Sonic Jet Performance, Inc.
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX. 00000
(000) 000-0000
Sheik Xxxxxxxx Xx Xxxxxx
X.X. Xxx 0000
Xxxxxx 00000
Xxxxxxx of Saudi Arabia
Dear. Xx. Xxxxxx:
This letter memorializes the agreement between Sonic Jet Performance,
Inc. ("SJP" or the "Company") with respect to a Letter Agreement entered into
between SJP and you on June 15, 2001 (the "Letter Agreement") that settled
matters related to certain loan and other transactions you entered into with SJP
in November 1999 (the "Loan Transaction").
You and the entities you control currently collectively hold 3,297,097
shares of the Company's common stock (the "Current Holding"), or approximately
18% of the issued and outstanding shares. SJP has agreed that if at the time SJP
has received an aggregate of $500,000 in capital infusions, the Current Holding
(as adjusted for any stock splits, combinations, etc) constitutes less than 13%
of the Company's then issued and outstanding shares of common stock, SLP shall
issue you and the entities you control a number of shares of common stock which
together, when added to the Current Holding (as adjusted for any stock splits,
combinations, etc) equals 13% of the Company's common stock outstanding as of
the closing of the last capital infusion. In the event any such issuance is
required, the Company shall issue shares to you and the entities you control on
a pro rata basis, based on the percentage of your collective holdings of the
Company's common stock each of you and the entities you currently hold. The term
` capital infusion' includes the receipt by the Company of any money in exchange
for common stock, preferred stock, warrants and any securities convertible into
the foregoing.
In addition, you and the entities you control agree to immediately
release any UCC-1 or other liens or filings you or such entities have with
respect to the Company's assets, immediately upon the receipt by the Company of
the $500,000 in equity infusions.
In exchange for the foregoing, You and the entities you control have
agreed to release SJP from all claims related to the Letter Agreement, the Loan
Transaction and any other dealings between SJP, you and the entities you
control, which release is set forth below.
Each of you and the entities you control, for itself and its successors
and assigns, hereby releases, acquits and forever discharges SJP and its
officers, directors, managers, employees, representatives, subsidiaries,
affiliates, related entities, successors, and assigns, of and from any and all
claims, actions, charges, complaints, causes of action, rights, demands, debts,
damages, accountings, or other liabilities, of whatever nature, known or
unknown, which you or the entities you control may have against such persons or
entities based on any actions or events which occurred prior to the date of this
letter, including, but not limited to, those related to, or arising from, the
Letter Agreement, the Loan Transaction or any other agreements or transactions
entered into between the parties.
Each of you and the entities you control understands and agrees that
all rights under Section 1542 of the Civil Code of the State of California are
expressly waived by each of you and the entities you control and that each of
you and the entities you control does so understanding and acknowledging the
significance and consequences of such specific waiver. Such Section reads as
follows:
"A General Release does not extend to claims which a creditor
does not know or suspect to exist in his favor at the time of
executing the Release, which if known by him must have
materially affected his settlement with the debtor."
Each of you and the entities you control agrees to keep the terms and
existence of this letter agreement confidential. The Company, however, will have
the right to disclose the existence and terms of this agreement as required by
applicable securities or other laws.
Please acknowledge your agreement to these terms by countersigning the
letter below and returning it to me via facsimile at (000) 000-0000.
Sincerely,
Sd/_______________________
Xxxxxxx Xxx Xxxxxx
Chief Financial Officer
Agreed to by:
Sd/_________________________
Sheik Xxxxxxxx Xx Xxxxxx
