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Exhibit 10.2
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (this "Agreement") is entered into by and
among JIM BOLT ("Bolt"), TONY AMEND ("Amend"), MARIE FOREHAND ("Forehand")
(Bolt, Amend and Forehand hereinafter sometimes referred to collectively as
the "Plaintiffs"); MEL ROBINSON ("Robinson"), LUCIA KUGLER ("Kugler") and
AAROW ENVIRONMENTAL GROUP, INC., a corporation ("Aarow"), FRED SHEFTE,
individually and as President of Aarow ("Shefte"), SAM D. YATES, individually
and as Vice-President of Aarow ("Yates"), and STAN SISEMORE, individually and
as Vice-President of Aarow ("Sisemore") (Aarow, Shefte, Yates, and Sisemore
hereinafter sometimes referred to individually as a "Defendant" and
collectively as the "Defendants").
WHEREAS, the Plaintiffs filed a lawsuit against the Defendants and
others in the Chancery Court of Benton County, Arkansas titled: JIM BOLT,
TONY AMEND AND MARIE FOREHAND VS. AAROW ENVIRONMENTAL GROUP, INC., A
CORPORATION, FRED SHEFTE, INDIVIDUALLY AND AS PRESIDENT OF AAROW
ENVIRONMENTAL GROUP; SAM D. YATES, INDIVIDUALLY AND AS VICE PRESIDENT OF
AAROW ENVIRONMENTAL GROUP; STAN SISEMORE, INDIVIDUALLY AND AS VICE PRESIDENT
OF AAROW ENVIRONMENTAL GROUP; RONALD L. BAKER, AN INDIVIDUAL; GARY K. DUKE,
AN INDIVIDUAL; MIKE ERHART, AN INDIVIDUAL; MIKE MORRISSET, AN INDIVIDUAL; AND
MIKE CANFIELD, AN INDIVIDUAL (Case No. 000844-2) (the "Lawsuit");
WHEREAS, the Plaintiffs and the Defendants have negotiated a full
settlement of all claims and disputes arising from the Lawsuits and
otherwise; and
WHEREAS, the Plaintiffs and the Defendants have prepared this
Agreement to memorialize the terms and conditions of such full settlement.
WHEREAS, Robinson and Kugler intend to assert claims similar to
those of the Plaintiffs in an amendment to the complaint.
WHEREAS, This settlement does not acknowledge the merits of any
claim against any Defendant or any non-signatory party and does not represent
an acknowledgment of the jurisdiction of this court over any Defendant other
than those specifically made a signatory party to this Agreement.
NOW, THEREFORE, in exchange for the consideration herein cited and
for other good and valuable consideration, the receipt and sufficiency of
which all parties hereto confirm, the parties agree as follows:
1. FULL AND FINAL SETTLEMENT - Bolt, Amend, Forehand, Robinson, and Kugler
hereby acknowledge and agree that this is a full settlement and satisfaction
of all claims of whatever kind or character they may have, known or unknown,
against Aarow Environmental Group, Inc. and all of its officers and
directors, Aarow Broad Band Wireless Communications, Inc. and all of its
officers and directors, Fred Shefte, Sam D. Yates, Stan Sisemore, Ronald
Baker, Gary P. Duke, Mike Erhart, Mike Morrisset, and Mike Canfield, their
heirs, executors administrators, employees, agents and assigns and all other
persons, firms or corporations liable or, who might be claimed to be liable,
none of whom admit any liability to Bolt, Amend, Forehand, Robinson, and
Kugler, but all expressly deny any liability, from any and all claims,
demands, damages, actions, causes of action or suits of any kind or nature
whatsoever, and particularly on account of all injuries, known or unknown,
both to person and property, which have resulted or may in the future develop
from the business or other
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relationships between the parties, which is the subject of the lawsuit
pending in Benton County, Arkansas or from the issuance or transfer of
securities as part of the settlement.
Bolt, Amend, Forehand, Robinson, and Kugler , declare and represent,
in making this Release and agreement, it is understood and agreed that they
are relying wholly upon their own judgment, belief, and knowledge of the
nature, extent severity and duration of any damages, and that they have not
been influenced to any extent whatever in making this Release by any
representatives or statements regarding said damages, or regarding any other
matters, made by the parties who are hereby released, or by any person or
persons representing the parties released by this document.
2. DISMISSAL OF LAWSUIT - The Plaintiffs will cause the Lawsuit to be
dismissed "with prejudice" as to each Defendant and as to Ronald L. Baker,
Gary K. Duke, Mike Erhart, Mike Morrisset and Mike Canfield. Upon the
execution of this Agreement, Plaintiffs will deliver a fully executed
dismissal with prejudice, as described in this Paragraph, in a form
reasonably acceptable to Defendants.
3. TRANSFER OF UTICA PUBLISHING CORPORATION - Upon the execution of this
Agreement, Aarow will transfer and assign all of its rights, titles and
interest in Utica Publishing Corporation, an Arkansas corporation ("Utica"),
a wholly-owned subsidiary of Aarow, to Bolt by an assignment of one hundred
percent (100%) of the outstanding shares of Utica. Utica assets will be
transferred without warranty in an "as is" condition. No promises,
representations or warranties have been made to Bolt or others regarding
Utica's business prospects or financial condition. Prior to the assignment of
the Utica stock to Bolt, Bolt will perform due diligence on the assets and
liabilities of Utica. In the event that the assets of Utica have been
dissipated, other than in the ordinary course of business, since the
acquisition of Utica by Aarow, then Bolt will receive shares of Aarow common
stock (in addition to the shares of Aarow Common Stock described in Paragraph
4, below) equal in value to the amount of the reduction in asset value. The
parties agree that an additional conveyance of 18,500 Aarow's common stock
will satisfy the obligations of the preceding sentence.
4. YATES DEBENTURE, REGIONS BANK NOTE AND OTHER MATTERS - As part of this
Settlement Agreement, Arrow will hold Bolt and Utica harmless from and will
assume all obligations of or under: (i) a fifty thousand dollar ($50,000)
debenture from Aarow to Yates; and (ii) a note payable by Utica to Regions
Bank in the approximate amount of fifty seven thousand dollars ($57,000) such
note being guaranteed by Yates. Upon the execution of this Agreement, Aarow
will execute such further documents reasonably deemed necessary by Bolt or
Utica to substantiate the obligations described in Paragraph 4. Attached and
incorporated by reference is a Utica balance sheet at January 31, 2000. (Ex.
A.) Aarow will save and hold harmless Utica from those liabilities which are
circled and initialed by Bolt and an authorized representative of Aarow,
provided any of such amounts that are owed to Bolt shall remain the sole
responsibility of Utica. Aarow will cause to be released all Regions' liens
within 20 days of this Agreement.
5. ISSUANCE OF FREE-TRADING SHARES OF COMMON STOCK TO BOLT - Upon the
execution of this Agreement, or as soon as reasonably possible thereafter,
Aarow will cause to be issued to Bolt seven hundred thousand (700,000) shares
of Aarow's common stock, such stock to be free-trading and not subject to any
restriction as to transferee (the "Bolt Shares"). Bolt acknowledges and
agrees that the Bolt Shares will be issued by Aarow pursuant to an exemption
from registration under Section 3(a)(10) of the Securities Act of 1933 and
Bolt shall, in all aspects, comply with such exemption. Pursuant to this
Agreement, Bolt shall surrender any and all shares of stock, if any,
previously issued to or on behalf of Bolt by Aarow. Aarow and Bolt recognize
and acknowledge that any settlement and
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issuance of the Bolt Stock pursuant to Section 3(a)(10) of the Securities Act
of 1933 must be reviewed and approved, after a hearing, by a judge of
competent jurisdiction and, as such, the provisions of this Paragraph 4 are
contingent upon court approval. Bolt acknowledges and agrees that the terms
of this Agreement are fair within the meaning of said Section 3(a)(10) and
Bolt agrees to advise the Court accordingly as part of the hearing to approve
this settlement and issuance of the shares.
6. ISSUANCE OF FREE-TRADING SHARES OF COMMON STOCK TO AMEND, FOREHAND, ET AL.
-Upon the execution of this Agreement, or as soon as reasonably possible
thereafter, Aarow will cause to be issued fourteen thousand (14,000) shares
of Aarow's common stock to each of the following individuals: Amend,
Forehand, Robinson, Kugler, such stock to be free-trading and not subject to
any restriction as to transferee. Amend, Forehand, Robinson, Kugler each
acknowledges and agrees that the shares to be issued by Aarow pursuant to
this Paragraph 5 are issued pursuant to an exemption from registration under
Section 3(a)(10) of the Securities Act of 1933 and they each shall, in all
aspects, comply with such exemption. Amend, Forehand, Robinson and Kugler
each has acquired 14,000 shares of Aarow's common stock, these shares are
hereby transferred and surrendered to Aarow for cancellation. Aarow, Amend,
Forehand, Robinson and Kugler recognize and acknowledge that any settlement
and issuance of Aarow common stock as described by this Paragraph 5 and
pursuant to Section 3(a)(10) of the Securities Act of 1933 must be reviewed
and approved, after a hearing, by a judge of competent jurisdiction and, as
such, the provisions of this Paragraph 5 are contingent upon court approval.
Amend, Forehand, Robinson and Kugler acknowledge and agree that the terms of
this Agreement are fair within the meaning of said Section 3(a)(10) and they
agree to advise the Court accordingly as part of the hearing to approve this
settlement and issuance of the shares.
7. REVIEW OF AAROW FINANCIALS AND UTICA ASSETS - The Plaintiffs, Robinson and
Kugler acknowledge and affirm that they were offered adequate time and
opportunity to review Aarow's current financials, preliminary and final
drafts of Aarow's current Form 8-k filing relating to the recent merger with
Global Wireless Communications Corporation and other SEC reports.
Additionally, the Plaintiffs, Robinson and Kugler acknowledge and affirm that
they were afforded the opportunity to meet the current officers and directors
of Aarow to discuss its ongoing operations and future plans. Plaintiffs,
Robinson and Kugler further acknowledge and affirm that they have declined
the opportunity to review the financial records described in the first
sentence of this Paragraph 7 and have declined the opportunity described in
the second sentence of this Paragraph 7. Plaintiffs also acknowledge that
they were offered a chance to perform and conduct due diligence on the Utica
assets and that they did so to the extent they deemed necessary and advisable.
8. CONFIDENTIALITY AND NON-DISPARAGEMENT PARAGRAPH - It is further understood
and agreed that the terms of this Release and the payment herein acknowledged
will be held in confidence; provided, however, that Aarow may disclose
information about this agreement to the extent deemed necessary to comply
with its obligations under the federal securities laws. Bolt, Amend,
Forehand, Robinson, and Kugler and their attorneys agree not to publicize,
publish, disclose, talk about or promote the publication or disclosure of the
facts or terms of this Release, except as may otherwise be further agreed to
in writing, the amount of the payment herein acknowledge or any other matter
related to the settlement evidenced hereby to any person not a party to this
Release unless such a disclosure is required by law or regulation or during a
Court proceeding.
9. STOCK SALES BY BOLT - Bolt agrees that he will not sell, post-transfer,
more than 100,000 shares of Aarow per day.
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10. DELIVERY OF AAROW STOCK - Aarow stock will be delivered to plaintiffs no
later than noon Friday, May 12, 2000.
11. INTEGRATION CLAUSE - All parties agree that this writing constitutes the
entire agreement between the parties regarding the subject matter thereof and
that any and all previous promises, representations and warranties are
replaced by this writing and fully integrated into this Agreement.
12. MISCELLANEOUS TERMS - The non-signatory parties to this Agreement have
not consented to the jurisdiction of the Arkansas courts, even involving the
enforcement of this Agreement.
JIM BOLT /S/ JIM BOLT /S/ FRED SHEFTE
------------------------------- ---------------------------------------
DATE: 5/9/2000 FRED SHEFTE, INDIVIDUALLY
---------------------------------- DATE: 5/9/2000
----------------------------------
TONY AMEND /S/ TONY AMEND /S/ SAM D. YATES
----------------------------- ---------------------------------------
DATE: 5/9/2000 SAM D. YATES, INDIVIDUALLY AND AS VICE-
---------------------------------- PRESIDENT
DATE: 5/9/2000
----------------------------------
MARIE FOREHAND /S/ MARIE FOREHAND /S/ STAN SISEMORE
------------------------- ---------------------------------------
DATE: 5/9/2000 STAN SISEMORE, INDIVIDUALLY AND AS
---------------------------------- VICE-PRESIDENT
DATE: 5/10/2000
----------------------------------
MEL ROBINSON /S/ MEL ROBINSON
---------------------------
DATE: 5/10/2000
---------------------------------- Schedules to Agreement available upon
request.
LUCIA KUGLER /S/ LUCIA KUGLER
---------------------------
DATE:
----------------------------------
AAROW ENVIRONMENTAL GROUP,
INC., AN ARKANSAS CORPORATION
BY: /S/ FRED SHEFTE
------------------------------------
NAME: FRED SHEFTE
TITLE: PRESIDENT
DATE: 5/9/2000
----------------------------------
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