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SUPPLEMENTAL SETTLEMENT AGREEMENT AND GENERAL RELEASE

Settlement Agreement

SUPPLEMENTAL SETTLEMENT AGREEMENT AND GENERAL RELEASE | Document Parties: IPEX, INC You are currently viewing:
This Settlement Agreement involves

IPEX, INC

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Title: SUPPLEMENTAL SETTLEMENT AGREEMENT AND GENERAL RELEASE
Governing Law: California     Date: 9/27/2005

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              SUPPLEMENTAL SETTLEMENT AGREEMENT AND GENERAL RELEASE

 

      This Supplemental Settlement Agreement and Release (the "Agreement") is

dated September 1, 2005 and is made by and between IPEX, Inc. (the "Company")

and Edward Sullivan ("Sullivan"), and supercedes a prior Settlement Agreement

and Release dated August 19, 2005 between the same parties (the "Prior

Agreement") as follows:

 

      WHEREAS, a dispute arose between the Company and Sullivan concerning

certain monies that Sullivan alleged were owed to him by the Company (the

"Dispute"); and

 

      WHEREAS, the parties had entered into the Prior-Agreement to resolves such

disputes, but an issue arose concerning the issuance of a Rule 144 opinion in

connection with stock that was the subject thereof; and

 

      WHEREAS, the parties to this Agreement wish to resolve the pending dispute

and the resolution of the issue arising under the Prior-Agreement without

resulting to costly and distracting litigation; and

 

      WHEREAS, this Agreement is a settlement of disputed claims and does not

constitute an admission of wrongdoing of any kind;

 

      NOW THEREFORE, in consideration of the promises contained herein and for

other good and valuable consideration, the adequacy and receipt of which is

hereby acknowledged, the parties hereto agree as follows:

 

      1. The Company shall pay Sullivan the total sum of Forty-Nine Thousand

Dollars and No Cents ($49,000.00) (the "Payment") upon the execution hereof.

This payment reflects the balance of the monies owed to Sullivan under the

Prior-Agreement in the amount of Forth-Five Thousand Dollars ($45,000), together

with Three Thousand Dollars ($3,000) to compensate Sullivan for his attendance

at Board of Directors Meetings and One Thousand Dollars ($1,000) to compensate

Sullivan for his legal fees incurred with the issue arising under the Prior

Agreement. The parties acknowledge that Sullivan received in July 2005, the sum

of Forty Thousand Dollars ($40,000) and in August 2005, the sum of

Thirty-Thousand Dollars ($30,000) and the total settlement is $115,000,

exclusive of the aforementioned Board of Directors' Fees and legal fees.

 

      2. On February 20, 2004, the Company, through a predecessor company,

issued to Sullivan 218,000 shares of common stock (the "Shares"). Sullivan and

the Company executed a Lock-Up Agreement in February 2005, whereby Sullivan

agreed not to sell the Shares for a period of one year. The parties hereto waive

the provisions of the Lock-Up Agreement in its entirety and such agreement shall

be null and void. Sullivan acknowledges that he has received the stock

certificate for the Shares. At any time after the date hereof, if the Company

shall determine to register for its own account or the account of others under

the Securities Act of 1933, as amended, any of its equity securities, the

Company shall include in such registration statement the Shares. This

"piggy-back" registration right shall not apply to an offering of equity

securities registered on Form S-4 or S-8 (or their then equivalent forms)

relating to securities to be issued solely in connection with an acquisition of

any entity or business or securities issuable in connection with a stock option

or other employee benefit plan.

 

 

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       3. Within 24 hours of the receipt of the Payment, Sullivan shall

immediately tender his written resignation from the Board of Directors of the

Company, effective immediately, to the Company.

 

      4. Upon receipt of the Payment, Sullivan agrees to release and discharge

IPEX, Inc., and the Company agrees to release and discharge Sullivan, and each

of their respective heirs, executors, administrators, parent company, holding

company, subsidiaries, successors, officers, directors, principals, control

persons, past and present employees, insurers, and assigns (the "Releasees")

from all actions, causes of action, suits, debts, dues, sums of money, accounts,

reckonings, controversies, agreements, promises, damages, judgments, claims and

demands whatsoever, in law or equity, against the above-named Releasees which

Sullivan or the Company, as the case may be, and their heirs, executors,

successors and assigns ever had, now have or hereafter can, shall or may have,

for, upon or by reason of any matter, cause or thing whatsoever from the

beginning of the world to the date of this Agreement; provided however the

parties hereto realize that paragraph "4" does not apply to Wolfgang Grabher.

With respect to the release contained herein, it is acknowledged and admitted by

Sullivan that he has been informed of the provisions of Section 1542 of the

Civil Code of the State of California, and does hereby expressly waive and

relinquish all rights and benefits which he has or may have under said Section,

or any comparable law under any other jurisdiction. Said section reads as

follows:

 

      "A general release does not extend to claims which the creditors 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."

 

      5. Sullivan and IPEX understand and agree that this Agreement, including

the facts and circumstances underlying the dispute that gave rise to this

Agreement, shall forever be deemed confidential. Except as required under the

statutes, rules or regulations of any federal or state government, government

agency, self-regulatory organization or court of competent jurisdiction,

Sullivan and IPEX shall not disclose or divulge to other


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