SETTLEMENT AGREEMENT AND RELEASERelease Agreement |
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SETTLEMENT
AGREEMENT AND RELEASE
This
Settlement Agreement and Release (the “Agreement”), dated as of August 22, 2007,
is made by and between Power3 Medical Products, Inc., a New York corporation
(“Power3”) and DKR SoundShore Oasis Holding Fund Ltd. (“DKR”).
WHEREAS,
Power3
issued to DKR convertible debentures in the amount of $50,000 on October 28,
2004 (the “Debenture”) (the Debenture, as well as all related documentation
thereto, shall collectively be referred to as the “Transaction
Documents”);
WHEREAS,
Power3
desires to issue, and DKR desires to accept, Five Hundred Eighty Eight Thousand
Two Hundred Thirty Five (588,235) shares of Power3’s common stock in full
satisfaction of all principal, interest, damages, including liquidated damages,
and all obligations arising from the Transaction Documents;
WHEREAS,
Power3
agrees to reduce the exercise price on all warrants issued under the Transaction
Documents (the “Warrants”) to $0.19, and DKR accepts such price reduction, on
condition that all provisions relating to cashless exercise of the Warrants
be
voided under the Transaction Documents.
NOW,
THEREFORE,
in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented
to
and agreed by and among Power3 and DKR as follows:
1. Power3
shall issue an aggregate of Five Hundred Eighty Eight Thousand Two Hundred
Thirty Five (588,235) shares of common stock (the “Shares”) to DKR in full
satisfaction of the Transaction Documents and all obligations arising pursuant
to the Transaction Documents. Upon issuance of the Shares, DKR shall return,
via
overnight delivery, the original Debenture to Power3. The Shares shall initially
contain a restrictive legend. Power3 shall cause the restrictive legend to
be
removed immediately upon DKR providing Power3 (or its attorneys) with an
appropriate Seller’s representation letter and other necessary documentation.
Power3 acknowledges receipt of such documentation provided by Seller and will
cause such legend to be removed.
2. In
consideration of the foregoing, DKR releases and discharges Power3, Power3’s
officers, directors, principals, control persons, past and present employees,
insurers, successors, and assigns (“Power3 Parties”) from all actions, cause of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, which against Power3 Parties
ever had, now have or hereafter can, shall or may, have for, upon, or by reason
of any matter, cause or thing whatsoever, whether or not known or unknown,
from
the beginning of the world to the day of the date of this Release arising under
the Transaction Documents.
3. In
consideration of the foregoing, Power3 releases and discharges DKR, DKR’s
officers, directors, principals, control persons, past and present employees,
insurers, successors, and assigns (“DKR Parties”) from all actions, cause of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, which against DKR Parties
ever
had, now have or hereafter can, shall or may, have for, upon, or by reason
of
any matter, cause or thing whatsoever, whether or not known or unknown, from
the
beginning of the world to the day of the date of this Release arising under
the
Transaction Documents.
4. Disclosure.
Power3
agrees to file a Current Report on Form 8-K within 4 days following the date
hereof, which shall disclose the material terms of this Agreement.
5. All
parties
