SETTLEMENT AGREEMENT executed on March 6, 2000 between ONE CLEARLAKE
CENTRE-VEF III LLC a Georgia limited liability company by and through its agent
LEND LEASE REAL ESTATE INVESTMENTS, INC. a Georgia corporation authorized to
transaction business in the State of Florida ("Plaintiff") and TELECOM WIRELESS
CORPORATION, ("Defendant") relating to Case No. CL 99 1057 AD in the Circuit
Court of the 15th Judicial Circuit in and for Palm Beach County (the "Action")
involving reinstatement of the lease agreement dated July 2, 1999 between
Plaintiff and Defendant (the "Lease") and payment, by Defendant to Plaintiff, of
the amount of $101,217.38 (the "Settlement Sum").
PLAINTIFF AND DEFENDANT HEREBY AGREE AS FOLLOWS:
1. Defendant shall pay to Plaintiff, and Plaintiff shall accept from
Defendant, the Settlement Sum, which shall be in full and complete payment,
settlement and discharge of any and all claims by Plaintiff against Defendant
under the Lease including all rent due and to become due through March 31, 2000,
and which shall be paid as follows: (a) $50,608.69 on or before March 8, 2000
and (b) $50,608.69 on the date Defendant takes possession of premises under the
Lease which is expected to be on or about April 1, 2000. The Lease is hereby
modified sot that the security deposit provided for thereunder shall no longer
be a letter of credit but shall be 40,000 restricted shares of common stock of
Defendant and Plaintiff and Defendant shall, as promptly as possible enter into
an escrow agreement with respect to such shares as a security deposit and which
shall also provide (a) for piggy-back registration rights for such shares and
(b) at such times as the shares become registered, 10,000 of such shares shall
be returned to Defendant and the security deposit shall then and thereafter be
reduced to 30,000 shares. Parties understand that any demolition and removal of
walls contemplated to be accomplished as part of the landlord's work prior to
commencement of occupancy shall not be done but all other contemplated tenant
improvements under the Lease shall be done prior to Defendant's occupancy.
Tenant shall reimburse Landlord for all CAT-5 wiring and expenses related
thereto within 30 days after occupancy.
2. All pending motions, depositions, discovery due dates and other
activities in the Action shall be adjourned and postponed until the final date
for payment of the Settlement Sum. Upon payment in full of the Settlement Sum:
(a) each of Plaintiff and Defendant, for themselves and their respective heirs,
successors, officers, directors, present and former employees and assigns,
remise, release and forever discharge each other from and against any and all
claims and demands which they have or may have based upon any facts or
circumstances that arose or existed on or prior to the date hereof except that
all obligations on the part of both parties under the Lease shall survive this
release; and (b) the parties shall execute and file in the Action a stipulation
of dismissal with prejudice.
3. Plaintiff and Defendant shall execute such other and further documents
as are typical for settlements of this type and as may reasonably be requested
by the other party in order to implement or further assure the terms hereof. Any
dispute as to the appropriateness of any such document or any provision thereof
shall be resolved by Xxxx X. Xxxxxxxxx ("Mediator") in his sole and absolute
discretion.
4. Plaintiff and Defendant each shall bear the costs of their respective
attorneys and experts and each has executed this agreement freely and
voluntarily after consulting with their own counsel and, if appropriate,
experts, and not based upon any advice or recommendations by the Mediator. The
fees and expenses of the Mediator shall be borne by Defendant and Plaintiff
equally.
5. In the event of the default in payment of the Settlement Sum, Plaintiff
shall, after five days notice and failure to cure be entitled to a judgment for
possession via ex parte procedure and may pursue all claims for damages
permitted under the Lease.
IN WITNESS WHEREOF, Plaintiff and Defendant have executed this Settlement
Agreement on and as of the date first above written.
Plaintiff Defendant
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxx. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx, Senior Vice President Xxxxxx Xxxxxxxxx, Senior
of Lend Lease Real Estate Investments Vice-President
