NO. 07-11801
NO.
07-11801
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▇. ▇▇▇▇▇▇▇,
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IN
THE DISTRICT COURT OF
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Plaintiff,
Counter-Defendant,
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v.
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ST.
▇▇▇▇▇▇, INC., ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
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DALLAS
COUNTY, TEXAS
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Defendants,
Counter-Plaintiff.
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192th
JUDICIAL DISTRICT
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COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES
KNOW
ALL MEN BY THESE PRESENTS:
This
Compromise and Settlement Agreement (hereinafter the “The Agreement”) is entered
into by and among Plaintiff ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and Defendants St. ▇▇▇▇▇▇, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇, and Staf Tek, Inc. for the mutual consideration
and purposes herein. Plaintiff and Defendants are sometimes referred
to herein as “Party” or “Parties.” Staf Tek, Inc. may be referred to
as Staf Tek.
WHEREAS, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, (hereinafter
sometimes referred to as "Plaintiff"), has filed the lawsuit styled ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
v. St. ▇▇▇▇▇▇, Inc. et al in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Texas Cause No. 07-11801
(hereinafter sometimes referred to as “Cause No. 07-11801") to recover damages
alleged sustained by him as a result of the actions of Defendants St. ▇▇▇▇▇▇,
Inc. (hereinafter sometimes referred to as "St. ▇▇▇▇▇▇ ") and against ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (hereinafter referred collectively as “Messrs. ▇▇▇▇▇▇▇
") (St. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇ hereinafter collectively are sometimes
referred to as "Defendants"), as is more fully shown by the pleadings on file in
Cause No. 07-11801, reference to which is made for the purpose of showing the
claims asserted by Plaintiff against Defendants; and
WHEREAS, Defendants have denied that
they have any liability to Plaintiff; and
WHEREAS, it is the desire of Defendants
to settle all claims which have been asserted or which could have been asserted
against them by Plaintiff in Cause No. 07-11801, in order to avoid the expense,
inconvenience, and uncertainty of the outcome of litigation; and
WHEREAS, the Parties hereto will
execute and deliver the Settlement documents described herein to effectuate this
Agreement
For and
in consideration of the mutual covenants, promises, recitals, conditions and
other valuable consideration hereinafter stated, the sufficiency and receipt of
which is acknowledged, the Parties do hereby agree to the following terms of
settlement:
Terms of Settlement and
Consideration
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1.
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For
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, St. ▇▇▇▇▇▇ shall pay to the Law Offices of P.C. ▇▇▇▇▇
the amount of $50,000.00 via cashier’s check, upon the delivery of this
Compromise and Settlement Agreement and General Releases executed in full
by Plaintiff together with Notices of Non-Suit and corresponding Orders
fully executed by Plaintiff’s counsel. For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged
the Defendants ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall cause to be paid by cashier’s
check to the Law Offices of P.C. ▇▇▇▇▇ the sum of $30,000.00, upon the
delivery of this Compromise and Settlement Agreement and General Releases,
executed in full by Plaintiff together with Notices of Non-Suit and
corresponding Orders fully executed by Plaintiff’s
counsel.
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2.
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As
part of the consideration for the $30,000 referenced above, Plaintiff
shall relinquish all of the outstanding shares of St. ▇▇▇▇▇▇ ▇▇▇▇▇ issued
to him in the amount of exactly 60,000 shares subject to any and all,
restrictions against transferability stated on the share certificates or
imposed by any SEC rule or regulation; however Plaintiff will
execute such documents as provided by Defendants as needed to remove such
restrictions against transferability, including but not limited to an
affidavit to the transfer agent that the shares have been issued and held
by Plaintiff for more than 12 months, and execute the transfer of the
shares with bank Medallion guarantees of ▇▇▇▇ ▇▇▇▇▇▇▇’ signatures. No
action by ▇▇. ▇▇▇▇▇▇▇ as required by this term will require ▇▇. ▇▇▇▇▇▇▇
to, nor is it meant to violate any State or Federal
Law. Plaintiff hereby represents that he has not
previously transferred, conveyed or encumbered his interest in these
60,000 shares. The execution of any documents necessary to
effectuate the transfer and the delivery of the certificates representing
the 60,000 shares shall occur simultaneously with the payment of the
$30,000 as contemplated herein. The obligations of Plaintiff to execute
the documents described herein, and the delivery of the shares pursuant to
this paragraph are not severable from the rights and obligations of
▇▇▇▇▇▇▇ under any other terms and conditions of this
Agreement.
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3.
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It
is fully understood and agreed that counsel for St. ▇▇▇▇▇▇ will be
obtaining and presenting the cashier’s checks for both the $50,000 and the
$30,000 settlement funds.
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4.
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If,
for any reason, the simultaneous exchange of the Settlement documents,
including the share certificates for the 60,000 shares owned by Plaintiff
and the payment of the $80,000.00 is not accomplished on or before June 8,
2009 by either Party, or either party’s attorney, the non defaulting party
may declare a breach of this Agreement, and this Agreement shall become
void and moot and the non defaulting party shall have the unrestricted
right to request a new trial setting in Cause No. 07-11801 as to all of
its claims and causes of action.
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5.
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Upon
completion of all of the terms and conditions of this Agreement, ▇▇.
▇▇▇▇▇▇▇, St. ▇▇▇▇▇▇, Staf Tek, and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and any
other associated individuals or entities shall promptly execute and file
non-suits with prejudice, of any and all claims and causes of action
alleged in this litigation.
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6.
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St.
▇▇▇▇▇▇ and Staf Tek shall promptly file a non-suit with prejudice in Karo v. St. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, No. CJ-2006-4713 in the District Court, Tulsa County,
State of Oklahoma.
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Releases
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7.
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In
consideration of the above, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ on his
behalf and on behalf of his agents, officers, directors, employees, parent
companies, servants, subsidiaries, affiliated companies, successors and
assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE St. ▇▇▇▇▇▇, Staf Tek, ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ and each of their respective family
members, spouses, employees, directors, officers, attorneys, and insurers,
all and each of them of and from any and all claims, demands, actions,
remedies, costs, expenses, losses and causes of action of whatever kind or
character, whether in law or in equity, known or unknown, statutory or
common law whether or not asserted by Plaintiff in Cause No. 07-11801
against St. ▇▇▇▇▇▇, Staf
Tek, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, save except those rights and
obligations set forth herein.
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8.
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In
consideration of the above, St. ▇▇▇▇▇▇, Staf Tek, ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ on their behalf and on behalf of their
agents, officers, directors, employees, parent companies, servants,
subsidiaries, affiliated companies, successors and assigns does hereby
RELEASE, ACQUIT AND FOREVER DISCHARGE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and each
of his respective family members, spouses, employees, directors, officers,
attorneys, and insurers, all and each of them of and from any and all
claims, demands, actions, remedies, costs, expenses, losses and causes of
action of whatever kind or character, whether in law or in equity, known
or unknown, statutory or common law whether or not asserted by Defendants
in Cause No. 07-11801 against ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, save
except those rights and obligations set forth
herein.
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9.
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In
consideration of the above, St. ▇▇▇▇▇▇ and Staf Tek
on their behalf and on behalf of their agents, officers, directors,
employees, parent companies, servants, subsidiaries, affiliated companies,
successors and assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
and each of his respective family members, spouses, employees, directors,
officers, attorneys, and insurers, all and each of them of and from any
and all claims, demands, actions, remedies, costs, expenses, losses and
causes of action of whatever kind or character, whether in law or in
equity, known or unknown, statutory or common law whether or not asserted
by St. ▇▇▇▇▇▇ or Staf Tek in Cause No. CJ-2006-4713 in the District Court,
Tulsa County, State of Oklahoma against ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, save
except those rights and obligations set forth
herein.
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10.
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In
consideration of the above, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ on his
behalf and on behalf of his agents, officers, directors, employees, parent
companies, servants, subsidiaries, affiliated companies, successors and
assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE St. ▇▇▇▇▇▇ and Staf Tek
and each of their respective family members, spouses, employees,
directors, officers, attorneys, and insurers, all and each of them of and
from any and all claims, demands, actions, remedies, costs, expenses,
losses and causes of action of whatever kind or character, whether in law
or in equity, known or unknown, statutory or common law whether or not
asserted by ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ in Cause No. CJ-2006-4713 in the District Court, Tulsa
County, State of Oklahoma against St. ▇▇▇▇▇▇ and Staf Tek,
save except those rights and obligations set forth
herein.
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Representations and
Covenants
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11.
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The Parties warrant and
represent that they have not assigned to any person or entity any rights
or ownership to any cause of action held by him against the other
Party.
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12.
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13.
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The Parties agree and
recognize that if any provision of this Agreement shall for any reason be
held to be invalid, unenforceable, or contrary to public policy or law,
the remainder of the Agreement shall not be affected
thereby.
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14.
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The Parties understand
that all taxable costs of Court, attorneys fees or any other associated
cost shall be paid by the party incurring same without contribution from
any other party.
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This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original for all purposes, but, in making proof of this Agreement, it
shall not be necessary to produce or account for all such
counterparts.
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AGREED
AND APPROVED:
St.
▇▇▇▇▇▇, Inc.
/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
St.
Joseph’s Authorized Representative
Date: 6/3/09
SUBSCRIBED AND SWORN TO
before me on the 3rd
day of June, 2009, to certify which witness my hand
and official seal of office.
/s/
▇▇▇ ▇. ▇▇▇▇▇▇
[notary
seal]
Notary
Public in and
For
the State of Texas
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AGREED
AND APPROVED:
Staf Tek,
Inc.,
/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Staf
Tek’s Authorized Representative
Date: 6/3/09
SUBSCRIBED AND SWORN TO
before me on the 3rd day
of June, 2009, to certify which witness my hand and official seal of
office.
/s/ ▇▇▇ ▇.
▇▇▇▇▇▇ [notary
seal]
Notary
Public in and
For
the State of Texas
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AGREED
AND APPROVED:
▇▇▇▇
▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇
▇▇. ▇▇▇▇
▇. ▇▇▇▇▇▇▇
Date: 6/8/09
SUBSCRIBED AND SWORN TO
before me on the 8th
day of June, 2009, to certify which witness my hand and official seal of
office.
/s/ ▇▇▇ ▇.
▇▇▇▇▇▇
[notary
seal]
Notary
Public in and
For
the State of Texas
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AGREED
AND APPROVED:
▇▇▇▇
▇▇▇▇▇▇▇
/s/ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇
Date: 6-2-09
SUBSCRIBED AND SWORN TO
before me on the 2nd
day of June, 2009, to certify which witness my hand
and official seal of office.
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ [notary
seal]
Notary
Public in and
For
the State of Texas
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AGREED
AND APPROVED:
▇▇▇▇
▇▇▇▇▇▇▇
/s/ ▇▇▇▇
▇▇▇▇▇▇▇
Mr.
▇▇▇▇ ▇▇▇▇▇▇▇
Date: 6/3/09
SUBSCRIBED AND SWORN TO
before me on the 3rd
day of June, 2009, to certify which witness my hand
and official seal of office.
/s/ ▇▇▇ ▇.
▇▇▇▇▇▇ [notary
seal]
Notary
Public in and
For
the State of Texas
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