EXHIBIT 10(zz)
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AGREEMENT herein ("Settlement") is made this 12th day of
August, 1998 by and between COMPUTERIZED THERMAL IMAGING, INC. (hereinafter
"Investor").
WHEREAS, the parties to this Agreement wish to settle and compromise all
claims of the parties hereto regarding the purchase of debentures of CTI made by
the Investors thereto, without admitting liability of wrongdoing on the part of
any party hereto.
THEREFORE, in consideration of the mutual promises herein provided, the
parties to this Agreement hereby agree as follows:
1. ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ shall hold in
escrow a CTI 12% Series A Senior Subordinated Convertible Redeemable Debenture
[INTENTIONALLY REDACTED. INFORMATION IS THE SUBJECT OF A PENDING CONFIDENTIAL
TREATMENT REQUEST.] issued to A.M.H.C. WEHNEIJER DE ASFILIATE, B.V.
(collectively "Debentures"). [INTENTIONALLY REDACTED. INFORMATION IS THE
SUBJECT OF A PENDING CONFIDENTIAL TREATMENT REQUEST.]
2. Upon complete payment, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. shall deliver to CTI c/o
of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., the debentures for formal cancellation. Upon release
of the debentures to CTI, the Investors shall be deemed to have authorized and
consented to the cancellation of the debentures by CTI.
3. The parties to this Agreement hereby agree not to disclose to any
media representative, including but not limited to any newspapers, or electronic
media whatsoever, any of the terms or conditions of any paragraphs of this
Agreement, or any part or portion hereof.
4. It is further agreed that, in addition to maintaining the
confidentiality of the Agreement the parties agree not to disclose or
characterize any of the negotiations between the parties culminating in this
settlement agreement, including any offers, demands, counter-offers or
counter-demands.
5. In addition, the parties shall not disclose or characterize to any
third person the terms of the settlement embodied in this Agreement, or the
negotiations which culminated in this settlement, or any part or portion thereof
unless compelled to do so under legal process or required to do so under
applicable rules and regulations. Except as required by law, under the terms of
this Agreement, only THE FACT that the parties have settled this matter may be
disclosed.
6. It is hereby understood and agreed that this Agreement upon full
performance by the parties is intended to and will constitute a full and final
release by CTI of all its respective claims against A.M.H.C. WEHNEIJER DE
ASFILIATE, B.V. Pursuant to this Release Agreement, the Investors shall in the
future be discharged from any and all liability to CTI whatsoever, including,
without limitation, liability for contribution to and/or indemnification of any
other person.
7. It is hereby understood and agreed that this Agreement upon full
performance by the parties is intended to and will constitute a full and final
release by A.M.H.C. WEHNEIJER DE ASFILIATE, B.V., ("Investor") of all their
respective claims against CTI. Pursuant to this Release Agreement CTI shall in
the future be discharged from any and all liability to the Investors whatsoever,
including, without limitation, liability for contribution to and/or
indemnification of any other person.
8. The parties declare they have read the foregoing Agreement, discussed
it with their lawyers, and fully understood its terms and that the terms grated
herein are the sole consideration for this Agreement, and that they voluntarily
accept these terms for the purpose of making a full and final compromise,
adjustment, settlement and release of all claims descried therein, all without
admission of liability or wrongdoing on the part of any party hereof. This
Declaration is made pursuant to 28 U.S.C. Section 1746. Each party hereto
declares under penalty of perjury that the foregoing is true and correct.
9. In the event of a breach by any of the parties hereto, the
non-defaulting party may seek enforcement of this Agreement as a Court
stipulation in the United States District Court, Southern District of Florida.
10. Notice Requirements: All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be hand delivered by messenger or courier service, or mailed by
registered or certified mail (postage prepaid), return receipt requested, or
sent by Federal Express or similar overnight service from which a receipt may be
obtained, addressed to:
CTI c/o
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Investor
Delivery: Each notice shall be deemed delivered on the date delivered.
IN WITNESS WHEREOF, they have hereunto set their hands and seals and
executed this Declaration and Agreement this 12th day of August, 1998.
COMPUTERIZED THERMAL IMAGING,
INC. ("CTI")
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: CEO
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A.M.H.C. WEHNEIJER DE ASFILIATE, B.V.
By: /s/ L. Kampinga
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Its: Managing Director
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▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(Escrow Agent)
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
