EXHIBIT 99.1
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Cybotics Systems and Cache Media, Inc., companies 100% owned by Xxxxxx X.
Xxxxxxx (the "Xxxxxxx Companies"), and Xxxxxx X. Xxxxxxx, an individual
("Xxxxxxx") and Advance Display Technologies, Inc., a Colorado corporation (the
"Company"), having resolved their differences, and based upon the mutual
consideration stated below, agree as follows:
1. The Company shall issue to Xxxxxxx 100,000 shares of the Company's
Common Stock (the "Common Stock"), which represents the full settlement without
interest thereon for services and materials provided by Xxxxxxx and the Xxxxxxx
Companies to the Company in connection with the partial development and partial
assembly of a complete turn-key PictoLux fiber optic sign (the "Sign"), upon
receipt of this executed Settlement and Release of Claims.
2. The Company hereby waives and releases all rights and claims to the Sign
(but not the Company's intellectual property and or work product incorporated
into or utilized in the development of, the Sign) and Xxxxxxx and the Xxxxxxx
Companies hereby waive and release all rights and claims to any further payment
for the Sign, which claim, while disputed by the Company, the Company currently
shows on its books and records as $91,117.00.
3. Based upon the foregoing consideration, Xxxxxxx and the Xxxxxxx
Companies voluntarily and knowingly FULLY AND UNCONDITIONALLY RELEASE AND
DISCHARGE the Company, all affiliated corporations and their predecessors,
subsidiaries, successors and assigns, their present and former directors,
officers, employees and agents (collectively called the "Released Parties"),
from any and all claims Xxxxxxx or the Xxxxxxx Companies may have, or may ever
have had, as of the date of this Agreement arising out of or related to the Sign
or the development or assembly of the Sign and all other claims or potential
claims, whether in tort, contract, statute or otherwise, and whether existing
under local, state or federal law, against the Released Parties relating
thereto. Correspondingly, the Company, all affiliated corporations and their
predecessors, subsidiaries, successors and assigns, (collectively called the
"Releasing Parties") voluntarily and knowingly FULLY AND UNCONDITIONALLY RELEASE
AND DISCHARGE Xxxxxxx and the Xxxxxxx Companies from any and all claims the
Releasing Parties may have, or may ever have had as of the date of this
Settlement Agreement and Release of Claims, arising out of the Sign and all
other claims or potential claims, whether in tort, contract, statute or
otherwise, and whether existing under local, state or federal law, against
Xxxxxxx relating thereto.
4. In connection with the transfer of the above-listed Common Stock by the
Company to Xxxxxxx, Xxxxxxx represents to the Company the following:
(a) Xxxxxxx is aware of the Company's business affairs and financial
condition, and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Common Stock. Xxxxxxx is
acquiring the Common Stock for Xxxxxxx'x own account for investment purposes
only and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933 ("Securities
Act").
(b) Xxxxxxx understands that the Common Stock has not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Xxxxxxx'x
investment intent as expressed herein. In this connection, Xxxxxxx understands
that, in the view of the Securities and Exchange Commission ("SEC"), the
statutory basis for such exemption may be unavailable if Xxxxxxx'x
representation was predicated solely upon a present intention to hold the Common
Stock for the minimum capital gains period specified under tax statutes, for a
deferred sale, or any other fixed period in the future.
(c) Xxxxxxx further understands that the Common Stock must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, Xxxxxxx
understands that the Company is under no obligation to register the Common
Stock. In addition, Xxxxxxx understands that the certificate evidencing the
Common Stock will be imprinted with a legend which prohibits the transfer of the
Common Stock unless they are registered or such registration is not required in
the opinion of counsel for the Company.
(d) Xxxxxxx is aware of the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering subject
to the satisfaction of certain conditions and acknowledges that, while Rule 144
generally permits the sale of restricted stock after a holding period of one
year, there is no assurance that the conditions of the Rule will be satisfied at
the expiration of such one year period.
(e) Xxxxxxx further understands that at the time Xxxxxxx wishes to sell the
Common Stock there may be no public market upon which to make such a sale.
(f) Xxxxxxx further understands that in the event all of the requirements
of Rule 144 are not satisfied, registration under the Securities Act or some
other registration exemption will be required, which registration or exemption
may not be available.
5. The terms of this Release shall not in any way be construed as an
admission by the Company of any liability to or wrongful conduct against
Xxxxxxx, the Xxxxxxx Companies or any other person, but on the contrary, the
Company specifically denies any liability to or wrongful conduct toward Xxxxxxx,
the Xxxxxxx Companies or any of the Released Parties and Xxxxxxx and the Xxxxxxx
Companies specifically deny any liability to or wrongful conduct toward the
Company or any of the Releasing Parties.
6. Xxxxxxx, the Xxxxxxx Companies and the Company declare and represent
that no promise, inducement or agreement not herein expressed has been made, and
that this Settlement Agreement and Release of Claims contains the entire
agreement between the parties and that the terms of this Settlement Agreement
and Release of Claims are contractual, final and binding and are not a mere
recital.
2
7. This Settlement Agreement and Release of Claims may be signed by the
parties in separate counterparts and will be as fully effective and binding as
if all signatures appeared in one document.
THIS IS A RELEASE - READ CAREFULLY BEFORE SIGNING.
ALL PARTIES SHOULD CONSULT WITH AN ATTORNEY
PRIOR TO EXECUTING THIS RELEASE.
CAUTION - READ BEFORE SIGNING BELOW:
All parties hereby certify that they have read the foregoing Settlement
Agreement and Release, understands that it is the party's choice whether or not
to enter into this Settlement Agreement and Release and states that the party's
decision to do so is VOLUNTARY AND MADE KNOWINGLY, WITH FULL KNOWLEDGE AND
UNDERSTANDING OF ITS CONTENTS.
DATED this 8th day of November, 2005.
CYBOTIC SYSTEMS:
By:/s/Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, the Sole Owner
CACHE MEDIA, INC.:
By:/s/Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, the Sole Owner
By:/s/Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, an Individual
ADVANCE DISPLAY TECHNOLOGIES, INC.
By:/s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, President
3
