Quadrant 4 Systems Corp. (fka QFORQ)

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The Settlement agreement..


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION
Case No. 05-23369-CIV-UNGARO-BENAGES/O'Sulliva n
AVENTURA HOLDINGS, INC.,
a Florida Corporation
Plaintiff,
V.
T. JOSEPH COLEMAN;
PETER KLAMKA;
RTV MEDIA CORP;
THE COLEMAN FAMILY TRUST;
VEGA 7 ENTERTAINMENT; AND
WILSHIRE CAPITAL LTD.
Defendants. :
/
SETTLEMENT AGREEMENT
This Agreement ("Agreement") is made th is 17th day of March, 2006 by and
between AVENTURA HOLDINGS, INC ., a Florida Corporation ("AVENTURA") its
successors and assigns, jointly and severally, and Defendants T. JOSEPH COLEMAN ;
PETER KLAMKA; RTV MEDIA CORP; THE COLEMAN FAMILY TRUST; VEGA 7
ENTERTAINMENT; and WILSHIRE CAPITAL LTD. ( the "Defendants") all
Defendants being bound jointly an d severally, each individually a "Party" and
collectively , " the Parties ") individually and by and through their respective legal counsel
enter into this Settlement as follows :
WITNESSETH:
WHEREAS, in or about 2006 , AVENTURA instituted the above captioned claim
against the Defendants , asserting , inter alia, various causes of action , (hereinafter the
"Litigation") and;
WHEREAS, the Parties, by and through their respective representatives and
counsel, have entered into negotiations in order to resolve the Litigation between them
A ventura Holdings, Inc. v. Coleman etal Page 2 of 5
Case No. : 05-23369-CIt"-UNGARO-BENAGES/ O Sullivan
and, by this Agreement, intend to finally and fully resolve and settle all claims between
them arising from or relating to the Litigation, and none of the Parties make any
admission as to its respective claims or defenses or to the claims or defenses of any of the
other Parties relating to the Litigation; and
WHEREAS, this Agreement is entered into for the purposes of compromise and
Settlement only ;
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
promises herein contained, and for other good and valuable consideration, the Parties,
intending to be mutually bound, agree as follows :
Settlement: The Defendants agree to relinquish any and all rights they may have
in Aventura Holdings, Inc . f/k/a Sun Network Group, Inc., to approve, authorize
or otherwise consent as included but not limited to Articles 8 and 11 of the LLC
Interest Purchase Agreement entered into the 27th day of May, 2005 (Exhibit 1) .
The Defendants agree to execute any and all documents reasonably requested by
AVENTURA to effectuate such relinquishment of rights, authority and consent .
2. Default: A default shall be defined as the failure to execute any and all documents
reasonably requested by AVENTURA to effectuate such relinquishment of rights,
authority and consent .
3. No Admission of Liability : The Parties acknowledge and agree that this
Settlement Agreement should not be construed as an admission of liability or fault
on the part of the Defendants . This Settlement is entered into by all parties for the
purpose of resolving disputed claims and avoiding the expenses and risks of
further litigation . The parties agree that such Settlement is of this entire matter,
including, each individual defendan t
4. Filing, Adoption, Dismissal and Subsequent Jurisdiction : AVENTURA will
file this Agreement with the United States District Court in the above captioned
cause and request that this agreement be adopted as the binding compromise and
Settlement of the parties. Upon such filing AVENTURA shall file a Notice of
Voluntary Dismissal with Prejudice in the above captioned cause in the United
Aventura Holdings , Inc. v . Coleman eta! Page 3 of 5
Case No. : 05-23369-CI V -UNGARO-BENAGES / O Sullivan
States District Court. The Parties acknowledge that notwithstanding such filing
that the United States District Court retains jurisdiction for the enforcement of this
Agreement upon application of any Party .
5 . No Confidentiality: The Parties agree that the confidentiality of this Agreement
is not a material consideration for their entering into this Agreement and that the
contents hereof will be filed of record . The Parties hereto expressly consent to
such filing and disclosure.
6. Attorney Fees and Costs : The Parties hereby acknowledge and agree that each
party shall bear their own attorney's fees and costs .
7. Parties' Warranties: The Parties hereto represent and warrant that they will not
commence any actions against any third person or entity for claims arising from
or relating to the Litigation. The Parties hereto represent and warrant that the
persons signing this Settlement Agreement warrant and represent that they
possess full authority to bind the persons (or entities) on whose behalf they are
signing to the terms of this Settlement.
8. Miscellaneous: Time and strict performance of this Agreement are of the essence .
In the event that any legal proceeding is initiated by either Party to enforce this
Agreement, the prevailing Party will be entitled to recover all of its costs and
expenses incurred therewith, including reasonable attorneys' fees . It is further
agreed:
a. This Agreement constitutes the entire underst anding among the Parties
with respect to its subject matter.
b. This Agreement supersedes all prior agreements and representations,
whether oral or written. This Agreement is intended as a final and
definitive Settlement of the Litigation .
c. Each Party to this Agreement has carefully read this Agreement, has
reviewed the contents hereof with legal counsel, understands the contents
hereof, and voluntarily signs this Agreement with intent to be bound by all
the terms contained herein .
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Case No .: 05-2-?369-CIY-LIA'Cj,4RO-BEN4GES,I O'Sullivan
d. For purposes of construing this Agreement, each Party will be considered
a drafter of this Agreement and headings used in this Agreement are
provided for convenience only and shall not be used to construe meaning
or intent .
e. This Agreement will be construed and interpreted in accordance with the
laws of the State of Florida, without reference to conflicts of laws
principles. The Parties expressly agree that any action to enforce the
terms of this Agreement shall be brought in the United States District
Court for the Southern District of Florida and the Parties irrevocably
consent to said jurisdiction .
f. In the event that any provision of this Agreement is found to be
unenforceable by a Court or regulatory body of competent jurisdiction, the
remaining provisions will remain in full force and effect .
g. Notices:
i. All default or other notices as required under this Agreement as to
AVENTURA will be sent to Richard Baron, Esq ., Richard Baron &
Associates, 501 Northeast ls` Avenue, Suite 201, Miami, Florida 33132,
Tel: [phone], Fax : [phone].
ii . All default or other notices as required under this Agreement as to T .
JOSEPH COLEMAN, RTV MEDIA CORP ., VEGA 7
ENTERTAINMENT and THE COLEMAN FAMILY TRUST will be
sent to: c/o Vega 7 Entertainment, 9601 Wilshire Blvd ., Suite 1109,
Beverly Hills, CA . 90210, Fax : [phone].
iii. All default or other notices as required under this Agreement as to
PETER KLAMKA will be sent to : 3600 Green Ct., Suite 110, Ann
Arbor, MI 48105 .
h. This Agreement is effective immediately upon execution by the parties
hereto .
i. This Stipulation agreement may be executed in several counterparts . All
AwnbraHold ergs, hrc. Y. Col ,et al Page 5 of 5
Carr No.: 03-23369-CrV-UM3ARO-MNAGES / 0 Sidkv t
such counterparts and signature pages together, shall be doomed one
document. A fax copy of such executed signature page shall be deemed an
original .
IN WI'T'NESS WHEREOF, we have hertrto set our hands and seals this 1 7*
day of March 2006.
0 H Os, TNC.,
CRAIG A. WALTZ EP, President
WILLIAM H. COLEMAN,
THE COLEMAN FAMILY TRUST
Date_ -3 2 Z 4006
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