SETTLEMENT AND MUTUAL RELEASE AGREEMENT
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT ("Agreement") is made and entered
into effective April 15, 2005, by and among AGU Entertainment Corp, a Delaware
corporation, and each of its subsidiaries, located at 3200 W. Oakland Park Blvd,
Lauderdale Lakes, FL 33311 (collectively "AGU") and Ned Siegel, Neil Strum, and
Strum Brothers Investment, LLC ("SBI") (collectively "Shareholders"),
collectively referred to herein as the "Parties".
WHEREAS, on March 3, 2004, a subsidiary of AGU, assumed all of the
covenants and obligations of Pyramid Media Group, Inc., a non-affiliated
company, relating to a Distribution Agreement, dated May 1, 2003 with Ark 21
Records L.P., including guaranteeing an obligation to repay $350,000 of notes
payable to Ned Siegel and Neil Strum (the "Notes"); and
WHEREAS, the Notes are in default, and AGU as guarantor of the Notes,
has requested certain amendments to the terms of the Notes as part of its
on-going obligations under the Notes; and
WHEREAS, certain other disputes arose between the Shareholders and AGU
regarding the stock ownership AGU provided to the Shareholders arising from a
Memorandum of Understanding dated June 25, 2002 between the founders of the
predecessors in interest of AGU and the Shareholders, and
WHEREAS, the parties wish to reach an amicable resolution of all
disputes and disagreements between them upon the terms and conditions hereof as
well as make revisions to the Notes upon the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the promises, releases, and
obligations of the Parties set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Terms of Settlement:
(a) Upon the closing of a capital raise of not less than $250,000,
AGU shall cause to be made all principal and interest payments
due under the Notes for the period January through April 2005
in the amount of approximately $36,000.
(b) All principal payments due under the Notes prior to January
2005 that have not been made in accordance with the terms of
the Notes shall be deferred, and will become due and payable
at the end of the term of the Notes;
(c) AGU hereby agrees to issue 500,000 shares of unregistered
common stock to the Shareholders (250,000 shares to Ned Siegel
and 250,000 shares to SBI), to be delivered within ten
business days from the date hereof. It is the understanding of
both parties that the securities set forth herein shall be
considered additional securities, as if they were issued as of
the original issue date of the founder shares (100 shares
converted into 3,311,382 shares at a cost of $100.00) since
these shares relate back to a controversy involving the
founder shares and the Memorandum of Understanding dated June
25, 2003.
(d) Notwithstanding anything to the contrary herein, the parties
hereto agree to enter into new notes canceling the old Notes
with AGU as the borrower thereunder. The new notes will be on
the same terms and conditions as the Notes except that the new
notes will have a beginning principal balance of $331,240
(plus accrued interest) and shall, in addition to the monthly
payment of approximately $8,500 per month, require additional
principal payments of $50,000 for every $1,000,000 in equity
capital raised subsequent to the date hereof as the term
equity capital is defined in the Amendment to Assignment and
Assumption Agreement dated March 8, 2004;
(e) The additional promissory notes of Ned Siegel and Neil Strum
in the aggregate amount of $64,000 shall be amended and
restated in its entirety to be co-terminus with and have
acceleration provisions that are identical to the capital
contribution notes of the other principals, including but not
limited to David Levy and John Grandinetti;
2. Waiver. Shareholders hereby waive all past defaults incurred prior
to the date hereof relative to the Notes. Shareholders further waive
any rights to default interest or penalties arising from any past
defaults on the Notes.
3. Representations. David Levy and John Grandinetti hereby represent
and warrant to the Shareholders that neither they or their families
or any entity controlled by them, have no ownership interest,
whether beneficial or otherwise, in the free trading public stock of
AGU arising from the Lexington Barron stockholders.
4. Release of AGU. Shareholders and their respective heirs, successors,
assigns, shareholders, directors, officers, employees, agents, and
any corporations, partnerships or other entities owned or controlled
by them and any parents, subsidiaries, and affiliated companies
(collectively, "Shareholders"), hereby release and discharge AGU,
its successors or assigns, shareholders, directors, officers,
employees, agents, and any corporations, partnerships or other
entities owned or controlled by it and any of its subsidiaries and
affiliated companies (collectively, AGU) from any and all claims
Shareholders have or may have against AGU now or in the future
arising out of past defaults on the Notes and their allocation of
ownership interest in AGU. Shareholders specifically acknowledge
that this release extinguishes all claims against AGU, whether past
or present, known or unknown, foreseen or unforeseen, without regard
to whether such claims are liquidated or contingent, accrued or
unaccrued, or whether based upon contract, equity, tort, statutory
violation, rule of the court, including claims that were or could or
might have been asserted by Shareholders with respect to past
defaults on the Notes and their allocation of ownership interest in
AGU. Nothing herein shall prohibit the Shareholders from seeking
legal remedies with respect to future defaults on the Notes, as
amended.
5. Release of Shareholders. AGU hereby releases and discharges
Shareholders, their heirs, successors or assigns, from any and all
claims AGU has or may have against Shareholders arising from the
allocation of the Shareholder's ownership interest in AGU. AGU
specifically acknowledges that this release extinguishes all claims
against PrimeSource, whether past or present, known or unknown,
foreseen or unforeseen, without regard to whether such claims are
liquidated or contingent, accrued or unaccrued, or whether based
upon contract, equity, tort, statutory violation, rule of the court,
including claims that were or could or might have been asserted by
AGU with respect to the allocation of the Shareholder's ownership
interest in AGU.
6. Confidentiality. From and after the date of execution of this
Settlement Agreement, this Settlement Agreement shall be kept and
maintained confidentially among the Parties. No Party shall disclose
any part or term of this Settlement Agreement to any other person or
entity, without the prior written consent of all other parties,
except, (i) AGU shall be entitled to disclose such facts concerning
this Settlement Agreement as may be required under applicable laws,
rules and regulations governing the conduct of business by public
corporations, including, among other laws, the United States
Securities Laws; (ii) any Party shall be entitled to disclose any or
all of the terms of this Settlement Agreement, if compelled to do so
by an order of a court of competent jurisdiction, or a subpoena
issued in connection with a judicial proceeding, only after a
protective order is issued by a court preventing further disclosure
of the terms of this Settlement Agreement by any of the parties to
any such litigation; and (iii) any Party shall be entitled to
disclose any or all of the terms of this Settlement Agreement in any
judicial or arbitral proceeding commenced in order to enforce the
terms of this Settlement Agreement.
7. No Admission of Liability. By entering into this Agreement, the
Parties to this Agreement do not admit to any liability to the other
Party, and each denies liability. This Agreement does not constitute
any admission by either Party of any liability on the merits of any
claim or defense which has been or could have been asserted by the
other Party.
8. Each Party to Bear Its Own Costs. Each Party shall bear its own
costs and attorneys' fees relative to the settlement of this matter.
9. Entire Agreement. This Agreement contains the entire agreement of
the Parties on the matters covered. Any agreement, statement, or
promise made by any Party, or by any employee, officer, or agent of
any Party, as to the matters covered in the Agreement which is not
in writing and signed by both Parties shall not be binding.
10. Amendments. This Agreement may be amended, or a provision waived,
only by an instrument in writing signed by all of the Parties to
this Agreement.
11. Counterparts. This Agreement may be executed in one or more
counterparts which together will compromise a binding contract even
though all signatures may not appear on the same document. Facsimile
signatures shall be deemed as legally binding as original signatures
for all purposes.
12. Choice of Law. This Agreement is entered into the State of Florida
and shall be construed and enforced in accordance with the Laws of
the State of Florida and all actions arising hereunder shall be
brought in the venue of Broward County, Florida, and each party
hereto hereby consents to jurisdiction in Broward County, Florida.
13. Severability of Provisions. Any provisions of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such provision or
unenforceability without invalidating the remainder provisions of
this Agreement.
AGU Entertainment Corp:
By: /s/ John W. Poling
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John W. Poling, CFO
Strum Brothers Investments, LLC
By: /s/ Neil Strum
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Neil Strum
/s/ Neil Strum
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Neil Strum
/s/ Ned Siegel
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Ned Siegel
As to Section 3 of this Agreement, the undersigned agree that the
representation therein is true and accurate as of the date hereof.
/s/ David C. Levy /s/ John Grandinetti
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David C. Levy John Grandinetti