Settlement and Release Agreemient - Cymedix, Keith Berinan, Barbara Asbell, Global Med Technologies, and Mick Ruxin
SETTLEMENT AND RELEASE AGREEMIENT PARTEES
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Cymedix (Formerly MedSoft OnLine) ("Cymedix")
100 E. Thousand Oaks Boulevard, Suite 117
Thousand Oaks, CA 91360
Keith Berinan ( "Berman")
Barbara Asbell ("Asbell")
100 E. Thousand Oaks Boulevard, Suite 117
Thousand Oaks, CA 91360
Global Med Technologies ("Global")
(Formerly Global Data Technologies)
Global Data Technologies
12600 West Colfax
Suite A500
Lakewood, Colorado 80215-3734
Mick Ruxin ("Ruxin")
Global Data Technologies
12600 West Colfax
Suite A500
Lakewood, Colorado 80215-3734
Place: Los Angeles, California
Date:
RECITALS
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WHEREAS, Cymedix and Global entered into a series of related transactions
beginning on or about February 26, 1996; and Whereas a dispute has arisen
between the parties regarding these related transactions; and Whereas the
parties wish to resolve their disputes;
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NOW, THEREFORE, it is agreed as follows:
(1) MUTUAL RELEASE. Except as otherwise provided in this agreement, and
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in consideration for the promises and undertakings contained herein, Cymedix,
Berman and Asbell on the one hand and Global and Ruxin on the other hand, each
for him, her or itself and for his, her or its respective subsidiaries,
predecessors, successors, assigns, officers, and directors, shareholders,
agents, attorneys, representatives, employees, owners, managers, contractors
and subcontractors do hereby and forever generally, completely and absolutely
release and discharge the other and each of his, her or its respective
predecessors, successors, assigns, officers, directors, shareholders, agents,
attorneys, representatives, employees, insurers, partners, managers, and heirs
of and from any and all claims, actions, causes of action, obligations,
liabilities, injuries and damages of every kind and nature whatsoever, known
or unknown, foreseen or unforeseen, asserted or unasserted, including claims
for breach of contract up through and including the date of this agreement,
which any such person or entity may now have or hereinafter claim to have due
to, arising from or based in whole or in part upon any act, omission, event,
transaction, matter or thing involved, alleged or referred to, or arising
directly or indirectly from or in connection with any of the past
transactions, agreements, understandings, associations, relationships and/or
course of dealing between Cymedix and Global including, without limitation,
all matters in controversy or that could have been placed in controversy by
either of them. The parties, in making this release, specifically except
those items set forth in paragraph 9 below.
(2) EXTENSION OF THE MATURITY DATE ON THE CONVERTIBLE PROMISSORY NOTE.
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(a) Global hereby modifies the convertible promissory note of February 26,
1996, in the amount of $250,000.00 (hereinafter the "Note") by extending the
Maturity Date (as defmed in Paragraph 1.02 of the Loan and Security Agreement)
from February 26, 1997 to December 31, 1997.
(b) Global hereby grants to Cymedix the option to further extend the
Maturity Date of the note for an additional 180 days. Cymedix may only
exercise the option if it has not been successful in raising an additional one
and one half million dollars ($1,500,000.00) in equity capital between the
date of this agreement and December 31, 1997.
(3) EXTENSION OF CONVERSION RIGHTS. All of Global's rights to convert the
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Note to stock shall be extended to December 31, 1997, or to the last date to
which payment on the, Note is due should Cymedix exercise its option to extend
the Maturity Date, as set forth in paragraph 2(b) above, provided, however,
that Global agrees that it shall not exercise its option until after the
maturity date or any extension thereof.
(4) LICENSE AGREEMENT. Global shall be licensed to use Cymedix technology
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in the blood bank and drug testing markets, which license shall be in
substantially the form of that used by Cymedix for such licenses.
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(5) DISTRIBUTORSHIP
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(a) Global shall be appointed by Cymedix as its Exclusive Distributor, for
a period of 180 days, for the sale of Cymedix products to FHP. Such
Distributorship shall be substantially in the form of the Distributorship
Agreement used by Cymedix for such purposes, and shall terminate at the close
of business on the 180th day from the date of the agreement.
(b) Global shall be appointed by Cymedix as a Non-Exclusive
Distributorship for the sale of Cymedix products throughout the continental
United States. Such Distributorship Agreement shall be for a period of three
years, and shall be substantially in the form used by Cymedix for such
purposes.
(6) MEETINGS WITH FHP.
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Global shall exercise its good faith and best efforts to arrange a meeting
within the next 30 days between a representative of Cymedix and the President
and CEO of FHP, or some mutually agreed upon officer of FHP.
(7) LETTER OF RECOMMENDATION.
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Mr. Ruxin shall, on behalf of Global, prepare a letter of recommendation of
Cymedix and its products covering the points set forth on Exhibit D hereto.
(8) MODIFICATIONS -TO LOAN AND SECURITY AGREEMENT.
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(a) The following language is deleted from the second introductory
paragraph: "MSOL and Global are negotiating the terms of a definite agreement.
MSOL will become a subsidiary of Global if the merger is completed.
(b) Section 1.02 is specifically modified by paragraph 2 of this
agreement.
(c) Section 1.03 is deleted.
(d) Section 3.01(b) shall be modified, and shall read as follows:
"(b) MSOL shall not grant or permit any security interest in any of
the collateral to anyone except Global unless (1) such security holder
acknowledge the prior security of Global; or (2) Global consents in writing to
the granting of such a security interest."
(e) Sections 3.01(c) is deleted.
(f) Section 3.01(h) shall be modified, and shall read as follows:
(h) Cymedix, Berman and Asbell agree during the pendency of The
Note, and until the same is either paid in full, converted to stock or
otherwise satisfied, that no further shares of stock in Cymedix shall be
issued to Berman or Asbell except for cash payment or in lieu of accrued
salary. Any such stock purchase shall be subject to the following:
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(1) The stock price shall be the higher of either the price per
share in the most recent private placement offering or Global's conversion
price;
(2) Berman and Asbell shall each be entitled to purchase, in
exchange for accrued salary, up to $100,000 in stock per year, and no more.
This paragraph shall not apply to the exercise of any warrants issued to
Berman or Asbell prior to October 15, 1996.
(g) All references to any proposed merger are deleted.
(9) ITEMS EXCLUDED FROM, THIS MUTUAL - GENERAL RELEASE.
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(a) Paragraph 8a and 8b of the Letter of Intent between Cymedix and
Global, dated February 26, 1996.
(b) All rights that Global may have under The Note except:
(1) Any modifications contained in the Agreement shall control over
the language of the Note.
(2) The paragraph on page two of the Note, commencing with the words
"In consideration for making the Loan evidenced by this Note, maker agrees:",
and subparagraphs (a) through (c) thereunder, is deleted.
(3) All references to any proposed merger are deleted.
(c) The Loan and Security Agreement, as modified herein.
(10) WAIVER OF RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542.
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With respect to the obligations created by or arising out of this agreement,
as well those items specifically excluded from this mutual general release,
all rights under California Civil Code Section 1542 and any similar rights
under any similar federal, state or local statute, rule or regulation, are
hereby expressly waived by each party. California Civil Code Section 1542
provides as follows:
"A general release does not extend to claims which the creditor did not know
or suspect to exist in his favor at the time of executing the release, which
if known by him must have materially affected his settlement with the debtor.
(11) ENTIRE AGREEMENT.
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This agreement contains the entire agreement between the parties with regard
to the subject matter thereof. It may not be altered, modified or otherwise
changed in any manner except in a writing signed by all of the parties hereto.
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Date: _________________________ By:____________________
Global Med Technologies
Date:___________________________ By:____________________
Cymedix
Date:___________________________ By:____________________
Barbara Asbell
Date:__________________________ By:____________________
Keith Berman
Date:__________________________ By:____________________
Mick Ruxin