxxxxxx, his wife, Xxxxxxx Xxxxxxxx, and
Xxxxxxx P.A. and Xxxxxxx shall execute and deliver to HSNS a voting agreement in
the form attached hereto as Exhibit B (the "Voting Agreement").
3. General Releases. Concurrently with the execution and delivery
of this Agreement by the Parties:
(a) HSNS shall deliver to each of Xxxxxxxx and Xxxxxxx P.A.
and Xxxxxxx a general release in the form of Exhibit C-1 and C-2 attached
hereto, respectively, and dated the date of the execution and delivery of this
Agreement; and
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(b) each of Xxxxxxxx and Xxxxxxx P.A. and Xxxxxxx shall
execute and deliver to HSNS a general release in the form of Exhibit D-1 and D-2
attached hereto, respectively.
4. Restrictions on Sale or Disposition of Currently Held Shares and
Settlement Shares Held by Xxxxxxxx.
(a) None of the Currently Held Shares (as hereinafter
defined) or the Settlement Shares held by Xxxxxxxx may be sold in any public
market transaction (including on any exchange or in the over-the-counter market)
through and including February 15, 2002; provided, however, that, subject to the
terms of the Voting Agreement:
(1) 30,000 Currently Held Shares or Settlement
Shares, in any combination, may be sold or otherwise disposed of during any full
calendar month between the date hereof and February 15, 2002; and
(2) the foregoing prohibition on sale of any of the
Currently Held Shares and the Settlement Shares shall not apply or extend to an
aggregate of three hundred and fifty thousand (350,000) shares of Common Stock
included in the Currently Held Shares and the Settlement Shares held by
Xxxxxxxx.
(b) Notwithstanding anything to the contrary in Section
4(a), in the event that, if in any full calendar month between the date hereof
and February 15, 2002, a "bid" of $15.00 per share of Common Stock is entered by
one or more securities dealers on any national quotation system for two
consecutive trading days, Xxxxxxxx shall not be subject to the restriction on
sale or other disposition of the Currently Held Shares or Settlement Shares set
forth in Section 4(a)(1) for such month; provided, however, that Xxxxxxxx has
not, directly or indirectly, entered (or caused any other person or entity to
enter) such a bid.
(c) It is understood and agreed that any sale or other
disposition of any Currently Held Shares or Settlement Shares shall, in any and
all events, be subject to and in accordance with applicable federal and state
securities laws.
(d) Any sale or other disposition of any of the Currently
Held Shares or the Settlement Shares subject to the restrictions imposed by this
Section shall be subject to and conditioned upon the assignee or transferee of
such Shares executing and delivering to HSNS an agreement, in form and substance
reasonably satisfactory to HSNS, pursuant to which such assignee or transferee
agrees to be bound by the terms of this Section.
5. Cooperation in Transfer of Shares to Xxxxxxx. HSNS shall use and
shall cause its agents to use reasonable efforts to take all steps reasonably
requested by Xxxxxxxx and Xxxxxxx P.A. to facilitate the transfer of up to a
maximum of 50,000 shares of Common Stock currently held by Xxxxxxxx and/or
Xxxxxxx Xxxxxxxx to Xxxxxxx P.A. or any affiliate thereof.
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6. Filing of Registration Statement.
(a) HSNS shall file or cause to be filed a registration
statement (the "REGISTRATION STATEMENT") with the Securities and Exchange
Commission ("SEC") as soon as reasonably practical following the execution and
delivery of this Agreement, subject to such timing and other considerations as
Holland & Knight LLP, as securities counsel for HSNS, may reasonably deem
appropriate, and shall thereafter use its best efforts to cause the Registration
Statement to become effective under the Securities Act. HSNS hereby undertakes
to cause the preparation of the Registration Statement to commence promptly
after filing (i) its annual report on Form 10-K for the fiscal year ended
December 31, 2000 (the "10-K"), (ii) its quarterly report on Form 10-Q for the
quarterly period ended March 31, 2001 (the "10-Q"), and (iii) a Form 10 (the
"Form 10"), all of which are expected to be filed within five business days of
the date hereof, and to proceed diligently to complete and file such
Registration Statement. Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx acknowledge that HSNS
is currently delinquent in filing both the 10-K and 10-Q. HSNS shall not cause
or seek to cause any delay in the filing of the Registration Statement, and
shall promptly and completely follow the advice of Holland & Knight LLP in
relation to the timing and circumstances of the filing and processing of the
Registration Statement. HSNS hereby authorizes Holland & Knight LLP to
communicate freely with Xxxxxxx P.A. concerning all matters relating to the
preparation of, timing of filing, and processing of any comments by the staff of
the SEC on, the Registration Statement, it being understood that in such
communications both Holland & Knight LLP and Xxxxxxx P.A. shall be subject to
applicable securities laws with respect to the selective disclosure of material,
nonpublic information and xxxxxxx xxxxxxx.
(b) The Registration Statement shall cover:
(1) the resale of all shares of Common Stock
currently held by Xxxxxxxx, his wife, Xxxxxxx Xxxxxxxx, and/or Xxxxxxx P.A.
(inclusive of any of such shares as are subsequently transferred to Xxxxxxx P.A.
as contemplated by Section 5 above) (such shares, the "CURRENTLY HELD SHARES");
and
(2) all Settlement Shares;
provided, however, that the Registration Statement shall not cover any Currently
Held Shares or Settlement Shares that are not owned of record by Xxxxxxxx, his
wife, Xxxxxxx Xxxxxxxx, or Xxxxxxx P.A. at the time the Registration Statement
is becomes effective or that have theretofore been registered under the
Securities Act.
Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx acknowledge and agree that other HSNS
shareholders also have the right to have shares held by them registered pursuant
to the initial registration statement filed by HSNS with the SEC.
(c) Each of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx shall furnish
to HSNS such information regarding Xxxxxxxx, his wife, Xxxxxxx Xxxxxxxx, and
Xxxxxxx P.A. as HSNS may reasonably request in writing for the prompt completion
of the Registration Statement and as shall be reasonably required in connection
with the
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registration of the Currently Held Shares and Settlement Shares. Each
of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx will, if Currently Held Shares and/or
Settlement Shares are included in the common stock as to which registration is
being effected, indemnify the Company, each of its directors, officers, legal
counsel and independent accountants and each underwriter, if any, of HSNS's
common stock covered by such Registration Statement against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse HSNS and such directors, officers,
partners, legal counsel, independent accountants and underwriters for any legal
or other expenses reasonably incurred in connection with investigating or
defending any such claim, loss , damage, liability or action, in each case to
the extent that, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such Registration
Statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to HSNS by Xxxxxxxx, Xxxxxxx
P.A. or Xxxxxxx and stated to be specifically for use therein.
(d) Xxxxxxxx shall advise HSNS as to the designation of his
counsel in connection with the preparation of those portions of the Registration
Statement requiring information regarding Xxxxxxxx and the plan of distribution
with respect to the Currently Held Shares and Settlement Shares covered thereby.
HSNS shall not be required to bear any costs or expenses associated with such
counsel.
(e) HSNS shall not be subject to any damages, penalties,
claims or other liabilities of any nature whatsoever on account of or resulting
from any inability to file (or delay in filing) the Registration Statement or
any inability to have (or any delay in having) the Registration Statement
declared or become effective, so long as such inability to file, delay in
filing, inability to have declared effective, or delay in having declared
effective, are not caused, directly or indirectly, by HSNS, either though action
or inaction, except to the extent that such action or inaction is in reliance on
the advice of Holland & Knight LLP.
(f) Subject to the written advice of Holland & Knight LLP,
based on communications with the SEC staff or otherwise, to the effect that it
is in the best interests of HSNS and its shareholders (including Xxxxxxxx and
Xxxxxxx P.A.) to delay the filing of the Registration Statement until clearance
of the Form 10 by the SEC staff (a copy of which shall be provided to Brodksy
P.A.), HSNS agrees that if the Registration Statement is not filed by July 31,
2001, HSNS hereby consents to an immediate hearing before the Circuit Court in
and for the Eleventh Judicial Circuit, in and for Miami-Dade County, Florida, on
a request by Xxxxxxxx or Xxxxxxx P.A. for emergency mandatory relief. HSNS
waives all defenses to the issuance of mandatory injunctive relief except for
whether the failure to file the Registration Statement is due to factors not
reasonably within HSNS's control.
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7. Representations and Warranties.
(a) Representations and Warranties of Xxxxxxxx; Xxxxxxx P.A.
and Xxxxxxx. Each of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx represents and warrants
to HSNS that:
(1) He or it has all requisite power and all
authority and approvals required to enter into, execute and deliver this
Agreement and each and every instrument contemplated hereby to which he or it is
or will be a party (including the Voting Agreement and the general releases) and
to perform fully his or its obligations hereunder and thereunder.
(2) He or it has duly executed and delivered this
Agreement and each and every agreement and instrument contemplated hereby to
which he or it is a party. Assuming due execution and delivery hereof and
thereof by HSNS, this Agreement and each such other agreement and instrument
will be valid and binding obligations of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx, as
applicable, enforceable against him or it in accordance with their respective
terms, except that such enforceability may be subject to bankruptcy, insolvency,
reorganization or other similar laws affecting or relating to enforcement of
creditors' rights generally, and general equitable principles.
(3) He or it is currently the beneficial and record
holder of the shares of HSNS's common stock, par value $.001 per share (the
"COMMON STOCK"), indicated immediately below, free and clear of any liens,
encumbrances, pledges, and security interests:
Name Number of Shares
---- ----------------
Xxxxxxxx 2,150,000
Xxxxxxx P.A. *
* Prior to the execution and delivery of this Agreement, Xxxxxxx
P.A. is not the record or beneficial holder of any shares of Common Stock,
however as contemplated by the terms of this Agreement Xxxxxxxx intends
forthwith to transfer 50,000 shares of Common Stock to Bordsky P.A.
(4) The execution and delivery of this Agreement by
each of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx and the execution and delivery of
each and every other agreement and instrument contemplated hereby by or on
behalf of, and the consummation of the transactions contemplated hereby and
thereby and the performance by Xxxxxxxx, Xxxxxxx P.A. and/or Xxxxxxx of this
Agreement and each such other agreement and instrument in accordance with their
respective terms does and will not violate, conflict with or result in the
breach of any provision of, or result in a material modification of or otherwise
entitle any party to terminate, or constitute a default under any contract,
agreement, indenture, note, bond, loan, instrument or other binding arrangement
to which either is a party.
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(5) None of the execution and delivery of this
Agreement and each and every other agreement and instrument contemplated hereby
by Xxxxxxxx, Xxxxxxx P.A. or Xxxxxxx, the consummation by Xxxxxxxx, Xxxxxxx P.A.
and/or Xxxxxxx of the transactions contemplated hereby or thereby or compliance
by Xxxxxxxx, Xxxxxxx P.A. and/or Xxxxxxx with any of the provisions hereof or
thereof requires any consent, approval or action of, or the making of any filing
with or the giving of any notice to, any governmental agency or body.
(a) Representations and Warranties of HSNS. HSNS represents and
warrants to each of Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx that:
(1) HSNS has all requisite corporate power and all
authority and approvals required to enter into, execute and deliver this
Agreement and each and every instrument contemplated hereby to which it is or
will be a party (including the Voting Agreement and the general releases) and to
perform fully its obligations hereunder and thereunder.
(2) HSNS has duly executed and delivered this
Agreement and each and every agreement and instrument contemplated hereby to
which it is a party. Assuming due execution and delivery hereof and thereof by
Xxxxxxxx, Xxxxxxx P.A. and Xxxxxxx, this Agreement and each such other agreement
and instrument will be valid and binding obligations of HSNS, enforceable
against it in accordance with their respective terms, except that such
enforceability may be subject to bankruptcy, insolvency, reorganization or other
similar laws affecting or relating to enforcement of creditors' rights
generally, and general equitable principles.
(3) The execution and delivery of this Agreement by
HSNS and the execution and delivery of each and every other agreement and
instrument contemplated hereby by or on behalf of, and the consummation of the
transactions contemplated hereby and thereby and the performance by HSNS of this
Agreement and each such other agreement and instrument in accordance with their
respective terms does and will not (i) violate any provision of the articles of
incorporation or bylaws of HSNS, or (ii) violate, conflict with or result in the
breach of any provision of, or result in a material modification of or otherwise
entitle any party to terminate, or constitute a default under any contract,
agreement, indenture, note, bond, loan, instrument or other binding arrangement
to which HSNS is a party.
(5) None of the execution and delivery of this
Agreement and each and every other agreement and instrument contemplated hereby
by HSNS, the consummation by HSNS of the transactions contemplated hereby or
thereby or compliance by HSNS with any of the provisions hereof or thereof
requires any consent, approval or action of, or the making of any filing with or
the giving of any notice to, any governmental agency or body.
8. Miscellaneous.
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(a) Severability. This Agreement and the terms and provisions hereof
shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. In the event any term or
provision hereof shall be determined to be invalid or unenforceable as applied
to any situation or circumstance or in any jurisdiction, such invalidity or
unenforceability shall not apply or extend to any other situation or
circumstance or in any other jurisdiction or affect the validity or
enforceability of any other term or provision. It is the Parties' intent that
this Agreement and each term and provision hereof be enforceable in accordance
with its terms and to the fullest extent permitted by law. Accordingly, to the
extent any term or provision of this Agreement shall be determined or deemed to
be valid or unenforceable, such provision shall be deemed amended or modified to
the minimum extent necessary to make such provision, as so amended or modified,
valid and enforceable.
(b) Assignment; No Third Party Beneficiaries. This Agreement and the
rights, duties and obligations hereunder may not be assigned or delegated by any
Party hereto without the prior written consent of the other Parties. Except as
provided in the immediately preceding sentence, any purported assignment or
delegation of rights, duties or obligations hereunder made without the prior
written consent by the other Parties hereto shall be null and void and of no
effect. This Agreement and the provisions hereof shall be binding upon and
enforceable against each of the Parties hereto and its or his respective estate,
heirs, executors, administrators, legal representatives, successors and assigns
and shall inure to the benefit of and be enforceable by each of the Parties and
its or his respective estate, heirs, executors, administrators, legal
representatives, successors and permitted assigns. Except as expressly provided
for in this Agreement, this Agreement is not intended to confer any rights or
benefits on any persons or entities other than the Parties hereto and their
respective estates, heirs, executors, administrators, legal representatives,
successors and assigns; provided that the foregoing shall not be deemed to limit
the scope of the beneficiaries intended to be covered by the general releases
referred to in Section 3 above.
(c) Entire Agreement. This Agreement (together with the Exhibits
attached hereto) is intended by the Parties as a final expression of their
agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto, in respect of the subject
matter contained herein and therein, constitutes the entire agreement of the
parties with respect to the subject matter hereof that thereof and supersedes,
and merges herein and therein, all prior and contemporaneous negotiations,
discussions, representations, understandings and agreements between the parties,
whether oral or written, with respect such subject matter. No representation,
warranty, restriction, promise, undertaking or other agreement with respect to
such subject matter has been made or given by either party hereto other than
those set forth in this Agreement. Without limiting the generality of the
foregoing, this Agreement (together with the Exhibits hereto) supersedes and
replaces (i) the HSNS-Xxxxxxxx Agreement, (ii) that certain Settlement
Agreement, dated May 4, 2000, between HSNS and Xxxxxxxx (as the same may have
been amended, supplemented, modified or otherwise changed), and (iii) that
certain Amended And Restated Settlement Agreement, dated June 6, 2000, between
HSNS and Xxxxxxxx (as the same may have
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been amended, supplemented, modified or otherwise changed), each of which shall
hereafter be null and void and of no effect; provided, however, that the
agreement of HSNS and Xxxxxxxx, as set forth in Paragraph VIII. of the
HSNS-Xxxxxxxx Agreement, to terminate and have no further obligations arising
from the Selling Shareholder Agreement, dated July 2000, is hereby reaffirmed
and shall remain in full force and effect.
(d) Waiver of Jury Trial; Consent to Jurisdiction. EACH OF THE
PARTIES HERETO EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL WITH RESPECT TO
ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT OR
ANY DISPUTE HEREUNDER OR RELATING HERETO. Each of the Parties agrees that any
action or other proceeding commenced or instituted by, in the name of or on
behalf of Xxxxxxxx, Xxxxxxx P.A. or Xxxxxxx (or anyone claiming by or through
Xxxxxxxx, Xxxxxxx P.A. or Xxxxxxx) relating to this Agreement or any dispute
hereunder shall be determined before the state or federal courts situated in
Miami, Florida, which courts shall have exclusive jurisdiction over and with
respect to any such action or other proceeding, and each of the Parties hereby
irrevocably submits to the jurisdiction of such courts with respect to any such
action or other proceeding. Each of the Parties agrees that any action or other
proceeding commenced instituted by, in the name of or on behalf of HSNS (or
anyone claiming by or through HSNS) relating to this Agreement or any dispute
hereunder shall be determined before the state or federal courts situated in
Miami, Florida, which courts shall have exclusive jurisdiction over and with
respect to any such action or other proceeding, and each of the Parties hereby
irrevocably submits to the jurisdiction of such courts with respect to any such
action or other proceeding. Each Party hereby agrees not to raise any defense or
objection, under the theory of forum non conviens or otherwise, with respect to
the jurisdiction of any such court as contemplated by the two immediately
preceding sentence. In addition to such other method as may available under
applicable law, each Party agrees that any summons, complaint or other papers or
process in connection with any such dispute may be served on it or him by being
mailed to it or him at its or his respective address set forth at the head of
this Agreement (or at such more current address of which the Party serving such
any summons, complaint or other papers or process has received written notice
from the other Party) if mailed by both registered or certified mail, return
receipt requested, and by regular first class mail.
(e) Authority. By this Agreement, HSNS expressly affirms and
represents that the undersigned officer of HSNS has full and complete authority
under the By-Laws of HSNS or otherwise to execute this Agreement on behalf of
HSNS and thereby bind HSNS to its terms.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement. In the event Brodksy P.A. and
Xxxxxxx fail to execute and deliver this Agreement, this Agreement, if executed
and delivered by HSNS and Xxxxxxxx, shall nonetheless be binding on HSNS and
Xxxxxxxx, and their respective heirs, administrators, legal representatives,
successors and permitted assigns; provided,
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however, that until such time as this Agreement is executed and delivered by
Xxxxxxx P.A. and Xxxxxxx, Xxxxxxx P.A. and Xxxxxxx shall not be entitled to any
rights or benefits provided herein or contemplated hereby, including, without
limitation, any right to have any shares of Common Stock owned by him registered
under the Securities Act or any right to receive any general release
contemplated by Section 3 hereof.
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IN WITNESS WHEREOF, each of the Parties hereto has executed this
Agreement as of the date first set forth above.
HIGH SPEED NET SOLUTIONS, INC. --------------------------------
XXXXXXX X. XXXXXXXX
By:
----------------------------------
Name:
Title: XXXXXXX X. XXXXXXX, P.A.
BY: ------------------------
XXXXXXX X. XXXXXXX
------------------------
XXXXXXX X. XXXXXXX, INDIVIDUALLY
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EXHIBIT C-1
GENERAL RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT,
HIGH SPEED NET SOLUTIONS, INC., a Florida corporation (the "RELEASOR"),
in consideration of the sum of one dollar ($1.00) and other good and valuable
consideration received from XXXXXXX X. XXXXXXXX (the "RELEASEE"), the receipt
and sufficiency of which are hereby acknowledged, hereby irrevocably releases
the RELEASEE and the RELEASEE's heirs, executors, administrators, successors and
assigns from any and all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, liabilities, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims and demands whatsoever, in law,
admiralty or equity, that the RELEASOR (or any of the RELEASOR's successors and
assigns) ever had, now has or hereafter can, shall or may have against the
RELEASEE for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the day of the date of this RELEASE, excepting
only the obligations and liabilities of the RELEASEE arising under (a) that
certain Settlement Agreement, dated as of June 29, 2001, by and among the
RELEASOR, the RELEASEE, Xxxxxxx X. Xxxxxxx, P.A. and Xxxxxxx X. Xxxxxxx and/or
(b) that certain Voting Agreement, dated as of June 29, 2001, by and among the
RELEASOR, the RELEASEE, Xxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxx, P.A. and Xxxxxxx
X. Xxxxxxx.
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, the RELEASOR has hereunto set the RELEASOR's hand
and seal effective as of the 29th day of June, 2001.
IN PRESENCE OF:
HIGH SPEED NET SOLUTIONS, INC.
By:
-----------------------
Name:
Title:
STATE OF ....)
------------------ ss.:
COUNTY OF ....)
-----------------
On June ___, 2001, before me _______________, personally came
_______________, to me known and known by me to be the ____________________ of
High Speed Net Solutions, Inc., and who executed the foregoing GENERAL RELEASE,
and duly acknowledged to me that he/she executed the same on behalf of such
corporation.
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Notary Public
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EXHIBIT C-2
GENERAL RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT,
HIGH SPEED NET SOLUTIONS, INC., a Florida corporation (the
"RELEASOR"), in consideration of the sum of one dollar ($1.00) and other good
and valuable consideration received from XXXXXXX X. XXXXXXX, P.A. and XXXXXXX
X. XXXXXXX (the "RELEASEES"), the receipt and sufficiency of which are hereby
acknowledged, hereby irrevocably releases the RELEASEES and the RELEASEES'
heirs, executors, administrators, successors and assigns from any and all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
liabilities, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law, admiralty or
equity, that the RELEASOR (or any of the RELEASOR's successors and assigns)
ever had, now has or hereafter can, shall or may have against the RELEASEES
for, upon or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this RELEASE, excepting only
the obligations and liabilities of the RELEASEES arising under (a) that
certain Settlement Agreement, dated as of June 29, 2001, by and among the
RELEASOR, Xxxxxxx X. Xxxxxxxx and the RELEASEES and/or (b) that certain Voting
Agreement, dated as of June 29, 2001, by and among the RELEASOR, Xxxxxxx X.
Xxxxxxxx, Xxxxxxx Xxxxxxxx and the RELEASEES.
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, the RELEASOR has hereunto set the RELEASOR's hand
and seal effective as of the 29th day of June, 2001.
IN PRESENCE OF:
HIGH SPEED NET SOLUTIONS, INC.
By: _______________________________
Name:
Title:
STATE OF _________________...)
ss.:
COUNTY OF _______________...)
On June ___, 2001, before me _______________, personally came
_______________, to me known and known by me to be the ____________________ of
High Speed Net Solutions, Inc., and who executed the foregoing GENERAL
RELEASE, and duly acknowledged to me that he/she executed the same on behalf
of such corporation.
---------------------------
Notary Public
15
EXHIBIT D-1
GENERAL RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT,
XXXXXXX X. XXXXXXXX, an individual, (the "RELEASOR"), in consideration
of the sum of one dollar ($1.00) and other good and valuable consideration
received from HIGH SPEED NET SOLUTIONS, INC., a Florida corporation, (the
"RELEASEE"), the receipt and sufficiency of which are hereby acknowledged,
hereby irrevocably releases the RELEASEE and the RELEASEE's shareholders,
directors, officers, employees, agents and controlling persons and the heirs,
executors, administrators, successors and assigns of any of the foregoing from
any and all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, liabilities, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands whatsoever, in
law, admiralty or equity, that the RELEASOR (or any of the RELEASOR's heirs,
executors, administrators, successors and assigns) ever had, now has or
hereafter can, shall or may have against the RELEASEE or any of the RELEASEE's
shareholders, directors, officers, employees, agents and controlling persons
for, upon or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this RELEASE, excepting only
the obligations and liabilities of the RELEASee arising under (a) that certain
Settlement Agreement, dated as of June 29, 2001, by and among the RELEASOR,
the RELEASEE Xxxxxxx X. Xxxxxxx, P.A. and Xxxxxxx X. Xxxxxxx and/or (b) that
certain Voting Agreement, dated as of June 29, 2001, by and among the
RELEASOR, the RELEASEE, Xxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxx, P.A. and Xxxxxxx
X. Xxxxxxx.
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, the RELEASOR has executed and deliver this General
Release effective as of the 29th day of June 2001
IN PRESENCE OF:
-------------------------------
XXXXXXX X. XXXXXXXX
STATE OF _________________...)
ss.:
COUNTY OF _______________...)
On June ___, 2001, before me _______________, personally came
Xxxxxxx X. Xxxxxxxx, to me known and known by me to be the person who signed
the foregoing General Release, and he duly acknowledged to me that he executed
the same.
16
---------------------------
Notary Public
17
EXHIBIT D-2
GENERAL RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT,
EACH OF XXXXXXX X. XXXXXXX and XXXXXXX X. XXXXXXX, P.A., an individual
and a Florida corporation, respectively (the "RELEASORS"), in consideration of
the sum of one dollar ($1.00) and other good and valuable consideration
received from HIGH SPEED NET SOLUTIONS, INC., a Florida corporation (the
"RELEASEE"), the receipt and sufficiency of which are hereby acknowledged,
hereby irrevocably releases the RELEASEE and the RELEASEE's shareholders,
directors, officers, employees, agents and controlling persons and the heirs,
executors, administrators, successors and assigns of any of the foregoing from
any and all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, liabilities, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands whatsoever, in
law, admiralty or equity, that each of the RELEASORS (or any of either of the
RELEASORS' respective heirs, executors, administrators, successors and
assigns) ever had, now has or hereafter can, shall or may have against the
RELEASEE or any of the RELEASEE's shareholders, directors, officers,
employees, agents and controlling persons for, upon or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the day
of the date of this RELEASE, excepting only the obligations and liabilities of
the RELEASEE arising under (a) that certain Settlement Agreement, dated as of
June 29, 2001, by and among the RELEASORS, the RELEASEE and Xxxxxxx X.
Xxxxxxxx and/or (b) that certain Voting Agreement, dated as of June 29, 2001,
by and among the RELEASORS, the RELEASEE, Xxxxxxx X. Dunacant and Xxxxxxx
Xxxxxxxx.
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, each of the RELEASORS has executed and deliver
this General Release effective as of the 29th day of June 2001
18
IN PRESENCE OF:
-------------------------------
XXXXXXX X. XXXXXXX
-------------------------------
XXXXXXX X. XXXXXXX, P.A.
bY: __________________________
XXXXXXX X. XXXXXXX
Title:__________________________
STATE OF _______________....)
ss.:
COUNTY OF _____________....)
On June ___, 2001, before me _______________, personally came
Xxxxxxx X. Xxxxxxx, to me known and known by me to be the person who signed
the foregoing General Release, and he duly acknowledged to me that he executed
the same.
---------------------------
NOTARY PUBLIC
