EXHIBIT 10.1
SETTLEMENT CLOSING AGREEMENT
This SETTLEMENT CLOSING AGREEMENT (this "Agreement") is dated this 12th day
of October, 2001, and is executed among Teltronics, Inc., a Delaware corporation
("Teltronics") and Interactive Solutions, Inc. ("Plaintiffs") and Xxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxx, Intelliworxx, Inc., a Florida corporation
("Intelliworxx") and Wavelogic, Inc. ("Defendants"), collectively referred to
herein as the "Parties."
1. Plaintiffs have sued Defendants for damages as alleged in their
complaint in a lawsuit filed in the United States District Court, Middle
District of Florida, Tampa Division, Case No. 98-CIV-1392-T-23B (the "Lawsuit").
2. The Parties have entered into a Settlement Agreement dated December 21,
2000 as amended and restated May 21, 2001 (the "Settlement Agreement").
3. Pursuant to the Settlement Agreement, certain sums were due from Jonas
and Intelliworxx which were to be represented by promissory notes.
4. As of the date of this Agreement, Intelliworxx has deposited $38,949 in
the attorney trust account (the "Trust Account") maintained by Johnson, Blakely,
Pope, Bokor, Xxxxxx & Xxxxx, P.A., Plaintiff's counsel ("Xxxxxxx Xxxxxxx").
5. Jonas has deposited $22,500 in the Trust Account.
6. The parties wish to document and effectuate the transaction described in
the Settlement Agreement.
NOW THEREFORE, for good and valuable consideration, the Parties, intending
to be legally bound, agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized terms
have the meanings assigned to them in the Settlement Agreement.
2. Closing. The closing of the transaction contemplated in the Settlement
Agreement (the "Closing") will take place at the offices of Xxxxxxx Xxxxxxx, 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx at 1:00 p.m. New York time on October 8,
2001 (and may be by delivery of documents by overnight courier).
3. Deliveries by the Parties at Closing. At the Closing, the following
instruments, agreements and documents shall be executed and delivered:
(a) Jonas shall deliver to Teltronics:
(i) a promissory note in the principal amount of $10,500 in the form
annexed hereto as Exhibit A (the "Jonas Note");
(ii) instructions to Xxxxxxx Xxxxxxx to release the sun of $22,500 to
Teltronics on their behalf to be applied as follows: (A) $12,000
to satisfy Jonas obligations pursuant to Section 2.5(b) of the
Agreement and (B) $10,500 to satisfy the Jonas Note;
(iii) an executed Non-Recourse Guaranty, executed in December, 2000,
in the form annexed thereto as Exhibit B (the "Guaranty");
(iv) an executed Pledge and Security Agreement, executed in December,
2000, in the form annexed hereto as Exhibit C (the "Security
Agreement").
(b) Intelliworxx shall deliver to Teltronics:
(i) promissory notes in the principal amounts of $52,500 and
$700,000, in the forms annexed hereto as Exhibit D and E,
respectively (the "Intelliworxx Notes");
(ii) an executed Escrow Agreement in the form annexed hereto as
Exhibit F (the "Escrow Agreement");
(iii) an executed Registration Rights Agreement in the form annexed
hereto as Exhibit G (the "RR Agreement");
(iv) instruction to Xxxxxxx Xxxxxxx to release the sum of $38,949 to
Teltronics to be applied as follows: (A) $7,500 representing the
first payment of the promissory note annexed hereto as Exhibit D;
and $31,449 representing the first payment of the promissory note
annexed hereto as Exhibit E.
(c) Intelliworxx shall deliver a stock certificate representing 570,000
shares of its common stock to the Escrow Agent named in the Escrow
Agreement.
(d) Xxxxxx shall deliver to Teltronics:
(i) an executed Guaranty; and
(ii) an executed Security Agreement.
(e) Teltronics shall deliver to Intelliworxx duly executed:
(i) Guaranty;
(ii) Security Agreement:
(iii) Escrow Agreement;
(iv) RR Agreement
(v) the Jonas Note, marked "Cancelled"; and
(vi) a letter of forbearance in form and substance acceptable to
Teltronics and Intelliworxx which details the manner in which
Intelliworxx will make the September 1 and October 1, 2001
payments due on the Intelliworxx Notes.
4. Effect of Xxxxxx' Absence. The parties, other than Xxxxxx, acknowledge
that Xxxxxx may not cooperate in the modification of the Settlement Agreement
and the execution of the above-described documents. Intelliworxx agrees to use
its reasonable best effort to encourage Xxxxxx' participation. In the event
Xxxxxx does not participate:
(a) The Guaranty and Security Agreement executed by Xxxxxx, Xxxxx and
Teltronics shall be released to Teltronics, together with the certificates
representing 425,000 shares of Intelliworxx's commons stock registered in
Xxxxxx' name; and
(b) The terms of the Settlement Agreement and this Agreement shall be
binding upon the respective signatories. Jonas and Xxxxxx respective signatures
below shall signify their reaffirmation of the execution of the Guaranty and
Security Agreement.
5. Effect of Original Agreement: Except as supplemented and amended by this
Agreement and such conforming changes as necessary to reflect the modification
herein, all of the provisions of the original agreements shall remain in full
force and effect from and after the effective date of this Agreement.
6. Execution. Each person who signs this Agreement on behalf of a corporate
entity represents and warrants that he has full and complete authority to
execute this Agreement on behalf of such entity. Each party shall bear the fees
and expenses of its counsel and its own out-of-pocket costs in connection with
the Action and this Agreement.
7. Captions. The captions appearing in this Agreement are for convenience
only, and shall have effect on the construction or interpretation of this
Agreement.
8. Facsimile Signatures. Facsimile copies of signatures shall be deemed
original signatures, and this Agreement may be executed in counter-part.
[SIGNATURE PAGE FOLLOWS]
Intelliworxx, Inc. Teltronics, Inc.
By: By:
Name: /s/ Xxxxxxxxxxx X. Xxxxx Name: /s/ Xxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxx, CFO Xxxx X. Xxxxxxx, President
Interactive Solutions, Inc. Wavelogic, Inc.
By: By:
Name: / s/ Xxxx X. Xxxxxxx Name: /s/ Xxxxx X. Xxxxxx
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Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
