Exhibit 10.44
SETTLEMENT AGREEMENT AND
MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General
Release (hereinafter, the “Agreement”) is made and
entered into as of August 27, 2008 by and between La Jolla Cove
Investors, Inc., a California corporation (“LJCI”),
Material Technologies, Inc., a Delaware corporation (the
“Company”), Robert A. Brunette
(“Brunette”), Hassel (Bud) Hill, Jr.
(“Hill”) and Barry Mitchell (“Mitchell,”
together with Brunette and Hill, the “Sellers,” and
individually a “Seller”). LJCI, the Company,
Brunette, Hill and Mitchell will sometimes be referred to
individually as a “Party” and collectively as the
“Parties” throughout this Agreement.
RECITALS
A. WHEREAS,
LJCI and the Sellers entered into that certain Stock Sale Agreement
dated as of March 29, 2006, as amended (the “Sale
Agreement”);
B. WHEREAS,
LJCI currently owes to the Sellers $50,000 (the “Outstanding
Stock Payment”) under the terms of the Sale
Agreement;
C. WHEREAS,
LJCI and the Company are parties to that certain Securities
Purchase Agreement dated as of May 30, 2006 (the “Purchase
Agreement”);
D. WHEREAS,
LJCI and the Company are also parties to that certain Warrant to
Purchase Common Stock issued as of May 30, 2006, as amended by that
certain Addendum to Warrant to Purchase Common Stock dated as of
June 9, 2006 (the “Addendum”) (collectively, the
“Warrant”, together with the Purchase Agreement, the
“Transaction Documents”);
E. WHEREAS,
LJCI advanced an aggregate of $50,000 (the “Warrant
Payment”) to the Company under the Transaction Documents, the
entire portion of which remains outstanding;
F. WHEREAS,
a dispute has arisen regarding the disposition of the Outstanding
Stock Payment and the Warrant Payment; and
G. WHEREAS,
the Parties now wish to reach a final resolution of the
obligations, rights and duties between them.
NOW, THEREFORE, in consideration of the mutual
promises made herein, the Parties agree as follows:
AGREEMENT
1.
Recitals : The Recitals set forth above are an
integral part of this Agreement, and shall be used in any
interpretation of this Agreement.
2.
Consideration : As satisfaction of the
obligations remaining between the Parties under the Sale Agreement,
the Transaction Documents and related transactions and in exchange
for the releases granted herein, the Sellers hereby jointly and
severally unconditionally, and
without representation or warranty, relinquish
and terminate any claim, right, title and interest to the
Outstanding Stock Payment or any other claim, right, title or
interest whatsoever pursuant to the Sale Agreement and related
transactions and LJCI hereby unconditionally, and without
representation or warranty, relinquishes and terminates any claim,
right, title and interest to the Warrant Payment or any other
claim, right, title or interest whatsoever pursuant to the Sale
Agreement, Transaction Documents, and related
transactions.
3.
Mutual Releases:
(a) Effective
upon execution of this Agreement and except as to obligations
created herein, LJCI, for itself and its past and present
shareholders, officers, employees, predecessors-in-interest,
successors in-interest, assigns, administrators, parent company,
sister-company, and representatives, hereby fully releases,
remises, acquits and forever discharges each Seller, each of such
Seller’s predecessors, assigns, heirs, executors,
administrators and representatives, from any and all claims,
demands, actions, losses, judgments, debts, covenants, executions,
liabilities, obligations and expenses of any kind or nature arising
out of any acts, omissions, liabilities, transactions, transfers,
happenings, violations, promises, facts or circumstances arising
out of, related to or described in the Sale Agreement, the
Transaction Documents and the underlying related transactions,
whether or not now known or suspected or claimed, whether in law,
admiralty, arbitration, administrative, equity or otherwise, and
whether accrued or hereafter maturing.
(b) Effective
upon execution of this Agreement and except as to obligations
created herein, LJCI, for itself and its past and present
shareholders, officers, employees, predecessors-in-interest,
successors in-interest, assigns, administrators, parent company,
sister-company, and representatives, hereby fully releases,
remises, acquits and forever discharges the Company, and its
affiliates, predecessors and successors, together with its past and
present officers, directors, shareholders, representatives,
employees, consultants, attorneys, fiduciaries, and assigns, from
any and all claims, demands, actions, losses, judgments, debts,
covenants, executions, liabilities, obligations and expenses of any
kind or nature arising out of any acts, omissions, liabilities,
transactions, transfers, happenings, violations, promises, facts or
circumstances arising out of, related to or described in the Sale
Agreement, the Transaction Documents and the underlying related
transactions, whether or not now known or suspected or claimed,
whether in law, admiralty, arbitration, administrative, equity or
otherwise, and whether accrued or hereafter maturing.
(c) Effective
upon execution of this Agreement and except as to obligations
created herein, each of the Sellers, for themselves and their
respective predecessors, assigns, heirs, executors, administrators
and representatives, hereby fully releases, remises, acquits and
forever discharges LJCI and its affiliates, predecessors and
successors, together with its past and present officers, directors,
shareholders, representatives, employees, consultants, attorneys,
fiduciaries, and assigns from any and all claims, demands, actions,
losses, judgments, debts, covenants, executions, liabilities,
obligations and expenses of any kind or nature arising out of any
acts, omissions, liabilities, transactions, transfers, happenings,
violations, promises, facts or circumstances arising out of,
related to or described in the Sale Agreement, the Transaction
Documents and the underlying related transactions, whether or not
now known or suspected or
claimed, whether in law, admiralty, arbitration,
administrative, equity or otherwise, and whether accrued or
hereafter maturing.
(d)
Effective upon execution of this Agreement and
except as to obligations created herein, the Company, for itself
and its past and present shareholders, officers, employees,
predecessors-in-interest, successors in-interest, assigns,
administrators, parent company, sister-company, and
representatives, hereby fully releases, remises, acquits and
forever discharges LJCI and its affiliates, predecessors and
successors, together with its past and present officers, directors,
shareholders, representatives, employees, consultants, attorneys,
fiduciaries, and assigns, from any and all claims, demands,
actions, losses, judgments, debts, covenants, executions,
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