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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
considera
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