EXHIBIT 99.1
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release ("Agreement") is entered
as of the date set forth below and made effective February 20, 2007, by and
between KRONOS ADVANCED TECHNOLOGIES, INC., a Nevada corporation, whose
principal place of business is located at 464 Common St., Suite 301, Belmont, MA
02478 and KRONOS AIR TECHNOLOGIES INC., a Nevada corporation, whose principal
place of business is located at 15241 NE 90th Street, Redmond, WA 98052
(hereinafter referred to collectively as "KRONOS"), in the first party, and
FKA DISTRIBUTING CO. d/b/a HOMEDICS, INC., a Michigan corporation, whose
principal place of business is located at 3000 Pontiac Trail, Commerce Township,
Michigan 48390 and HOMEDICS-U.S.A., INC., a Michigan corporation, whose
principal place of business is located at 3000 Pontiac Trail, Commerce
Township, Michigan 48390 (hereinafter referred to collectively as
"HoMEDICS"), in the second party. KRONOS and HoMEDICS are collectively
referred to as the "PARTIES".
WHEREAS, the PARTIES acknowledge as follows:
RECITALS
1. KRONOS and HoMEDICS are parties to an Exclusive License Agreement dated
October 22, 2002; a First Amendment to the Exclusive License Agreement dated May
9, 2003; and a Second Amendment to the Exclusive License Agreement dated
September 27, 2004 (collectively, the "License Agreements");
2. KRONOS and HoMEDICS are parties to a Development Agreement dated November 18,
2002 and three (3) Statements of Work dated November 20, 2002 (the "Development
Agreement");
3. KRONOS and HoMEDICS are parties to a Master Loan and Investment Agreement
dated May 9, 2003 and a First Amendment to the Master Loan and Investment
Agreement dated October 25, 2004 (collectively, the "Loan Agreements");
4. KRONOS and HoMEDICS are parties to a Security Agreement dated May 9, 2003
(the "Security Agreement");
5. KRONOS and HoMEDICS are parties to a Secured Promissory Note in the principal
amount of $2,400,000 dated May 9, 2003 (the "$2.4M Note");
6. KRONOS and HoMEDICS are parties to a Secured Promissory Note in the principal
amount of $1,000,000 dated May 9, 2003 that was replaced with a Secured
Promissory Note in the principal amount of $925,000 dated October 25, 2004
("$925,000 Note");
7. KRONOS and HoMEDICS are parties to a Warrant No. 1 dated May 9, 2003 and a
Warrant No. 2 dated May 9, 2003 that were replaced with an Amended and Restated
Warrant No. 1 dated October 25, 2004 ("Warrant No. 1") and Amended and Restated
Warrant No. 2 ("Warrant No. 2") dated October 25, 2004; and a Warrant No. 3
dated October 25, 2004 ("Warrant No. 3" and collectively the "Warrants"); and
8. KRONOS and HoMEDICS are parties to a Registration Rights Agreement dated
May 9, 2003 that was replaced by an Amended and Restated Registration Rights
Agreement dated October 25, 2004 ("Registration Agreement").
WHEREAS, KRONOS and HoMEDICS have endeavored since October 2002 to
develop a consumer standalone air purification product based on the KRONOS
technology; and
WHEREAS, KRONOS owes HoMEDICS a total of $2,575,000 together with
interest thereon under the terms of the Loan Agreements, the $2.4M Note and
$925,000 Note; and
WHEREAS, as of the period ending September 30, 2006, KRONOS had total
liabilities of approximately $5.5 million, including approximately $2.9 million
of current liabilities, and assets, excluding intangibles and net property and
equipment, of $172,000; and
WHEREAS, for the three months ending September 30, 2006, KRONOS had
revenue of $19,200; and
WHEREAS, as of the period ending September 30, 2006, KRONOS had a cash
balance of approximately $124,000 and had an average monthly cash outflow from
operations and investing activities (based on the three months ended September
30, 2006) of approximately $240,000; and
WHEREAS, KRONOS has issued over 59 million shares of common stock, par
value $0.001 per share of KRONOS ("Kronos Common Stock"), which are excluded
from the HoMEDICS anti-dilution protection clause of the Loan Agreements, at an
average price of $0.058 over the past twelve months to Cornell Capital Partners,
LP in repayment of sixty-two percent (62%) of KRONOS' $4,000,000 debt obligation
to Cornell; and
WHEREAS, as of the market close on January 29, 2007, KRONOS was trading
at $0.006 per share. The exercise price of the Warrants is $0.10 per share; and
WHEREAS, KRONOS may be unable to meet its financial obligations,
including the repayment of $2,575,000 together with interest thereon secured
from HoMEDICS under terms of the Loan Agreements, without the sale of consumer
standalone air purification products and/or additional third party financing;
and
WHEREAS, KRONOS has no available registered shares of Kronos Common
Stock to be sold to Cornell Capital Partners, LP under that certain Registration
Statement on Form SB-2 (Registration No. 333-124167) pursuant to the terms of
that certain Standby Equity Distribution Agreement, dated April 13, 2005, by and
between Cornell Capital Partners, LP and KRONOS;
WHEREAS, KRONOS cannot obtain adequate long term funding from one or
more third parties because of (i) the dilution burden placed on KRONOS' equity
structure by the Warrants, (ii) the dilution burden placed on KRONOS' equity
structure by the Loan Agreements and (iii) the HoMEDICS' Security Agreement;
WHEREAS, one of the reasons the PARTIES are interested in entering into
this Agreement is so that the terms contained herein may be beneficial for
KRONOS in obtaining financing from a third party; and
WHEREAS, for purposes of avoiding costly litigation and in order to
reach an amicable resolution of the claims and disputes by and among the
PARTIES, the PARTIES desire to compromise, fully and finally settle, and fully
release any and all actual or potential claims, known and unknown, that HoMEDICS
may have against KRONOS and that KRONOS may have against HoMEDICS; and
NOW, THEREFORE, in consideration of the promises, the performance of
the covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the PARTIES to this Agreement hereby represent, warrant, consent
and agree as follows:
1. ADOPTION OF RECITALS. The PARTIES hereto adopt the above recitals as being
true and correct, and they are incorporated herein as material parts of this
Agreement.
2. SETTLEMENT BENEFITS.
A. Payment by KRONOS. KRONOS hereby agrees to pay to HoMEDICS within one hundred
twenty (120) days following the execution of this Agreement by all PARTIES
hereto the sum of One Million Dollars (US $1,000,000.00) (the "Cash Payment").
In the event KRONOS fails to timely make the Cash Payment as provided in this
Section 2(A), the PARTIES hereby agree that this Agreement shall be
automatically voided and have no further force and effect. The Parties hereby
agree that $500,000.00 of the Cash Payment is allocated to the cancellation of
the Loan Agreements, as set forth in Section 2(D) herein, and $500,000.00 of the
Cash Payment is allocated to the cancellation of Warrant No. 3, as set forth in
Section 2(C) herein.
Exhibit 99.1-2
B. Satisfaction of All Amounts Owed. HoMEDICS and KRONOS hereby acknowledge and
agree that upon timely receipt of the Cash Payment by HoMEDICS as set forth in
Section 2(A) herein, all amounts owed by KRONOS to HoMEDICS, including, but not
limited to, the financing documents described in the Recitals above, shall be
deemed satisfied and paid in full.
C. Cancellation of Warrant No. 3. HoMEDICS hereby agrees that as partial
consideration for the Cash Payment, HoMEDICS shall, upon timely receipt of the
Cash Payment as set forth in Section 2(A) herein, deliver original Warrant No. 3
to KRONOS for cancellation. HoMEDICS and KRONOS hereby agree that, upon timely
receipt of the Cash Payment as set forth in Section 2(A) herein, Warrant No. 3
shall be immediately and automatically cancelled and HoMEDICS and/or any
affiliate, purchaser, assignee or transferee of HoMEDICS shall not have any
rights with respect to Warrant No. 3.
D. Termination of Loan Agreements. As partial consideration for the Cash
Payment, KRONOS and HoMEDICS hereby agree to terminate the Loan Agreements,
including, but not limited to any anti-dilution provisions contained therein,
and further acknowledge and agree that neither KRONOS nor HoMEDICS shall have
any further obligations under the Loan Agreements. HoMEDICS and KRONOS hereby
agree that, upon timely receipt of the Cash Payment as set forth in Section 2(A)
herein, the Loan Agreements shall be immediately and automatically terminated
and neither KRONOS nor HoMEDICS nor any affiliate, purchaser, assignee or
transferee of KRONOS or HoMEDICS shall have any rights with respect to the Loan
Agreements.
E. Termination of the License Agreements. In order for KRONOS to be unencumbered
in securing a new strategic partner for the consumer standalone air purification
market in order to allow KRONOS to remain a viable on-going business operation,
the PARTIES agree that, upon timely receipt of the Cash Payment as set forth in
Section 2(A) herein, the License Agreements, Development Agreement and all
related obligations to each PARTY thereunder shall automatically terminate.
F. Warrant No. 1 and Warrant No. 2. HoMEDICS and KRONOS acknowledge and agree
that Warrant No. 1 and Warrant No. 2 and all terms contained therein remain in
full force and effect.
G. Mandatory Exercise of Warrant No. 1 and Warrant No. 2. HoMEDICS and KRONOS
hereby agree that, in the event the closing price per share of Kronos Common
Stock, as quoted by Bloomberg, LP, is above $0.20 for twenty (20) consecutive
trading days, KRONOS, in its sole discretion, may require HoMEDICS to exercise
Warrant No. 1 and Warrant No. 2 in their entirety with respect to all KRONOS
shares underlying such warrants; provided, however, that KRONOS has previously
registered with the SEC all KRONOS shares underlying Warrant No. 1 and Warrant
No. 2 for resale by HoMEDICS, and the SEC registration statement for such KRONOS
shares is in full force and effect at the time that KRONOS provides HoMEDICS
with the written notice described in the next sentence. HoMEDICS and KRONOS
hereby agree that such required exercise of Warrant No. 1 and Warrant No. 2
shall occur within five (5) business days of written notification to HoMEDICS by
KRONOS of KRONOS decision to require HoMEDICS to exercise Warrant No. 1 and
Warrant No. 2 with respect to all KRONOS shares underlying such warrants.
H. Registration Rights Agreement. The parties acknowledge and agree that the
Registration Rights Agreement remains in full force and effect except for
Paragraph 2 ("Demand Registration") and Paragraph 9 ("Limitations on Subsequent
Registration Rights") of the Registration Rights Agreement which are both
deleted in their entirety.
I. Selling Limitation By HoMEDICS. HoMEDICS hereby agrees that, if it exercises
Warrant No. 1 and/or Warrant No. 2 into shares of KRONOS Common Stock,
including, but not limited to, pursuant to Section 2(F) above, HoMEDICS shall
not sell in any one (1) calendar day an amount of shares of Kronos Common Stock
that is greater than an amount equal to the product of (i) ten percent (10%)
multiplied by (ii) the average daily trading volume for the KRONOS Common Stock
for the prior sixty (60) trading days.
J. Return of Confidential Information. The PARTIES agree that, upon timely
receipt of the Cash Payment as set forth in Section 2(A) herein, to return or
destroy any and all confidential information whether in paper or electronic
form.
Exhibit 99.1 - 3
K. Intellectual Property. The PARTIES acknowledge that based on the terms of the
License Agreements, KRONOS shall retain all rights to any improvement,
enhancement or modification made to the Licensed Technology (as defined below),
and inventions, discoveries, works of authorship, know-how, technical
information, work product developed by KRONOS and all intellectual property
embodied in any of the foregoing that were created, conceived or first reduced
to practice during the term of the License Agreements that KRONOS invented,
including but not limited to any inventions based on HoMEDICS' specifications
and/or HoMEDICS' funding of product development ("KRONOS Improvements"). To the
extent HoMEDICS invents or invented any patented technology relating to the
Products ("HoMEDICS Improvements") not directed to the power supplies and/or
grid arrays, HoMEDICS shall be the owner of all rights in such technology.
HoMEDICS hereby irrevocably transfers and assigns to KRONOS all rights, title
and interest which HoMEDICS may have in or to the HoMEDICS Improvements directed
to the power supplies and/or grid arrays, including, without limitation, all
copyright and other intellectual property. KRONOS may, at KRONOS' sole
discretion, enter into good faith negotiations with HoMEDICS to purchase the
HoMEDICS Improvements not directed to the power supplies and/or grid arrays, at
fair market value.
"Licensed Technology" shall mean all patents, patented,
unpatented and unpatentable technical information, software, including source
code, formats and executable code, trade secrets, devices, models, protocols,
things, management procedures, data, know-how, methods, documents, materials,
products, documentation, copyrights, works of authorship, trademarks and all
confidential information and any other existing rights including disputed rights
related to making, using, selling, and/or marketing, for the Products.
"Products" shall mean solely Consumer standalone (self
standing and portable) air purification devices made in accordance with the
Specifications and in accordance with the Licensed Technology. Products shall
not include devices capable of other uses, such as humidifiers, fans and/or
heaters.
"Consumer" shall mean a purchaser or individual using Products
for personal use, and not for any commercial, governmental or industrial use.
L. The PARTIES hereby agree that HoMEDICS shall retain its ownership rights with
respect to Patent No. D500848 (issued January 11, 2005), Patent No. D499476
(issued December 7, 2004) and Patent No. D501042 (issued January 18, 2005).
M. Return of KRONOS Property. Upon timely payment by KRONOS of the Cash Payment
as set forth in Section 2(A) herein, HoMEDICS, within three (3) business days,
will return to KRONOS four (4) of the five (5) KRONOS built prototype air
purification devices provided by KRONOS to HoMEDICS in 2006.
N. Mutual Non-Disparagement.
(i) Except as required by law, HoMEDICS shall not engage in any conduct or make
any statement, which is in any way critical of, disparaging to, or otherwise
derogatory about KRONOS, its business, shareholders, Board, officers, staff,
employees or agents.
(ii) Except as required by law, KRONOS shall not engage in any conduct or make
any statement, which is in any way critical of, disparaging to, or otherwise
derogatory about the HoMEDICS, its business, shareholders, Board, officers,
staff, employees or agents.
3. RELEASE BY KRONOS.
A. Definitions. For purposes of this Paragraph 3, "KRONOS" means KRONOS ADVANCED
TECHNOLOGIES, INC., a Nevada corporation, whose principal place of business is
located at 464 Common St., Suite 301, Belmont, MA 02478, KRONOS AIR TECHNOLOGIES
INC., a Nevada corporation, whose principal place of business is located at
15241 NE 90th Street, Redmond, WA 98052, and all related corporations,
partnerships, affiliates, subsidiaries, parents, entities, successors and
assigns and their past and present directors, officers, shareholders,
contractors, agents, attorneys and/or employees. (Continued on next page)
Exhibit 99.1 - 4
For purposes of this Paragraph 3, "RELEASED PARTIES" means one, all or any
combination of the following: (i) FKA DISTRIBUTING CO. d/b/a HOMEDICS, INC., a
Michigan corporation, whose principal place of business is located at
3000 Pontiac Trail, Commerce Township, Michigan 48390, and all related
corporations, partnerships, affiliates, subsidiaries, parents, entities,
successors and assigns and their past and present directors, officers,
shareholders, contractors, agents, attorneys and/or employees; and
(ii) HOMEDICS-U.S.A., INC., a Michigan corporation, whose principal place of
business is located at 3000 Pontiac Trail, Commerce Township, Michigan 48390,
and all related corporations, partnerships, affiliates, subsidiaries, parents,
entities, successors and assigns and their past and present directors, officers,
shareholders, contractors, agents, attorneys and/or employees.
B. KRONOS unconditionally and irrevocably releases the RELEASED PARTIES from all
known or unknown claims, debts, liabilities, breaches of contract, compensation,
claims for profits, claims for expenses, demands, damages, actions, causes of
action, or suits of any kind or nature whatsoever, if any, that KRONOS presently
has or could have, for any event, occurrence, or omission that has occurred
prior to KRONOS signing this Agreement including, all losses, debts,
liabilities, breaches, claims and causes of action based on breach of contract,
accounting, misrepresentation, fraud, property damage, personal injury,
disclosure of trade secrets and proprietary information, conflicts of interest,
tortious interference, breach of fiduciary duties, demands, costs, loss of
services, expenses, compensation, contribution, attorneys' fees, and all
compensatory, consequential, liquidated, special and punitive damages. KRONOS
acknowledges that HoMEDICS has relied on the representations and promises in
this Agreement and in this release (described herein in Paragraph 3) in agreeing
to the Settlement Benefits (described above in Paragraph 2). KRONOS understands
that KRONOS is releasing any and all claims for events that have occurred prior
to KRONOS' signing this Agreement that KRONOS may not know about as of the date
they execute this Agreement. KRONOS hereby acknowledges and agrees that this
Agreement shall not limit the rights and/or obligations of HoMEDICS' insurance
carrier.
4. RELEASE BY HOMEDICS.
A. Definitions. For purposes of this Paragraph 4, "HoMEDICS" means one, all or
any combination of the following: (i) FKA DISTRIBUTING CO. d/b/a HOMEDICS, INC.,
a Michigan corporation, whose principal place of business is located at 3000
Pontiac Trail, Commerce Township, Michigan 48390, and all related corporations,
partnerships, affiliates, subsidiaries, parents, entities, successors and
assigns and their past and present directors, officers, shareholders,
contractors, agents, attorneys and/or employees; and (ii) HOMEDICS-U.S.A., INC.,
a Michigan corporation, whose principal place of business is located at 3000
Pontiac Trail, Commerce Township, Michigan 48390, and all related corporations,
partnerships, affiliates, subsidiaries, parents, entities, successors and
assigns and their past and present directors, officers, shareholders,
contractors, agents, attorneys and/or employees. For purposes of Paragraph 4,
"RELEASED PARTIES" means KRONOS ADVANCED TECHNOLOGIES, INC., a Nevada
corporation, whose principal place of business is located at 464 Common St.,
Suite 301, Belmont, MA 02478, KRONOS AIR TECHNOLOGIES INC., a Nevada
corporation, whose principal place of business is located at 15241 NE 90th
Street, Redmond, WA 98052, and all related corporations, partnerships,
affiliates, subsidiaries, parents, entities, successors and assigns and their
past and present directors, officers, shareholders, contractors, agents,
attorneys and/or employees.
B. HoMEDICS unconditionally and irrevocably releases the RELEASED PARTIES from
all known or unknown claims, debts, liabilities, breaches of contract,
compensation, claims for profits, claims for expenses, demands, damages,
actions, causes of action, or suits of any kind or nature whatsoever, if any,
that HoMEDICS presently has or could have, for any event, occurrence, or
omission that has occurred prior to HoMEDICS signing this Agreement including,
but not limited to, all losses, debts, liabilities, breaches, claims and causes
of action based on breach of contract, accounting, misrepresentation, fraud,
property damage, personal injury, disclosure of trade secrets and proprietary
information, conflicts of interest, tortious interference, breach of fiduciary
duties, demands, costs, loss of services, expenses, compensation, contribution,
attorneys' fees, and all compensatory, consequential, liquidated, special and
punitive damages. HoMEDICS acknowledges that KRONOS has relied on the
representations and promises in this Agreement and in this release (described
herein in Paragraph 4) in agreeing to the Settlement Benefits (described above
in Paragraph 2). HoMEDICS understands that HoMEDICS is releasing any and all
claims for events that have occurred prior to HoMEDICS' signing this Agreement
that HoMEDICS may not know about as of the date it executes this Agreement.
HoMEDICS hereby acknowledges and agrees that this Agreement shall not limit the
rights and/or obligations of KRONOS' insurance carrier.
Exhibit 99.1 - 5
5. ACKNOWLEDGEMENT OF CONSIDERATION. The PARTIES hereto each acknowledge and
agree that the Settlement Benefits (Paragraph 2 above) and Releases (Paragraphs
3 and 4 above), and mutual covenants and promises that are set forth in this
Agreement are being exchanged for each of the PARTIES executing this Agreement,
and that, but for the agreements made hereunder, they have no entitlement to the
consideration exchanged pursuant to this Agreement.
6. KNOWING AND VOLUNTARY WAIVER. The PARTIES hereto each acknowledge and agree
that the waiver of each of the PARTIES' claims is knowing and voluntary and that
this waiver is a part of this Agreement, which has been written in a manner
calculated to be, and which is, understood by each of the PARTIES.
7. NON-ADMISSION. Nothing in this Agreement, including the above Settlement
Benefits, are to be construed as an admission of wrongdoing or of any liability
by any of the PARTIES. The PARTIES acknowledge and agree that this Agreement
represents a settlement and compromise reached between the PARTIES. The
execution of this Agreement shall not be deemed, construed or interpreted, in
any way, to be an admission by the PARTIES regarding liability, damages or the
validity of any claim or defense, which the PARTIES have asserted or may assert.
If this Agreement is not fully and finally consummated by its valid and binding
execution date, then no statements contained herein shall be used for any
purpose whatsoever against any of the PARTIES.
8. COOPERATION. The PARTIES agree to execute and deliver any and all documents
that may be necessary to effectuate the terms agreed to herein.
9. PLAIN MEANING AND HEADERS. This Agreement shall be interpreted in accordance
with the plain meaning of its terms and not for or against the drafter's rights
hereunder. The headers describing the contents of the provisions are simply for
identification purposes and shall not be construed as a substantive part of the
provision.
10. AGREEMENT THE PRODUCT OF NEGOTIATION. This Agreement is the product of
negotiation between the PARTIES. In the event of a dispute concerning the
interpretation of this Agreement or of any of its terms or provisions, the
Agreement shall be deemed to have been drafted jointly by the PARTIES, and shall
not be more strictly construed against any of the PARTIES.
11. WAIVER. No waiver of a breach of any provision of this Agreement shall
constitute a waiver of a breach of any other provision of this Agreement or of a
prior or subsequent breach of the same provision. No extension of time of
performance of an act or obligation under this Agreement shall constitute an
extension of time of performance of any other act or obligation.
12. NO ASSIGNMENT. The PARTIES represent and warrant that no person other than
the signatories hereto had or has any interest in the matters referred to in
this Agreement, that the PARTIES have the sole right and exclusive authority to
execute this Agreement, and that the PARTIES have not sold, assigned,
transferred, conveyed, or otherwise disposed of any claim, demand or legal right
that is the subject of this Agreement.
13. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed under the
laws of New York.
14. OPPORTUNITY TO CONSULT WITH COUNSEL. The PARTIES hereby represent and
acknowledge that they have been provided with the opportunity to discuss and
review the terms of this Agreement with their respective attorneys before
signing it and that they are freely and voluntarily signing this document in
exchange for the benefits provided herein. The PARTIES further represent and
acknowledge that they have been provided a reasonable period of time within
which to review the terms of this Agreement.
15. PREVAILING PARTY. In the event that it shall be necessary for any Party to
this Agreement to institute legal action to enforce any of the terms and
conditions or provisions contained herein, or for any breach thereof, the
prevailing Party shall be entitled to costs and reasonable attorney's fees.
Exhibit 99.1 - 6
16. ENTIRE AGREEMENT. This Agreement is the entire agreement between the PARTIES
relating to the subject matter of this Agreement, and fully supersedes any and
all prior agreements and understandings, both written and oral, between any of
the PARTIES. The PARTIES acknowledge that no one has made any representations or
promises to them, other than those contained in or referred to in this
Agreement, and that they are not relying on any representations or promises not
set forth herein in executing this Agreement.
17. MODIFICATION OR AMENDMENT. No amendment, change or modification of this
Agreement, or waiver of any provision of this Agreement, shall be valid unless
it is in writing, signed by each of the PARTIES or by his or its respective
successors and/or assigns. The PARTIES agree not to make any claim at any time
or place that this Agreement has been orally modified in any respect whatsoever.
18. SEVERABILITY. Should any provision of this Agreement be declared or
determined by any court of competent jurisdiction to be illegal or invalid, the
validity of the remaining parts, terms or provisions shall not be affected
thereby and said illegal or invalid part, term or provision shall be deemed not
to be a part of this Agreement and all other valid provisions shall survive and
continue to bind the PARTIES; provided however, that the provisions set forth in
this Paragraph 18 shall not be interpreted to apply to the duties, rights and
obligations of the PARTIES set forth in Paragraphs 2, 3 and 4 of this Agreement.
19. NOTICE. Notice shall be addressed to the PARTIES at the address and
facsimile listed below and sent by both (a) facsimile and (b) by a nationally
recognized overnight courier for next day morning delivery, in which case notice
shall be deemed delivered one (1) business day after the facsimile has been sent
and one (1) business day after deposit with such overnight courier. The
addresses below may be changed by written notice to the other each of the
PARTIES; provided, however, that no notice of a change of address shall be
effective until actual receipt of such notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any
notice shall not be deemed a failure to give notice.
If to HoMEDICS: HoMedics, Inc.
3000 Pontiac Trail
Commerce Township, MI 48390
Telephone: 2418.863.3000
Attention: Alon Kaufman
With a copy to: Seyburn, Kahn, Ginn, Bess and Serlin, P.C.
2000 Town Center, Suite 1500
Southfield, MI 48075
Telephone: 248.353.7620
Facsimile: 248.353.3727
Attention: Alan M. Stillman, Esq.
If to KRONOS: Kronos Advanced Technologies, Inc.
464 Common Street, Suite 301
Belmont, MA 02478
Telephone: 617.993-9980
Facsimile: 617.993-9985
Attention: Daniel R. Dwight
With a copy to: Kirkpatrick & Lockhart Preston Gates Ellis LLP
Miami Center - 20th Floor
201 South Biscayne Blvd.
Miami, FL 33131-2399
Telephone: 305.539.3300
Facsimile: 305.358.7095
Attention: Clayton Parker, Esq.
Exhibit 99.1 - 7
20. COUNTERPARTS. This Agreement may be executed by facsimile and in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute the same agreement. The PARTIES each shall execute
four (4) originals. The PARTIES agree that facsimile signatures shall be treated
as original signatures. Each of the PARTIES shall provide originals within five
(5) business days thereafter.
21. EXECUTION OF AGREEMENT. The PARTIES to this Agreement each acknowledge and
agree that in deciding to execute this Agreement: (a) the PARTIES relied
entirely on their own judgment and that of any legal counsel; (b) no facts,
evidence, event or transaction currently unknown to the PARTIES, but which may
hereinafter become known, shall affect in any way or manner the final,
unconditional nature of this Agreement; (c) the execution of this Agreement is a
completely knowing and voluntary act; (d) the PARTIES understand the terms of
this Agreement; (e) the PARTIES have been advised to consult with legal counsel
and have been provided with time to consult with legal counsel prior to the
execution of this Agreement; (f) all promises made to the PARTIES in connection
with this Agreement or as inducement to sign same expressly are set forth in
full in the other paragraphs of this Agreement.
IN WITNESS WHEREOF, each of the PARTIES having so agreed to the terms
stated herein, have set their hands the date and year below so written.
[SIGNATURE PAGES TO FOLLOW]
Exhibit 99.1-8
KRONOS ADVANCED TECHNOLOGIES, INC. KRONOS AIR TECHNOLOGIES INC.
/s/ Daniel R. Dwight /s/ Daniel R. Dwight
By: Daniel R. Dwight By: Daniel R. Dwight
Title: President and CEO Title: President and CEO
Dated: February 20, 2007 Dated: February 20, 2007
FKA DISTRIBUTING CO. HOMEDICS-U.S.A., INC.
d/b/a HOMEDICS, INC.
/s/ Alon Kaufman /s/ Alon Kaufman
By: Alon Kaufman By: Alon Kaufman
Title: CEO Title: CEO
Dated: February 20, 2007 Dated: February 20, 2007
Exhibit 99.1 - 9