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SETTLEMENT AGREEMENT AND GENERAL RELEASE

Settlement Agreement

SETTLEMENT AGREEMENT AND GENERAL RELEASE | Document Parties: BIO SOLUTIONS MANUFACTURING, INC. You are currently viewing:
This Settlement Agreement involves

BIO SOLUTIONS MANUFACTURING, INC.

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Title: SETTLEMENT AGREEMENT AND GENERAL RELEASE
Governing Law: California     Date: 5/5/2009
Industry: Waste Management Services     Sector: Services

SETTLEMENT AGREEMENT AND GENERAL RELEASE, Parties: bio solutions manufacturing  inc.
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SETTLEMENT AGREEMENT AND GENERAL RELEASE

 

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE   (“ Agreement ”) is made and entered into as of April 30, 2009, by and among Pamela Becker, an individual (“ Becker ”), Arnold F. Sock, an individual ( “Sock” ), Sid Rosenblatt, an individual ( “Rosenblatt” ) and Kaplan, Kenegos & Kadin ( “Kaplan” , together with Sock, Rosenblatt and Becker, the “Becker Parties” and each individually a “Becker Party” ) and Bio Solutions Manufacturing, Inc., a Nevada corporation (the “ Company ”).  Becker, Sock, Rosenblatt Kaplan, and the Company are collectively referred to as the “ Parties ”.

 

RECITALS

 

WHEREAS , on or about November 27, 2007, Martin Becker and Sock (collectively, the “ Claimants ”) commenced an action against the Company in the Superior Court of California for the County of Los Angeles, Case No. BC381299 (the “ Action ”);

 

WHEREAS, Martin Becker died on December 14, 2008, and on March 31, 2009 the parties stipulated to allow Pamela Becker, as Martin Becker’s successor in interest to be substituted as a Claimant and the Superior Court of California approved the stipulation and Pamela Becker was substituted into the Action in  lieu of Martin Becker;

 

WHEREAS , in order to avoid any further costs, burdens, or distractions, and uncertainties of litigation, the Parties now desire, and through the execution of this Agreement, intend to dispose of and resolve fully and completely any and all disputes, claims, issues and differences between them, including, but not limited to , any and all actual or implied claims, demands or causes of action asserted by the Parties or which could have been asserted by or against the Parties in any action or proceeding in any legal, administrative or other forum whatsoever.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

Section 1.             Consideration .   The Parties shall exchange the following consideration:

 

1.1             Delivery of Shares .  Within 5 business days after execution of this Agreement, the Company will issue and deliver to the Becker Parties certificates representing 92,000 shares (the “ Shares ”) of the Company’s Series B Preferred Stock, which shares are convertible into shares of the Company’s common stock (the “Common Stock” ).  The Shares shall be issued and delivered as follows: 23,000 to Becker, 23,000 to Sock, 23,000 to Rosenblatt and 23,000 to Kaplan

 

1.2             Dismissal .  Concurrently herewith, the Claimants shall file with the Los Angeles Superior Court a Dismissal with Prejudice with respect to the Action, with the Court reserving jurisdiction to enforce this Settlement Agreement and will deliver a copy of the same to the Company.

 

 

 

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1.3             Rule 144 Opinions .  If any shares of the Common Stock deliverable under this Agreement upon conversion of the Series B Preferred Stock (the “Conversion Shares” ), or otherwise held by a Becker Party may be resold in the absence of an effective registration thereof under the Securities Act of 1933, as amended, pursuant to Rule 144, then upon the request by a a Becker Party and the delivery by the Becker Party of standard and customary forms and certifications, the Company shall deliver, at no cost to any Becker Party, an opinion of the Company’s counsel to that effect, acceptable to the Company’s transfer agent within five (5) business days of receipt of such request.

 

Section 2.            Termination of Agreement .   All rights, duties and obligations of the Parties, if any, under that certain Reorganization and Stock Purchase Agreement by and between Becker, Sock and the Company dated on or about February 1, 2004 and any documents related thereto (the “Reorganization Agreement” )   shall be immediately terminated upon execution of this Agreement.

 

Section 3.            Claimants’ Representations and Warranties .   To induce the Company to enter into this Agreement, the Becker Parties represent and warrant the following to the Company:

 

3.1             Existence and Power   Each Becker Party has adequate authority, power, and legal right to enter into, execute, deliver, and perform the terms of this Agreement and to consummate the transactions contemplated thereby.  The Agreement, upon its execution and delivery, will constitute a valid, legal, and binding obligation of each Becker Party, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditor’s rights.

 

3.2             Information on the Becker Parties .   Each Becker Party is, and will be at the time of any conversion of the Series B Preferred Stock, experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Becker Party to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed acceptance of the Company’s Series B Preferred Stock, which represents a speculative investment.  Each Becker Party has the authority and is duly and legally qualified to receive and own the Shares, and the Conversion Shares (collectively, the “Securities” ).  Each Becker Party is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

 

3.3             Receipt of Shares .  Each Becker Party has acquired the Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

 

 

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3.4             Compliance with Securities Act .  Each Becker Party understands and agrees that the Securities have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act of 1933, as amended (based in part on the accuracy of the representations and warranties of each Becker Party contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the Securities Act of 1933, as amended or any applicable state securities laws or is exempt from such registration.

 

3.5             Legend .   The Shares and the Conversion Shares shall bear the following or similar legend:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

3.6             Communication of Offer .  The offer to issue the Securities was directly communicated to each Becker Party by the Company.  At no time was any Becker Party presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

 

3.7             Restricted Securities .   Each Becker Party understands that the Securities have not been registered under the Securities Act of 1933, as amended, and no Becker Party will sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to a valid exemption from registration.

 

3.8             No Governmental Review .  Each Becker Party understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

 

 

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Section 4.            Release, Termination, and Waiver .

 

4.1            The Becker Parties on behalf of themselves and each of their respective agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through them, and all persons acting by, through, under or in concert with any of them (the “ Becker Releasing Parties ”) hereby irrevocably and unconditionally forever release, remise, acquit and discharge the Company, and its present, former or future agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (collectively, the “ Becker Released Parties ”) from and against any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever, arising from the beginning of the world through the date of this Agreement which each of the Becker Releasing Parties ever had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, against any of the Becker Released Parties (the “ Becker Released Claims ”).  This release shall not affect the rights of the Becker Partie


 
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