EXHIBIT 99.4
AGREEMENT OF SETTLEMENT ON STIPULATED JUDGMENT
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This Agreement of Settlement on Stipulated Judgment
("Agreement") is made and entered into this 29th day of August, 2003 ("Effective
Date"), by and between RESEARCH VENTURE, LLC (hereinafter "Research" or
"Plaintiff"), on the one hand, and SSP SOLUTIONS, INC. (hereinafter "SSP" or
"Defendant"), on the other hand.
RECITALS:
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1. On or about October 23, 2002, Research and SSP entered into
that certain STIPULATION FOR ENTRY OF JUDGMENT ("Stipulation") in the case
styled RESEARCH VENTURE, LLC V. SSP SOLUTIONS, INC., ET AL, in the Orange County
Superior Court bearing Case No. 02CC10109 (consolidated with Case No.
02CC10111)(the "Action"). On December 18, 2002, SSP filed a registration
statement on Form S-3 (the "Registration Statement" with the Securities and
Exchange Commission (the "SEC") covering the resale of the Old Shares (as
hereinafter defined).
2. Pursuant to the Stipulation, on or about August 11, 2003,
the Court entered Judgment in the Action in favor of Research against SSP (the
"Judgment").
3. The parties hereto, in entering into this Agreement, desire
to resolve any and all issues between them, including, but not limited to, any
issues with respect to the Judgment, except such rights, obligations, duties
and/or liabilities as may be created by this Agreement.
NOW, THEREFORE, in furtherance of the Recitals above, and
pursuant to the terms, covenants and conditions hereinafter, the parties agree
as follows:
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AGREEMENT:
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1. On or before 2:00 p.m. Eastern Standard Time, Friday,
August 29, 2003, SSP shall deliver to Research the following (the "August 29th
Deliveries"):
(a) 1,056,242 shares of common stock of SSP ("Old
Shares), which shall be duly authorized, validly issued, fully paid and
nonassessable. The Old Shares are represented by the following stock
certificates, delivery of which is hereby acknowledged by Research:
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CERTIFICATE NUMBER NUMBER OF SHARES
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S0107 959,323
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S0119 4,615
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S0118 11,538
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S0140 11,538
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S0144 11,538
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S0152 11,538
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S0163 11,538
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S0167 11,538
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S0169 11,538
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S0181 11,538
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TOTAL: 1,056,242
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(b) The sum of $865,000.00, delivered by wire
transfer in immediately available United States funds, in accordance with the
instructions attached hereto marked as Exhibit "A".
(c) A stock certificate representing 414,450 shares
of common stock of SSP ("New Shares") representing the sum of $373,005.00
calculated at a per share price of $0.90. The New Shares shall be duly
authorized, validly issued, fully paid and nonassessable.
(d) Duly executed Lease Surrender and Termination
Agreement for the real property located at 0000 Xxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxx, a copy of which is attached hereto marked as Exhibit "B".
(e) Duly executed Amended Stipulation for Entry of
Judgment, a copy of which is attached hereto marked as Exhibit "C".
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2. In the event SSP fails to timely make any of the August
29th Deliveries to Research as and when required herein, time being of the
essence, this Agreement and all exhibits shall be automatically void and of no
force or effect, without any further act whatsoever on the part of Research, or
any party hereto, and the parties hereto acknowledge and agree that each party
shall be in the position said party was prior to this Agreement and shall have
any and all rights, claims and/or obligations that existed prior to this
Agreement.
3. Simultaneously with SSP's August 29th Deliveries, Research
shall deliver to SSP the original of the Note, a copy of which is attached
hereto marked as Exhibit "D", marked cancelled.
4. Within two (2) business days of SSP's delivery of the
money, stock, and documents described in paragraph 1 of this Agreement, Research
shall deliver to SSP a Stipulation to Vacate Judgment, executed by Research's
counsel, in the form attached as Exhibit "E". SSP shall cause the fully executed
Stipulation to Vacate Judgment to be filed with the Court. In the event the
Court fails or refuses to enter an order vacating the Judgment as requested,
Research and SSP and their respective counsel agree to work cooperatively, in
good faith, and as expeditiously as possible to effectuate the intent of this
Agreement and to effectuate such reasonable alternative procedure as the Court
may order.
5. Except for the obligations under this Agreement, including
any Exhibit hereto, Research and SSP hereby release and forever discharge one
another and their respective assignees, transferees, principals, partners,
officers, directors, employees, servants, subsidiaries, parents, successors,
agents, attorneys and representatives, from any and all claims, demands,
damages, debts, liabilities, obligations, contracts, agreements, causes of
action, suits and costs, of whatever nature, character or description, whether
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known or unknown, anticipated or unanticipated, which they may have or may
hereafter have or claim to have against one another by reason of any matter or
omission arising from any cause whatsoever prior to the Effective Date of this
Agreement, including, but not limited to, any of the matters which arise out of,
directly or indirectly, or are in any way connected with or mentioned in (i) the
Action; or (ii) any matter referred to in Paragraph 1 herein.
Except as expressly set forth in this Agreement, it
is the intention of the parties in executing this Agreement that this Agreement
shall be effective as a full and final accord and satisfaction and general
release from any and all matters released hereunder. In furtherance of this
intention, the parties acknowledge that each is familiar with Section 1542 of
the California Civil Code, which provides as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which is
known by him must have materially affected his
settlement with the debtor."
The parties do hereby waive and relinquish all rights
and benefits which each has or may have had under Section 1542 of the California
Civil Code with respect to the subject matter of this Agreement. It is
understood by the parties that if the facts or law with respect to which the
foregoing general release is given hereafter turn out to be other than or
different from the facts or law in that connection not known to be or believed
by either party to be true, then each party hereto expressly assumes the risk of
the facts or law turning out to be so different, and agrees that the foregoing
release shall be in all respects effective and not subject to termination or
rescission based upon differences in facts or law.
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6. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original Agreement, and all of which shall
constitute one agreement to be effective as of the Effective Date.
DATED: August 29, 2003 RESEARCH VENTURE, LLC, a limited liability
company
By: /S/ XXXX X. XXXXXXX
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Its: MEMBER/MANAGER
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DATED: August 29, 2003 SSP SOLUTIONS, INC., a Delaware corporation,
formerly known as LITRONIC INC.
By: /S/ XXXXXX X. XXXXXX
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Its: CFO
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APPROVED AS FORM:
DUBIA, ERICKSON, XXXXXXXXX & XXXXX, LLP
By: /S/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Attorneys for Plaintiff Research Venture
XXXXX & XXXXXX, LLP
By: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Attorneys for Defendant SSP Solutions, Inc.
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