SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into by and between Boston Financial &
Equity Corporation ("BFEC") and Tanisys Technology, Inc. ("TTI").
WHEREAS, BFEC and TTI entered into that certain Master Lease Agreement No.
1299 dated as of March 4, 1999, which Master Lease Agreement controlled the
leasing of equipment from BFEC to TTI and in connection therewith Schedule No. 1
was executed on March 25, 1999, and Schedule No. 2 was executed on August 12,
1999, each schedule listing equipment leased pursuant thereto under the terms of
the Master Lease Agreement (herein all such equipment is referred to as the
"Equipment" and the Master Lease Agreement and the two schedules are referred to
as the "Lease"); and
WHEREAS, TTI has defaulted under the terms of the Lease and has requested
that BFEC sell the Equipment to Tanisys Operations, LP ("Purchaser") pursuant to
a Contract for Sale of Equipment of even date herewith; and
WHEREAS, BFEC has agreed to do so subject to the terms and conditions of
this Settlement Agreement.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the parties hereto agree as follows:
1. TTI agrees to pay $24,000.00 in cash to BFEC, which payment is to be
made by wire transfer per wiring instructions furnished by BFEC to TTI
as follows:
Bank Boston
Account No. 561-27775
ABA No. 000000000
and to execute a Promissory Note in the principal face amount of
$22,000.00 payable to BFEC in the form attached hereto as EXHIBIT A
and incorporated herein (the "Note").
2. TTI has requested and hereby requests that BFEC enter into the
Contract for Sale of Equipment with Purchaser and convey the Equipment
to Purchaser pursuant to the Contract for Sale of Equipment. TTI
agrees that the Lease has terminated and that all of its rights in or
to the Equipment have terminated as a result and agrees to execute any
and all documents necessary or appropriate to evidence the fact that
it no longer has any right, title, or interest in or to the Equipment
arising under or pursuant to the Lease or otherwise. TTI also agrees
to cooperate fully with Purchaser in turning over and locating the
Equipment and delivering and turning over the right to physical
possession of the Equipment to Purchaser and agrees to follow
Purchaser's instructions with respect thereto and agrees to execute
any documents that BFEC or Purchaser deem necessary or appropriate to
evidence its conveyance of the Equipment to Purchaser, including any
documents releasing or conveying any interest TTI might have in the
Equipment arising under or pursuant to the Lease or otherwise.
3. TTI, on behalf of itself, its successors and assigns and any person or
entity who might assert a claim by, through, or under it (collectively
herein the "TTI Releasors") agrees to release, acquit
1 of 3
and forever discharge and by these presents does hereby release,
acquit, and forever discharge BFEC, its successors, assigns,
officers, servants, agents, employees, and representatives
(collectively herein the "BFEC Releasees"), of, from and for any
and all claims, liabilities, obligations, and causes of action
whatsoever, whether past, present, or future, fixed or contingent,
known or unknown, whether direct, indirect, or derivative, whether
arising by law, in equity, or otherwise which the TTI Releasors now
have, or hereafter can, shall, or may have, against the BFEC
Releasees, by reason of, or relating to any matter, cause, or thing
whatever, from the beginning of time through the date of this
Release including without limitation any such claims arising out of
or pursuant to the terms of the Lease, or relating to any actions
which BFEC has taken or failed to take under the Lease or with
respect to the Equipment, or with respect to TTI's default under
the Lease, or relating to the acceleration of rents by BFEC under
the Lease, and any negotiations or discussions concerning the Lease
or the Equipment. This Release is intended to be a broad general
release of all claims but it does not release the parties from any
liabilities or obligations arising under or pursuant to the terms
of this Agreement.
4. BFEC, on behalf of itself, its successors and assigns and any person
or entity who might assert a claim by, through, or under it
(collectively the "BFEC Releasors") agrees except as set forth in
Paragraph 5 hereof to release, acquit, and forever discharge and by
these presents hereby release, acquit, and forever discharge TTI, and
its successors, assigns, officers, servants, agents, employees, and
representatives (collectively the "TTI Releasees") of, from, and for
any and all claims, liabilities, obligations, and causes of action
whatsoever, whether past, present, or future, fixed or contingent,
known or unknown, whether direct, indirect, or derivative, whether
arising by law, in equity, or otherwise, which the BFEC Releasors now
have or hereafter can, shall, or may have against the TTI Releasees
relating to any matter, cause or thing whatever, from the beginning of
time through the date of this Release including without limitation any
claims arising out of or related to the Lease and the Equipment and
any negotiations or discussions concerning the Lease or the Equipment.
This Release is intended to be a broad general release of all claims
but it does not release the parties from any liabilities or
obligations arising under or pursuant to the terms of this Agreement.
However, the release by BFEC of TTI as set forth in this paragraph 4
shall not become effective unless and until TTI has paid the Note in
full. If TTI defaults under the terms of the Note, TTI understands
and agrees that the release set forth in this paragraph 4 shall be
null and void but the release of TTI of BFEC set forth in paragraph 3
hereof shall remain in full force and effect. However, BFEC agrees
not to assert or pursue any claims it might have against TTI unless
and until TTI defaults under the terms of the Note. TTI agrees to
waive any claim that the rights and claims of BFEC against it which
would be released when and if the release in paragraph 4 becomes
effective shall not be barred by limitations as a result of BFEC's
forebearance in asserting such claims pursuant hereto.
5. Notwithstanding anything contained in Paragraph 4 to the contrary,
BFEC and TTI understand and agree that the release set forth in
Paragraph 4 shall not release or otherwise affect the rights of BFEC
arising under and pursuant to that certain Stock Purchase Warrant
Agreement dated March 10, 1999, pursuant to which TTI has granted BFEC
the right to purchase 75,000 fully paid shares of common stock for
$1.61 per share and the parties agree that BFEC's rights under that
agreement and any other rights of BFEC with respect to the acquisition
of stock in TTI shall survive the release in Paragraph 4 and remain in
full force and effect.
2 of 3
6. This Agreement and all the terms herein are binding upon, and inure to
the benefit of, the respective heirs, successors, assigns, and
personal representatives, as the case may be, of the parties hereto.
7. This Agreement shall be governed by, construed, and interpreted, and
the rights of the parties determined in accordance with, the laws of
the Commonwealth of Massachusetts.
8. This Agreement constitutes the full, complete, and final statement of
the agreement of the parties as to all terms, conditions, and
understandings relating to this Agreement and supersedes and preempts
any prior agreements, both oral and written.
9. This Agreement may be executed in counterparts, each of which shall
constitute an original but all of which, when taken together, shall
constitute a single agreement.
10. The effective date of this Agreement is December 9 , 1999.
Tanisys Technology, Inc. BOSTON FINANCIAL & EQUITY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
------------------------- -------------------------
Title Pres. & CEO Title President
------------------------- --------------------------
3 of 3
