SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Xxxxxxxx X. XxXxxxxx ("XxXxxxxx") and Advance Display Technologies, Inc.,
a Colorado corporation (the "Company"), based upon the mutual consideration
recited below, agree as follows:
1. The Company acknowledges the receipt of One Hundred Seventy Five
Thousand Dollars ($175,000) from XxXxxxxx for the purchase of 10,491,018 shares
of the Company's Series D Convertible Preferred Stock (the "Initial Series D
Shares") pursuant to that certain Stock Purchase Agreement dated November 23,
2004 by and among the Company, Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxxxxx, XxXxxxxx and
Xxxx X. Xxxxxxxxx (the "SPA") and agrees that, notwithstanding the terms of the
SPA, upon the execution of this Settlement Agreement and Release (this
"Agreement"), XxXxxxxx has no obligation to pay the Company for the additional
19,508,982 shares of the Company's Series D Convertible Preferred Stock he
purchased under the SPA (the "Additional Series D Shares"). The parties
acknowledge that the Additional Series D Shares have been returned to the
Company by XxXxxxxx concurrently with the execution of this Agreement and have
been canceled by the Company.
2. The Company will retain the sum of $175,000 that XxXxxxxx paid for the
Initial Series D Shares and XxXxxxxx will retain ownership of and all rights
incident to the ownership of the Initial Series D Shares. The Company hereby
waives and releases all rights and claims to the return of any part of the
Initial Series D Shares and XxXxxxxx hereby waives and releases all rights and
claims to the return of any part of the $175,000 purchase price for the Initial
Series D Shares.
3. Nothing contained in this Agreement shall affect any other prior or
future investment by XxXxxxxx in the Company's securities or any loans he has
made or will make to the Company besides the confirmation of his purchase of the
Initial Series D Shares, his return of the Additional Series D Shares and the
release of any obligation for him to pay the Company for the Additional Series D
Shares.
4. Based upon the foregoing consideration, XxXxxxxx voluntarily and
knowingly FULLY AND UNCONDITIONALLY RELEASES AND DISCHARGES the Company, all
affiliated corporations and their predecessors, subsidiaries, successors and
assigns, their present and former directors, officers, employees and agents
(collectively called the "Released Parties"), from any and all claims XxXxxxxx
may have, or may ever have had, as of the date of this Agreement arising out of
his purchase of the Initial Series D Shares, his return of the Additional Series
D Shares and the release of any obligation for him to pay the Company for the
Additional Series D Shares and all other claims or potential claims, whether in
tort, contract, statute or otherwise, and whether existing under local, state or
federal law, against the Released Parties relating thereto, provided, however,
that nothing herein shall be deemed to be a waiver, release or limitation of
XxXxxxxx'x rights to indemnification and advancement of expenses from the
Company, whether payable by the Company or by an insurance carrier or other
third party at the Company's behest, pursuant to the Company's Articles of
Incorporation, Bylaws, directors and officers liability or other insurance
policies obtained by the Company, indemnification, advancement or similar
agreements or arrangements, resolutions of the Company's Board of Directors or
shareholders or applicable law. Correspondingly, the Company, all affiliated
corporations and their predecessors, subsidiaries, successors and assigns,
(collectively called the "Releasing Parties") voluntarily and knowingly FULLY
AND UNCONDITIONALLY RELEASE AND DISCHARGE XxXxxxxx from any and all claims the
Releasing Parties may have, or may ever have had as of the date of this
Settlement Agreement and Release, arising out of his purchase of the Initial
Series D Shares, his return of the Additional Series D Shares and the release of
any obligation for him to pay the Company for the Additional Series D Shares,
and all other claims or potential claims, whether in tort, contract, statute or
otherwise, and whether existing under local, state or federal law, against
XxXxxxxx relating thereto.
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5. The terms of this Release shall not in any way be construed as an
admission by the Company of any liability or wrongful conduct against XxXxxxxx
or any other person, but on the contrary, the Company specifically denies any
liability to or wrongful conduct toward XxXxxxxx or any of the Released Parties
and XxXxxxxx specifically denies any liability to or wrongful conduct toward the
Company or any of the Releasing Parties.
6. XxXxxxxx and the Company declare and represent that no promise,
inducement or agreement not herein expressed has been made, and that this
Settlement Agreement and Release contains the entire agreement between the
parties and that the terms of this Settlement Agreement and Release are
contractual, final and binding and are not a mere recital.
7. This Settlement Agreement and Release may be signed by the parties in
separate counterparts and will be as fully effective and binding as if all
signatures appeared in one document.
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THIS IS A RELEASE - READ CAREFULLY BEFORE SIGNING.
ALL PARTIES SHOULD CONSULT WITH AN ATTORNEY
PRIOR TO EXECUTING THIS RELEASE.
CAUTION - READ BEFORE SIGNING BELOW:
Both parties hereby certify that they have read the foregoing Settlement
Agreement and Release, understands that it is the party's choice whether or not
to enter into this Settlement Agreement and Release and states that the party's
decision to do so is VOLUNTARY AND MADE KNOWINGLY, WITH FULL KNOWLEDGE AND
UNDERSTANDING OF ITS CONTENTS.
DATED this 11th day of January, 2005.
/s/Xxxxxxxx X. XxXxxxxx
-----------------------------------------
Xxxxxxxx X. XxXxxxxx
ADVANCE DISPLAY TECHNOLOGIES, INC.
By:/s/Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, President
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