Exhibit 10.15
SETTLEMENT AGREEMENT
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This Settlement Agreement ("AGREEMENT") is by and between Xxxxxx X. Xxxxxx
("XXXXXX") and UltraStrip Systems, Inc. ("USSI").
RECITATIONS
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WHEREAS, USSI has executed and delivered to Xxxxxx a Senior Promissory Note and
a Security Agreement each dated October 19th, 2001, in the principal amount of
$862,069 (collectively the "FIRST NOTE"); and
WHEREAS, USSI has executed and delivered to Xxxxxx a Promissory Note dated
December 9, 2002, in the principal amount of $118,650 (the "SECOND NOTE"); and
WHEREAS, on or about September 7, 2003, the First Note and Second Note where
combined in a single note (the "COMBINED NOTE") wherein the parties agreed to a
combined principal balance of $1,125,000; and
WHEREAS, the Combined Note matured in March 2004 but has still not been
satisfied; and
WHEREAS, both Xxxxxx and USSI desire to amicably resolve all matters concerning
the outstanding obligations under the Combined Note pursuant to the terms and
conditions of this Settlement Agreement and in accordance with the PROMISSORY
NOTE MODIFICATION AND EXTENSION AGREEMENT, a copy of which is attached hereto as
EXHIBIT "A."
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties mutually agree as follows:
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COVENANTS
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1. USSI shall timely remit all payments due in connection with the PROMISSORY
NOTE MODIFICATION AND EXTENSION AGREEMENT (hereinafter the "NOTE"). All
payments shall be delivered to Xxxxxx' attention at Xxxxx Brothers
Xxxxxxxx & Co., 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at
such other place as Xxxxxx may, from time to time, designate in writing.
Furthermore, all payments made by USSI to Xxxxxx shall first be applied to
reduce the principal balance of the Note and thereafter be applied to
accrued interest.
2. USSI shall, upon full execution of this Agreement, pay to Xxxxxx the total
sum of $56,400 representing principal installment payments of $25,000 for
the months of August and September 2005, together with a one-time payment
of Xxxxxx' attorney's fees in the amount $6,400.
3. Commencing December 15, 2005, USSI shall make monthly principal
installment payments to Xxxxxx in the sum $25,000. Subsequent monthly
installments shall be made on the 15th of each successive month through
and including January 15, 2006. Thereafter, USSI shall make a balloon
payment of $550,000 to Xxxxxx on February 15, 2006. (The "FIRST BALLOON
PAYMENT"). Each of the foregoing installment payments and the First
Balloon Payment shall be applied toward the principal balance due under
the Note. In the event that USSI defaults by failing to timely remit any
of the installment payments and/or the First Balloon Payment and fails to
cure such default as provided in paragraph 5 below, then all payments due
under the Note through and including the First Balloon Payment due in
February 2006 shall accelerate and become immediately due and payable to
Xxxxxx.
4. Upon payment of all sums due, through and including the First Balloon
Payment due in February 2006, USSI shall not be required to make any
further monthly installment payments. Instead, all remaining principal and
interest due under the Note shall become due and payable to Xxxxxx on
August 31, 2006 (the "SECOND BALLOON PAYMENT"). In the event that USSI
defaults by failing to timely remit the Second Balloon Payment and fails
to cure such default as provided in paragraph 5 below, then all payments
due under the Note through and including the Second Balloon Payment due in
August 2006 shall accelerate and become immediately due and payable to
Xxxxxx.
5. In the event that USSI defaults by failing to timely deliver payment in
good funds as due hereunder then Xxxxxx shall, as a condition precedent to
collection, provide USSI with written notice of default by serving USSI
and USSI's counsel, Xxxx X. Xxxxxx, PA, with written
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notice via facsimile, after which USSI shall have ten (10) business days
within which to cure the default by delivering payment in full to Xxxxxx
and/or hand-delivering payment to Xxxxxx' counsel, Xxxxx X. Xxxxxx, PA In
the event that a prospective default is not timely cured then Xxxxxx shall
be entitled to file with the Court an affidavit of default, together with
a verified motion setting forth the facts and circumstances of the default
and providing a calculation of the remaining balance due, upon which
Xxxxxx shall be entitled to seek immediate entry of a judgment for the
remaining amount due through the date of the judgment, less any payments
made prior to the entry of the judgment. In the event that Xxxxxx properly
moves for entry of a judgment after default and in accordance with this
Agreement then USSI shall be deemed to have waived all defenses as to
liability except for timely payment hereunder.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. The proper venue for any dispute arising out
of this Agreement shall be brought in the Circuit Court for Palm Beach
County, Florida.
7. This Agreement shall supersede all prior agreements and understandings
between the parties and no waiver or modifications of this Agreement, or
any covenant, condition or limitation herein shall be valid unless in
writing and duly executed by the both parties. In the event of a conflict
between the provisions of this Agreement and any other agreement or
writing, including, but not limited to the terms of the Note, this
Agreement shall control and govern the rights and remedies of the parties.
8. In making this Agreement it is understood and agreed that both Xxxxxx and
USSI relied wholly upon there own judgment, the judgment of their agents
and attorneys and upon the recitations and covenants contained herein.
Each person signing this Agreement hereby represents and warrants his or
her full authorization to do so on behalf of the entity for which he or
she is signing, and that neither has assigned any claim or claims against
the other to any third party. Further, both Xxxxxx and USSI represent and
warrant that this Agreement is signed freely, voluntarily and not under
any undue pressure or duress of any kind.
9. No term or condition of this Agreement shall be more strictly or narrowly
construed for or against any other party simply because one of the parties
acted as scribe in preparing this document.
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10. All notices which maybe necessary or proper for either party to give or
deliver to the other party shall be sent in a manner providing for proof
of delivery and shall be deemed given when received. If given to USSI
notice shall be addressed to:
ULTRASTRIP SYSTEMS, INC.
0000 XX Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000-0000
Facsimile: 000-000-0000
with a copy to:
XXXX X. XXXXXX, PA
Schoeppl and Xxxxx, PA
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000-0000
FACSIMILE: 561-394-3121
and if given to Xxxxxx, notice shall be addressed to:
XXXXXX X. XXXXXX
Xxxxx Brothers Xxxxxxxx & Co.
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
with a copy to:
XXXXX X. XXXXXX, ESQ.
Xxxxx X. Xxxxxx PA
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
FACSIMILE: 000-000-0000
11. The waiver or modification of any term or condition or the failure to
insist on the strict performance of any term or condition in this
Agreement shall not void, waive or modify any other terms or condition nor
be construed as a waiver or relinquishment of the right to performance of
any other terms or conditions in this Agreement. If any provision or part
of this Agreement shall be declared illegal, void or unenforceable, it is
agreed that the unenforceable provision shall be rewritten in a manner
that best serves the mutual intention
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of the parties and promote the enforceability of this Agreement and all
other provisions shall continue in full force and effect.
WHEREFORE, the parties do hereby accept and agree to the terms and conditions of
this Agreement.
SIGNED:
XXXXXX X. XXXXXX ULTRA STRIP SYSTEMS, INC.
By: __________________________________ By: ________________________________
Dated: _______________________________ Print Name: ________________________
Print Title: _______________________
Dated: _____________________________
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