SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made as of 30th day
of September, 2004, by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and Xxxxxx Xxxxxx.
WHEREAS, Xxxxxx Xxxxxx has provided certain investment banking services to
Entech; and
WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech to Xxxxxx Xxxxxx in connection with investment banking services provided
by Xxxxxx Xxxxxx to Entech up to and through August 30, 2004;
NOW, THEREFORE, in satisfaction of any and all disputes and claims owning
up to and through August 30, 2004, and in consideration of the release of the
release contained herein, the parties hereto agree as follows:
1. Payment. Entech will issue seventy two thousand (72,000) shares of
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the Entech common stock (the "Shares") to Xxxxxx Xxxxxx for services performed
by it to Entech up to and through August 30, 2004.
2. Release. In consideration of the issuance of the Shares as set
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forth in Paragraph 1 of this Agreement, Xxxxxx Xxxxxx, for itself and its
successor and assigns, will be deemed to have remised, released and forever
discharged, and by these presents does, for itself and its successors and
assigns, remise, release, and forever discharge Entech and its successors and
assigns, of and from all manner of action and actions, causes of action, suits,
debts and dues, claims and demands whatsoever, in law or in equity, which
against Entech, Xxxxxx Xxxxxx ever had, now has, or which it and its successors
and assigns hereafter can, shall or may have, for, upon or by reason of the
investment banking services rendered by Xxxxxx Xxxxxx up to and through August
30, 2004.
3. Legend. Xxxxxx Xxxxxx understands and agrees that the following
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restrictions and limitations are applicable to its resales, hypothecations or
other transfers of the Shares:
(a) The Shares shall not be sold, pledged, hypothecated or
otherwise transferred unless the Shares are registered under the Securities Act
of 1933, as amended, and the securities laws of any state, or are exempt
therefrom;
(b) A legend in substantially the following form has been or will
be placed on any certificate(s) or other document(s) evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION,
SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.
(c) Stop transfer instruments to the transfer agent of the Shares
have been or will be placed with respect to the Shares so as to restrict the
resale, pledge, hypothecation or other transfer thereof, subject to the further
items hereof, including the provisions of the legend set forth in subparagraph
(ii) above; and
(d) The legend and stop transfer instructions described in
subparagraphs (b) and (c) above will be placed with respect to any new
certificate(s) or other document(s) issued upon presentation by the undersigned
of certificate(s) or other document(s) for transfer.
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(e) Xxxxxx Xxxxxx will be responsible for compliance with all
conditions on transfer imposed by any federal or state securities statue and
securities law administrator and for any expenses incurred by the Company for
legal or accounting services in connection with reviewing such a proposed
transfer and/or issuing opinions in connection therewith.
4. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of California.
5. Entire Agreement. This Agreement sets forth the entire agreement
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between the parties with regard to the subject matter hereof. No other
agreements, covenants, representations or warranties, expressed or implied, oral
or written, have been made by either party to the other with respect to the
subject matter of this Agreement. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements and representations, covenants and
warranties with respect to the subject matter hereof are waived, merged herein
and superseded hereby.
6. Modification and Revocation. This Agreement may not be modified or
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evoked except by a written instrument executed by all parties to this Agreement.
7. Signatories. All signatories to this Agreement represented that
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they are duly authorized and have full power to enter into this Agreement.
8. Additional Acts. All parties shall execute and deliver all
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documents and perform all further acts that may be reasonably necessary and
useful to effectuate the purposes and provisions of this Agreement.
9. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date fist appearing above.
ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC.
By
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Xxxx Xxxxxxxx, President
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XXXXXX XXXXXX
By /s/ Xxxxxx Xxxxxx
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Name , Title
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