Exhibit 99.2
SETTLEMENT AND STOCK TRANSFER AGREEMENT
This Settlement and Stock Transfer Agreement executed this 10th
day of May, 2002 by and between Anibal Eduardo Urteaga Fiol, Jose
Antonio De Izcue Arnillas and Joaquin Gonzalez Mavila (collectively
"Urteaga Group") and Universal Communications Systems, Inc. fka World
Wide Wireless Communications, Inc., a Nevada corporation ("UCSI") is
for the purposes of resolving outstanding obligations and disputes
between the parties and facilitating the transfer and ownership of
common stock interests.
PRELIMINARY RECITALS
A. Pursuant to an Agreement dated February 29, 2000 (the
"Stock Sale
Agreement"), the Urteaga Group sold, transferred and conveyed 100% of
the common shares of Digital Way, S.A., a Peruvian corporation
("DWSA") to and for the benefit of UCSI;
B. In exchange and as consideration for the transfer of the
common shares of DWSA, UCSI agreed to make payments in cash and stock
pursuant to the provisions of the Agreement and the subsequent
Amendment to the agreement dated September 19, 2000 ("Amendment to
Stock Sale Agreement");
C. As of the date of this Settlement Agreement, UCSI has
failed to make all payments due and owing and has further failed to
issue stock of UCSI in accordance with the terms of the Stock Sale
Agreement and the Amendment to Stock Sale Agreement;
D. In consideration of various economic, legal and practical
issues, the parties have agreed to resolve their differences and
disputes by virtue of this Settlement Agreement and this Settlement
Agreement shall supercede, in all respects, the Stock Sale Agreement
and the Amendment to Stock Sale Agreement and shall govern the future
relationship, rights and obligations between the parties.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements covenants hereafter set forth, the Parties hereby agree as
follows:
1. INCORPORATION OF RECITALS.
The preliminary recitals are incorporated into this Settlement
Agreement as if fully restated in their entirety.
2. TRANSFER OF SHARES IN DIGITAL WAY S.A.
UCSI shall transfer Seventy-Three Percent (73%) ("Transferred
Shares") of the issued and outstanding share of DWSA to the Urteaga
Group or its designee. UCSI shall retain Twenty-Seven Percent (27%)
of the common shares of DWSA. The Transferred Shares shall be free
and clear of liens, claims, encumbrances and attachments. The transfer
shall be accomplished by endorsement and execution of a Power of
Attorney to allow for the re-titling of the Transferred Shares on the
transfer ledger of DWSA. Alternatively, all existing shares shall be
canceled and newly issued shares shall be distributed in accordance
with the percentages agreed in this Settlement Agreement. Upon the
consummation of this Agreement, the transfer ledger of DWSA shall
reflect the Urteaga Group as the holder of Seventy-Three Percent (73%)
of the issued and outstanding shares of DWSA and UCSI as the holder of
Twenty-Seven Percent (27%) of the issued and outstanding shares of
DWSA.
3. CAPITALIZATION OF DEBT.
UCSI claims that DWSA is indebted to it in the approximate amount
of One Million Three Hundred Thousand Dollars ($1,300,000.00). All
indebtedness of DWSA to UCSI shall be and is hereby released and
discharged in full. DWSA shall restate its financial records to
reflect this indebtedness as a capital investment.
4. DISTRIBUTION UPON SALE.
Upon the sale of all or substantially all of the assets of DWSA,
all proceeds whether in the form of a dividend or cash distribution,
or otherwise, distributable to UCSI and the Urteaga Group shall be
distributed equally between UCSI and the Urteaga Group up to the total
sum of Six Million Four Hundred Thousand Dollars ($6,400,000.00:
$3,200,000.00 to UCSI and $3,200,000.00 to the Urteaga Group). Any
proceeds distributable to UCSI and the Urteaga Group in excess of Six
Million Four Hundred Thousand Dollars ($6,400,000.00) shall be
distributed in accordance with the parties' respective percentage of
ownership of the shares of DWSA, 73% for the Urteaga Group and 27% for
UCSI.
Exhibit 99.2 - Pg. 1
5. MUTUAL RELEASE.
Except for claims arising under this Settlement Agreement, the
Urteaga Group, for themselves, their agents, successors, attorneys,
assigns and personal representatives do hereby release and forever
discharge UCSI including their servants, employees, agents,
successors, assigns, parent or subsidiary companies, attorneys,
insurers and personal representatives of, from and against any and all
claims of every kind and nature whatsoever which the Urteaga Group may
have or claim to have against UCSI or any of them, or their servants,
employees, agents, successors, assigns, parent or subsidiary
companies, attorneys, insurers and personal representatives, for
damages, costs, loss and expenses of every kind and nature whatsoever,
whether known or unknown, anticipated or unanticipated, and whether
accrued or hereafter to accrue from the beginning of time to the date
hereof.
Except for claims arising under this Settlement Agreement, UCSI,
for themselves, their agents, successors, attorneys, assigns and
personal representatives do hereby release and forever discharge the
Urteaga Group including their servants, employees, agents, successors,
assigns, parent or subsidiary companies, attorneys, insurers and
personal representatives of, from and against any and all claims of
every kind and nature whatsoever which UCSI may have or claim to have
against the Urteaga Group or any of them, or their servants,
employees, agents, successors, assigns, parent or subsidiary
companies, attorneys, insurers and personal representatives, for
damages, costs, loss and expenses of every kind and nature whatsoever,
whether known or unknown, anticipated or unanticipated, and whether
accrued or hereafter to accrue from the beginning of time to the date
hereof.
6. WARRANTIES OF SELLER.
6.1 Ownership of Shares. UCSI is the legitimate owner and
holder of 100% of the issued and outstanding shares of DWSA and UCSI
has clear title to the DWSA shares, free and clear of any liens,
encumbrances or ownership claims by any other party.
6.2 Corporate Status. UCSI is a duly constituted corporation
under the laws of the state of Nevada in good standing and there are
no agreements, judgment or orders restricting its ability to perform
under this Settlement Agreement.
6.3 Survival of Representations and Warranties. All
representations and warranties by UCSI shall survive the closing of
this transaction and shall be forever binding upon UCSI, and its
successors and assigns.
6.4 Successors and Assigns.
Assignment by either party. Both parties shall require any
successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to part or all or substantially all of the
business and/or assets of the Company to assume and agree to perform
this Agreement in the same manner and to the same extent that the
parties would be required to perform if no such succession had taken
place. As used in this Section, the "Parties" shall mean the parties
as hereinbefore defined and any successor to its business and/or
assets as aforesaid which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law and this Agreement
shall be binding upon, and inure to the benefit of, the Parties, as so
defined.
6.4 a) Assignment by UCSI.
UCSI may assign their interest, in part or in whole, in this
Agreement or any part hereof on terms and conditions that may be
offered, subject to first offering the Urteaga Group the rights of
first refusal. In the event The Urteaga Group shall decline the offer
for the right of first refusal, UCSI shall inform the Urteaga Group of
their desire and intention to assign, and the Urteaga Group shall not
unreasonably withhold consent to the proposed assignment, such consent
shall be delivered within 30 days of notification.
6.4 b) Assignment by The Urteaga Group.
The Urteaga Group may assign their interest, in part or in whole,
in this Agreement or any part hereof on terms and conditions that may
be offered, subject to first offering UCSI the rights of first
refusal. In the event the UCSI shall decline the offer for the right
of first refusal, The Urteaga Group shall inform UCSI of their desire
and intention to assign, and UCSI shall not unreasonably withhold
consent to the proposed assignment, such consent shall be delivered
within 30 days of notification.
7. NOTICE.
Any and all notices, requests, demands and other communications
that may be necessary, proper or convenient under this Agreement or
any other related documents, shall be conclusively deemed given, when
given in writing, on the date it is personally delivered to the person
set forth below, or by mail, postage prepaid, certified return receipt
requested, addressed as set forth below, or telefaxed to:
Exhibit 99.2 - Pg. 2
UCSI: UCSI
407 Lincoln Rd Ste 6K
Miami Beach, FL 33139
Urteaga Group The Urteaga Group
3301 N.E. 42nd Court
Ft. Lauderdale, Florida 33308
With a copy to: Jonathon M. Yarger, Esq.
Kohrman Jackson & Krantz P.L.L.
1375 E. Ninth Street, Suite 2000
Cleveland, Ohio 44114
Any of the parties may change the person authorized to receive
any notice, request, demand or other communications and/or its mailing
or physical address by giving notice to the other party pursuant to
this paragraph.
8. FURTHER COOPERATION.
The Urteaga Group and UCSI agree to execute and deliver any and
all additional necessary documents, and will cause any other action to
be taken, which may be necessary or proper to effect or evidence the
provisions of this Settlement Agreement and the transactions
contemplated under this Settlement Agreement.
9. REPRESENTATION BY COUNSEL; CONSTRUCTION.
9.1 Representation by Counsel. All parties have either been
represented by counsel or had an opportunity to seek counsel and
representation in connection with the negotiation and execution of
this Settlement Agreement and the transactions described in this
Settlement Agreement. All parties have either availed themselves of
such representation or have consciously decided not to seek such
counsel.
9.2 Construction of Agreement. The parties agree that no term
or concept contained in this Settlement Agreement shall be construed
against any party who directly or indirectly drafted this Settlement
Agreement. No presumption of construction shall be applied merely
relating to the identity of the drafting party.
10. MISCELLANEOUS PROVISIONS.
10.1 This Agreement may not be amended, supplemented or
otherwise modified, except by an instrument in writing signed by each
of the parties hereto.
10.2 This Settlement Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, successors,
personal representatives and assigns of individual parties, and the
successors in interest and assigns.
10.3 The failure to enforce any violation or breaches of this
Settlement Agreement shall not be deemed a waiver of said violations,
defaults or breaches, and each party reserves unto itself the right to
enforce the same at a later time. Each party reserves the right to
waive any condition imposed herein for its benefit.
10.4 The paragraph headings contained in this Settlement
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
10.5 This Settlement Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
10.6 This Settlement Agreement sets forth the entire
understanding and agreements of the parties hereto relating to the
subject matter of this Agreement; and supersedes any and all oral or
written agreements and understandings made prior to the execution of
this Settlement Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first stated above.
THE URTEAGA GROUP
By: /s/ Anibal Urteses
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Print name: Anibal Urteses Its:
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Exhibit 99.2 - Pg. 3
By: /s/ Jose A. De Lzcue
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Print name Jose A. De Lzcue Its:
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By: /s/ J. Gonzales Mauha
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Print name J. Gonzales Mauha Its:
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UNIVERSAL COMMUNICATIONS SYSTEMS, INC.
f/k/a/ World Wide Wireless
Communications, Inc., a Nevada
Corporation
By: /s/ Michael J. Zwebner
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Print name Michael J. Zwebner Its: Chairman
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DIGITAL WAY, S.A.
By: /s/ Jose A. De Lzcue
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Print name Jose A. De Lzcue Its:
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Exhibit 99.2 - Pg. 4