Common use of Statement of Dispute Clause in Contracts

Statement of Dispute. 2.1 The First Parties and the Second Parties agree that Oak Ridge and Global entered into a Letter Agreement as of December 2, 2003, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the "Global Letter Agreement"), and pursuant to which Oak Ridge agreed to offer in Germany and Global agreed to sell in Germany certain $1.25 units of Oak Ridge comprised of one fully-paid share of common stock of Oak Ridge and one $1.25 one year warrant to acquire an addition share of common stock of Oak Ridge (the "Units"). These parties also agree that the Units, the common stock and the warrants of Oak Ridge were all "restricted securities" as that term is defined under Rule 144 of the United States Securities and Exchange Commission, and that no public sale of the common stock included in the Units can be made until the expiration of one year from the date of payment of the respective Units offered and sold, and that one year must elapse from the payment of the exercise price of the warrants prior to any public sale of the common stock issuable on the exercise of the warrants. 2.2 The First Parties and the Second Parties also agree that Global, though representations of its legal counsel, Fabian A. Krau▇▇, ▇▇▇., ▇▇▇ ▇▇ the form correspondence from Mr. Krause int▇▇▇▇▇ ▇▇ ▇perate as a legal opinion, represented to Oak Ridge that (i) Global was fully and lawfully authorized to offer and sell the Units in Germany; and (ii) that no prior or subsequent governmental filings of any kind were required in Germany of Oak Ridge or Global to effect the offer and sale of the Units in Germany. 2.3 The First Parties and the Second Parties further agree that to the date of this Agreement, Global has wired or caused to be wired to the bank account of Oak Ridge the aggregate sum of $1,018,575.07 for the purchase of 814,860 of the Units of Oak Ridge offered and sold by Global under the Global Letter Agreement from the at the times, in the amounts and from the persons listed in Exhibit B attached hereto and incorporated herein by reference. 2.4 The First Parties and the Second Parties additionally agree that the Subscription Agreements tendered by Oak Ridge Europa for the purchase of 360,000 the Units outlined in Section 2.3 hereof, along with the $450,000 in wired funds through Global or otherwise for the payment of such Units, were changed by the Second Parties to be a Subscription Agreement and payment of 360,000 Units to be issued in the name of Global. 2.5 The First Parties and the Second Parties also agree that Global sold 800,000 Units prior to April 15th, 2004, and that Holderer recei▇▇▇ ▇▇▇,000 shares of common stock of Oak Ridge that are "restricted securities". This is put together out of 40,000 compensatory shares of common stock per each 200,000 Units that Oak Ridge agreed to pay Holderer in co▇▇▇▇▇▇▇▇ with the offer and sale of the Units under the Global Letter Agreement and a bonus of 40,000 shares for paying a total of 200,000 shares of common stock, all of which shall be issued in accordance with the Global instructions attached hereto as Exhibit C and incorporated herein by reference. 2.6 The First Parties, Global and Holderer furth▇▇ ▇▇▇▇▇ that the Global Letter Agreement is terminated, effective as of April 1, 2004, and that the maximum number of Units that shall have been sold by Global or purchased by the Second Parties or anyone acting by or through the Second Parties under the Global Letter Agreement or otherwise shall be 800,000 Units for an aggregate consideration of $1,000,000, with the balance of the $18,575.07 to be returned to Global for its use. 2.7 The First Parties and the Second Parties additionally agree that the following shares of common stock amounting to 641,710 shares that comprise a portion of the Units offered and sold by Global under the Global Letter Agreement have been issued, delivered or will be delivered as follows, which is acceptable to all parties: Fabian-Alexand▇▇ ▇▇▇▇▇▇, ▇▇,▇▇▇ ▇▇▇▇▇s (delivered to Global); Eckerd Wohlgehagen, 80,000 shares (delivered to Global); Dr. Peter Heck, ▇▇,▇▇▇ ▇▇▇▇▇s (delivered to Global); Fabian-Alexand▇▇ ▇▇▇▇▇▇, ▇▇▇,▇▇▇ ▇▇▇▇es (being held in trust by Leonard W. Bur▇▇▇▇▇▇▇, ▇▇▇., ▇▇▇▇▇ counsel for Oak Ridge, for delivery to Global on the execution and delivery of this Agreement); and Fabian-Alexand▇▇ ▇▇▇▇▇▇, ▇▇▇,▇▇▇ ▇▇▇▇es (also being held in trust by Mr. Burningham ▇▇▇ ▇▇▇▇▇▇▇▇ to Global on the execution and delivery of this Agreement). These parties further agree that an additional 158,290 shares of common stock will also be issued and delivered to Fabian-Alexand▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ion and delivery of this Agreement, which amount will represent the balance of the common stock that comprises a portion of the 800,000 Units that have been agreed to have been offered and sold under the Global Letter Agreement, which is acceptable to all parties. 2.8 The First Parties and the Second Parties additionally agree that all warrants that comprise a portion of the 800,000 Units that have been agreed to have been offered and sold under the Global Letter Agreement shall be promptly issued and delivered to Global on the execution and delivery of this Agreement, in the same names and corresponding numbers of warrants into which the common stock that comprises a portion of the Units have been issued as aforesaid, excluding, for that purpose, the compensatory shares of Global to be issued under its direction as outlined in Section 2.5 above. Oak Ridge also agrees to pay Global a commission of $0.125 per each Unit that is exercised and paid by the holders of the 800,000 Units offered and sold by Global, to which all parties agree. 2.9 Global claims that Global or their partnership companies have been engaged by Oak Ridge as consultants for the aggregate compensation of $100,000. The First Parties deny that they agreed to any such engagement, but state that they would pay Global and/or an aggregate amount of $0.10 per each Unit sold for a total amount of $80,000, $38,646 of which has already been paid by Oak Ridge to Global, and $41,354 of which would paid to Global on the execution and delivery of this Agreement. 2.10 The Second Parties claim that the First Parties offered to enter into a joint venture or grant them a license, right or other interest in the Oak Ridge "thin film battery" technology in consideration of the execution and delivery of the Global Letter Agreement and/or the investment of funds in or other activities to be performed for or on behalf of Oak Ridge or otherwise; the First Parties agree that there was some general discussion about these matters, but they deny that there were any agreements or understandings of any kind or nature whatsoever to enter into a joint venture with or grant the Second Parties or anyone associated with them any license, right or other interest in the Oak Ridge "thin film battery" technology. 2.11 The First Parties and the Second Parties desire to compromise and settle all causes of action, claims, rights, interests or otherwise existing by, between or among the First Parties on the one hand and the Second Parties on the other, in any way relating to the foregoing.