Settlement Agreement dated March 28, 2013, among Research Solutions, Inc., Techniques Appliquées aux Arts Graphiques, S.p.A., Fimmotaag, S.p.A., Patrice Chambin, and Mario Vendemiati.
EXHIBIT 10.1
Settlement Agreement dated March 28, 2013, among Research Solutions, Inc., Techniques Appliquées aux Arts Graphiques, S.p.A., Fimmotaag, S.p.A., Xxxxxxx Chambin, and Xxxxx Xxxxxxxxxx.
TRANSACTIONAL
PROTOCOL
In Paris
March 28, 2013
BETWEEN:
TECHNIQUES APPLIED TO THE GRAPHIC ARTS, a simplified joint stock company
with capital of € 89,000 which is headquartered Olympe De Gouges 3 Rue - Zac 91,350 GRIGNY of Radars and registered with the
Trade and Companies under number Evry 431,289 156, represented by its President, Xx Xxxxx Xxxxxx,
BELOW CALLED "TAAG"
FIRST PART
RESEARCH SOLUTIONS (formerly DERYCZ SCIENTIFIC Inc., following a change
of name) a U.S. company whose head office is located 0000 Xxxxxx Xxxx, Xxxxx 000, XX 00000 XXX, represented by its President, Xx
Xxxxx Xxxxxx,
BELOW CALLED "RESEARCH SOLUTIONS"
SECOND PART
ET:
FIMMOTAAG, limited liability company with a capital of 13,312 euros, whose
registered office is located 000 xxxx Xxxxxxx, 00000 XXXXX, registered in Evry under number 000 000 000, in the person of his two
co-managers and Gentlemen Xxxxxxx Chambin and Xxxxx XXXXXXXXXX, hereafter "FIMMOTAAG"
BELOW CALLED "FIMMOTAAG"
THIRD PART
Xxxxxxx Chambin, born 18 December 1953 in Paris (75014), residing at 00
Xxx Xxxxx Xxxxx, 00000 XXXXX XXXXXXX PONTHIERY, company director,
BELOW CALLED "Xxxxxxx Chambin"
FOURTH PART
Xxxxx XXXXXXXXXX born October 10, 1958 in Draveil (91210), residing 000
xxxxx Xxxxxxx, 00000 XXXXX, of French nationality, company director,
BELOW CALLED "Xxxxx Xxxxxxxxxx"
FIFTH PART OF
BELOW TOGETHER DESIGNATED "PARTIES"
OR INDIVIDUALLY "PART"
TABLE OF CONTENTS
1. PREAMBLE 3
2. PURPOSE 5
3. MUTUAL CONCESSIONS 5
4. ENTRY INTO FORCE 9
5. SCOPE OF TRANSACTION PROTOCOL 10
6. WITHDRAWAL OF PROCEEDINGS AND WAIVER OF ACTION 10
7. WARRANTY 11
8. 11 ENTIRE
9. CONFIDENTIALITY 11
10. APPLICABLE LAW AND JURISDICTION 12
11. ADDRESS 12
1. PREAMBLE
TAAG company, founded in 2000, has a printing business called "work"
and currently employs about fifty employees.
The company has TAAG Chairman RESEARCH SOLUTIONS society which is headquartered
in the United States, and is also the sole shareholder of the company TAAG.
The company is a holding FIMMOTAAG heritage founded by Xx. Xxxxx Xxxxxxxxxx
and Xxxxxxx Chambin, they each hold a 50% stake and they are co-managers.
February 24, 2011, the parties entered into an agreement to sell shares
to effect from 31 March 2011, pursuant to which the Company sold 100% FIMMOTAAG capital and voting rights of the company to the
company TAAG RESEARCH SOLUTIONS ( the "Protocol").
The price of this assignment was fixed at the sum of € 750,000, paid
including the delivery of 336,921 shares RESEARCH SOLUTIONS FIMMOTAAG the transferor company (the "Shares RESEARCH SOLUTIONS"),
it being understood that such Shares are RESEARCH SOLUTIONS today made unavailable by the company account holder in the United
States until the complete extinction of all proceedings pending between the parties.
Under the Protocol, FIMMOTAAG Gentlemen Xxxxxxx Chambin and Xxxxx Xxxxxxxxxx
made certain representations and warranties provided in relation to certain assets and liabilities of the company TAAG (the "GAP").
They are particularly committed to indemnify the purchaser for any damage from falling prices of shares sold, due to an event whose
existence, the origin or the cause was prior to the effective date of Protocol .
Coaching of former leaders and Vendemiati Mario Xxxxxxx was Chambin provided
for under labor contracts March 31, 2011 with the company XXXX.
Xxxxx 0, 0000 Xxxxx Xxxxxxxxxx Xxxxxxx and Xxxxxxx were laid off and their
layoffs were reported April 3, 2012.
Their mandates CEOs were dismissed by decision of the President April
30, 2012.
On 17 July 2012, Mario and Xxxxxxx Xxxxxxxxxx Chambin have assigned the
company TAAG before the Labour Court of Evry to challenge the real and serious cause for their dismissal and demanded that the
company TAAG is the aggregate minimum 522,929.60 euros in compensation for the harm they have suffered support (the "proceedings
relating to employment").
January 10, 2013 the company TAAG before the Xxxx of Instruction Judges
TGI Evry a complaint with a civil action against Messrs. Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin, on the counts of forgery and use,
of misuse of corporate assets and the misuse of corporate assets, abuse of power and the misuse of power, submission of false balance
sheets, abuse of rights (the "Criminal Procedure"), to follow a complaint against the same charges filed with the Office
of the Prosecutor of the Republic of Evry in August 2012, registered under number 12215000153 Parquet.
In this respect, companies and TAAG RESEARCH SOLUTIONS certify that no
other complaint, or any other fact or legal basis has been used for any purpose whatsoever against VENDEMIATI and gentlemen Chambin
or company FIMMOTAAG.
Then criminal proceedings referred to above, FIMMOTAAG Gentlemen Xxxxxxx
Chambin and Xxxxx Xxxxxxxxxx companies have opposed RESEARCH SOLUTIONS TAAG and the pleas of fact and law that they intended to
invoke in their defense.
In this context, companies and TAAG RESEARCH SOLUTIONS recognize the facts
that motivated the actions behind leaders criminalization mentioned above can not characterize them as any criminal offense, so
they simply give up to continue those shares remain civil party to any criminal action or initiate another similar procedure for
whatever it is that against FIMMOTAAG and gentlemen Xxxxxxx Chambin and Xxxxx Xxxxxxxxxx.
By deed dated February 11, 2013, TAAG and DERCYZ companies have issued
a summons placed before the Commercial Court of Evry against Messrs. Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin and FIMMOTAAG on the
one hand, the bringing into play their responsibilities because of their directorships CEOs and, secondly, of the involvement of
GAP (the "Commercial Procedure").
FIMMOTAAG Gentlemen Xxxxxxx Chambin Vendemiati Mario and agree, however,
to defend under this Procedure Commercial and enforce their rights and counter-claims vis-à-vis particular company TAAG.
A commercial lease initially 30 December 2008 is currently underway between
the company TAAG as Lessee and society BUROBOUTIC as Lessor (the "Commercial Lease").
Lessee to Lessor initially given a guarantee on first demand issued by
the Banque Populaire Xxxxxxxx Xxxxxxxxx (the "CGAP") corresponding to eighteen (18) months of rent excluding taxes and
charges, amounting to the total sum of 285,000 euros.
The company FIMMOTAAG Gentlemen Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin are
currently guarantees to the Banque Populaire Xxxxxxxx Xxxxxxxxx-cons under the guarantee of the CGAP (the "Guarantor").
Amendment by the Protocol of 31 March 2011, the company has focused RESEARCH
SOLUTIONS strong company TAAG for the benefit of society FIMMOTAAG Gentlemen Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin of the obligation
which is made of honor Regulation of rents owed by it.
Given the financial difficulties of the company TAAG and discussions between
the Lessor and the Lessee in particular, the Lessor is already disinterested up to 140,000 euros for the CGAP directly into the
hands of the Banque Populaire Xxxxxxxx Xxxxxxxxx.
Banque Populaire Xxxxxxxx Xxxxxxxxx has in turn called the company TAAG
then FIMMOTAAG and gentlemen Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin for payment of the first amount of 140,000 euros paid BUROBOUTIC.
It is that quality of Deposit FIMMOTAAG Gentlemen Xxxxx Xxxxxxxxxx and
Xxxxxxx Chambin have dealt with this first call for 140,000 euros directly into the hands of the Banque Populaire Xxxxxxxx Xxxxxxxxx.
CGAP is due to the height of the remainder, ie the sum of 145,000 euros
for which the Surety may also be called by Banque Populaire Xxxxxxxx Xxxxxxxxx in case of default of the company TAAG. The Deposit
reiterated their commitment to the personal guarantee Banque Populaire Xxxxxxxx Xxxxxxxxx up to the sum of 145,000 euros by a separate
document, a copy was presented today at the company's board TAAG.
The deposit could then turn against the principal debtor fails, namely
the company TAAG and proceedings against the company RESEARCH SOLUTIONS for compliance with its commitment to safe door.
FIMMOTAAG Gentlemen Xxxxxxx Chambin and intend to defend Xxxxx Xxxxxxxxxx
through the involvement of CGAP and their rights vis-à-vis the company and society TAAG RESEARCH.
2. SUBJECT
This transaction is intended to terminate permanently, irrevocably fixed
and at any and all disputes, claims, proceedings and disputes referred to the article "Preamble" and all other disputes,
claims, proceedings and disputes that may exist between the Parties, without reservation and unconditionally and irrevocably guaranteed
(the "Transaction Protocol"). Transaction Protocol is therefore intended to settle permanently and overall the past,
present and future between the parties so that it is no longer any economy, no more no claims them by virtue hereof.
3. MUTUAL CONCESSIONS
The Parties agree to unconditionally and irrevocably hereby as follows:
3.1 In respect of companies and TAAG RESEARCH SOLUTIONS:
- The abandonment and waiver of all claims under the Criminal Procedures
all existing or future, and the surrender of their civil party to date and any procedures that may occur.
- A letter of withdrawal of Criminal Procedure, following a complaint
filed with the Public Prosecutor of the Republic of Evry in August 2012, registered under number 12215000153 Parquet is sent that
day to the attention of RAR Parquet Evry and the Xxxx of judge at the Tribunal de Grande Instance EVRY care by Master Xxxxxxxxxx
Xxxxxx, counsel for the company TAAG, and a copy is given to the board that day Gentlemen Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin.
- The abandonment and renunciation of Commercial Procedure and ongoing
commitment waiver of any procedure, of any nature whatsoever, to put the liability of the Company and Messrs. FIMMOTAAG Vendemiati
and Chambin under the GAP, as under the mandates of any kind they could hold.
Mail a discontinuance of the proceedings and action of the Procedure Commercial
committed against Messrs. Mario Xxxxxxxxxx Xxxxxxx Chambin and FIMMOTAAG is sent date in RAR to the attention of the Commercial
Court of Evry by Xxxxxxxxxx Master Gouget care, counsel for the company TAAG, and a copy is given to the board that day Gentlemen
Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin.
- A waiver of the benefit of the provisions of the Protocol that may be
charged to or lead to the implementation of the responsibility of Mario Xxxxxxxxxx Xxxxxxx Chambin FIMMOTAAG and society and in
particular the involvement of GAP against Messrs. Mario Xxxxxxxxxx Xxxxxxx Chambin FIMMOTAAG and society, and / or their heirs
or assigns, covenants that become automatically null and void because it is required hereunder.
- The transfer date, the benefit of anyone choosing RESEARCH, RESEARCH
SOLUTIONS Shares pursuant to transfer documents regularized date between the Parties before a notary, namely delivery by RESEARCH
SOLUTIONS FIMMOTAAG to (i) the Original Certificate of Shares with handwritten signatures and legal representatives of the company
subject to the formalities FIMMOTAAG apostille (ii) the confirmation letter on transfer of stock FIMMOTAAG letterhead signed by
the legal representatives of the company by FIMMOTAAG notary.
- More generally, abandonment and outright renunciation of any action,
claim or demand contentious or not, directly or indirectly, born or unborn, procedural or transactional relationships that bound
on the Parties, that could have companies TAAG and RESEARCH SOLUTIONS against Xxxxx Xxxxxxxxxx Gentlemen, Xxxxxxx Chambin FIMMOTAAG
and society and / or their heirs or assigns for any reason whatsoever and for whatever nature, including trade, tax, social, criminal
or civil.
Hereby societies and TAAG RESEARCH SOLUTIONS jointly undertake not to
transmit to any person any document, testimony, or other piece of information that would cause a violation of the honor, reputation
or integrity of Messrs. Chambin and Vendemiati FIMMOTAAG and society.
Similarly, companies and TAAG RESEARCH SOLUTIONS undertake not to intervene,
directly or indirectly, in any proceedings involving the Company FIMMOTAAG Mr. Chambin and / or Mr. Vendemiati.
Companies and TAAG RESEARCH SOLUTIONS undertake not to hold disparaging
or damaging against the Company FIMMOTAAG, Mr Chambin and / or Mr. Vendemiati.
In this respect, companies and TAAG RESEARCH SOLUTIONS certify that on
the date of signature of this Protocol, they never established or is establishing evidence of any nature whatsoever against the
Company FIMMOTAAG, Mr Chambin and / or Mr. Vendemiati in relation to the acts and deeds which they have knowledge.
3.2 In respect of Xx. Xxxxx Xxxxxxxxxx, Xxxxxxx Chambin and society FIMMOTAAG:
- The abandonment and waiver of proceedings relating to employment, after
sending that day, RAR, a letter of discontinuance of the proceedings and action by the care of Xx Xxxxxx Xxxxxx, lawyer
of Xx Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin, a copy of which is given today to the board of the company TAAG.
- A waiver of the benefit of the provisions of the Protocol against companies
that may be charged to or lead to the implementation of the responsibility if companies and TAAG RESEARCH, stipulations automatically
become null and void by the effect imperative present.
- Return to society by FIMMOTAAG RESEARCH SOLUTIONS of the original Share
certificate bearing number RESEARCH SOLUTIONS DS0160 RESEARCH SOLUTIONS for 336.921 shares (Shares Certificate) and on the back
and the handwritten signature of the legal representative of the company FIMMOTAAG affixed apostille subject to the formalities
and the execution and delivery by FIMMOTAAG date of the letter of confirmation of transfer of stock on letterhead FIMMOTAAG.
All costs of any nature relating to the transfer of Shares RESEARCH SOLUTIONS
are solely the responsibility of RESEARCH, including, in particular, without this list being exhaustive, fees Registry, registration
fees, taxes, duties and taxes related to the possible gain understanding that the course of action so far led to retain a greater
impairment, the costs associated with the removal of the unavailability of the shares transferred.
- In consideration of the abandonment and renunciation of Criminal Procedures
and Business by companies and TAAG RESEARCH, waiving any claim, action or claim, direct or indirect recourse or counterclaim that
may have Vendemiati Mario Gentlemen, Xxxxxxx Chambin and society FIMMOTAAG against companies and TAAG RESEARCH.
- More generally, abandonment and outright renunciation of any action,
directly or indirectly, born or unborn, demand or claim litigation, procedural or transactional, that could have Xxxxx Xxxxxxxxxx,
Xxxxxxx Chambin and society at FIMMOTAAG against companies and TAAG RESEARCH on relations with the bound, for any reason whatsoever
and for whatever nature, including commercial, social, fiscal, criminal or civil.
Hereby Xxxxx Xxxxxxxxxx, Xxxxxxx Chambin and society FIMMOTAAG jointly
undertake not to transmit to any person any document, testimony, or other piece of information that would have the effect of undermining
the honor, reputation or the probity of companies and TAAG RESEARCH, which would result in the prosecution of any criminal, commercial,
tax, civil and social, against them.
Similarly, Xxxxx Xxxxxxxxxx, Xxxxxxx Chambin and society FIMMOTAAG undertake
not to intervene, directly or indirectly, in any proceedings involving companies and TAAG RESEARCH.
Xxxxx Xxxxxxxxxx, Xxxxxxx Chambin and society FIMMOTAAG agree not to hold
disparaging or damaging against companies and TAAG RESEARCH.
In this regard, Xx. Xxxxx Xxxxxxxxxx, Xxxxxxx Chambin and society FIMMOTAAG
do not claim any evidence of any kind whatsoever against the company TAAG and RESEARCH in connection with the acts and deeds which
they have knowledge .
3.3 In respect of the Parties:
- For the purposes hereof upon presentation of proof and suitable date
provided by the Banque Populaire Xxxxxxxx Xxxxxxxxx and a copy is given to the company that day TAAG, the Parties recognize that
Xxxxx Xxxxxxxxxx Gentlemen, Xxxxxxx Chambin and society have FIMMOTAAG set in their capacity Deposit the sum of 140,000 euros directly
into the hands of the Banque Populaire Xxxxxxxx Xxxxxxxxx originally called by the company under the BUROBOUTIC GAPD.
- In consideration of the mutual concessions granted hereunder, the Parties
agree to be fully met their rights and obligations and expressly waive all claims, actions, demands and claims for these 140,000
euros already paid by the Guarantor, such the company FIMMOTAAG Gentlemen Mario Xxxxxxx Chambin Vendemiati or may not be entitled
to claim either the company TAAG, or society RESEARCH SOLUTIONS repayment of these sums for any reason, or for any reason whatsoever.
- In the event that the CGAP is now known by the company against BUROBOUTIC
Banque Populaire Xxxxxxxx Xxxxxxxxx sums due to either the total amount of 145,000 euros, and Banque Populaire Xxxxxxxx Xxxxxxxxx
turns against society TAAG as principal debtor and against Messrs. Mario Xxxxxxx Chambin Vendemiati or as guarantor, the Parties
have agreed to settle the amount directly or indirectly (or all) of 145,000 euros to the Banque Populaire Xxxxxxxx Xxxxxxxxx as
follows :
• For TAAG, the sum of 100,000 euros;
• For Gentlemen Xxxxx Xxxxxxxxxx and Xxxxxxx Chambin the sum of 45,000
euros.
- To this end, the Parties shall transmit that day irrevocably effect
constitute a guarantee of the outstanding balance under the CGAP, the following amounts:
o To TAAG, the sum of 100,000 euros, broken down as follows:
§ 50,000 euros Xxxxxxx Chambin
an escrow account opened for this purpose in the books of the Banque Populaire Xxxxxxxx Xxxxxxxxx, and
§ 50,000 euros Xxxxx Xxxxxxxxxx
an escrow account opened for this purpose in the books of the Banque Populaire Xxxxxxxx Xxxxxxxxx.
Xxxxxxx and gentlemen Chambin Xxxxx Xxxxxxxxxx engaging hereby regularize
to Banque Populaire Xxxxxxxx Xxxxxxxxx any collateral documentation (or any other security which the actual effects would be identical)
are placed on these escrow accounts to repayment of the CGAP ( in whole or in part) that has been addressed by the Banque Populaire
Xxxxxxxx Xxxxxxxxx and satisfactory for the latter.
o For Gentlemen Xxxxxxx Chambin Vendemiati Mario and the sum of 72 500
euros each, for a total of 145,000 euros, personal guarantee commitment made by a separate document to the Banque Populaire Xxxxxxxx
Xxxxxxxxx.
And a total of up to 145,000 euros allocated by the parties unconditionally
and irrevocably guaranteed the remaining funds under the CGAP.
Parties present that day orders are irrevocable transfer mentioned above
the blocked accounts and transmitted suitable session today at the Banque Populaire Xxxxxxxx Xxxxxxxxx accordance with the model
that has been previously transmitted by the Banque Populaire Xxxxxxxx Xxxxxxxxx.
Being specified that these guarantees are affected by the Parties only
payment of the balance of GAPD in the event BUROBOUTIC call latter for the remaining sums guaranteed, until the sum of 145,000
euros, the Parties recognize that expressly hereunder.
In the event that gentlemen Xxxxxxx Chambin Vendemiati and Mario are not
known or partially known by the Banque Populaire Xxxxxxxx Xxxxxxxxx under the involvement of the GAPD and commitment deposit described
below, and / or case of revocation or termination of CGAP, the amount or the balance of funds remaining in escrow accounts and
recorded in the books of the Banque Populaire Xxxxxxxx Xxxxxxxxx TAAG will be returned immediately, Mario and Xxxxxxx Xxxxxxxxxx
Chambin in proportion to their contributions date and the balance as required. In any event, the duration of the guarantees provided
by the Parties as a result of this article shall apply mutatis mutandis to that of GAPD appropriate.
By reciprocal concessions granted hereunder, the Parties mutually and
discharge unconditionally and irrevocably in respect of amounts paid or applied as collateral with the Banque Populaire Xxxxxxxx
Xxxxxxxxx for final settlement of amounts due and payable by it under CGAP until the maximum amount is the sum of 285 000 euros,
without the Parties do not move against each other under the transactions contemplated hereby.
4. EFFECTIVE
Transactional this Protocol shall enter into force as of this date, subject
to the concurrent as follows:
• the payment by TAAG, the total sum of 100,000 euros in blocked
accounts opened by the Banque Populaire Xxxxxxxx Xxxxxxxxx names Xxxxxxx Chambin and Xxxxx Xxxxxxxxxx in effect constitute a guarantee
of the outstanding balance under the CGAP in terms of Article 3.3 above;
• delivering the closing date March 28, 2013 a copy of the acts of
personal guarantee given by Xxxxxxx Chambin Vendemiati Mario and the Banque Populaire Xxxxxxxx Xxxxxxxxx guarantee the outstanding
balance under the CGAP is a total of 145,000 euros or 72,500 euros respectively;
• Commitment signed by Xxxxxxx Chambin and Xxxxx Xxxxxxxxxx any collateral
document (or any other security which the actual effects would be the same) on the total amount of € 100,000 paid into escrow
accounts and Xxxxxxx Chambin Xxxxx Xxxxxxxxxx in books of the Banque Populaire Xxxxxxxx Xxxxxxxxx to create the effect of a real
guarantee to Banque Populaire Xxxxxxxx Xxxxxxxxx partial guarantee of the outstanding balance under the CGAP;
• more generally, with respect to the Parties, the signature, exchange,
delivery and / or closing the circulation of all documents referred to in Article 3 above and necessary for the completion of the
transactions referred to in this Transactional protocol.
5. SCOPE OF TRANSACTION PROTOCOL
The Parties acknowledge that this transaction reflects mutual concessions
under the facts, disputes, claims, proceedings and referred in different preamble.
This Protocol Transaction is a transaction within the meaning of Articles
2044 and following of the Civil Code.
Accordance with Articles 2044 and following of the Civil Code, and Transaction
Protocol scripts off permanently all disputes, past, present or future, current, or threatening imminent between the Parties relating
to the facts and claims incurred in the preamble above. He force of res judicata ultimately between the Parties, pursuant to Article
2052 of the Code and can not be attacked due to an error of law or due to injury.
Accordingly, each Party waives vis-à-vis the other in any proceeding,
action, rights, claims and purposes for the facts, disputes, claims, and various procedures outlined herein, regardless of the
basis or nature of the action (criminal, civil, social, fiscal or commercial), cause or consequence, whether related or ancillary
schedules, past, present, imminent, threatening or future.
Successors and assigns of each Party shall be required to comply with
and be able to invoke any provisions of this transaction and the terms of this Protocol Transaction.
Each Party shall indemnify the other Party against any claims, actions
or non-judicial court would be brought against him by the parent company or one of its subsidiaries or any of its members in relation
to the facts, disputes, claims, and various procedures exposed and finally settled by the Transaction Protocol.
Commitments undertaken by each Party under this Protocol Transactional
including waivers apply to use the benefit of any person or entity controlling, controlled by or under common control with either
of the Parties, all Group companies to which they belong in a general way, and all officers, shareholders and employees of such
persons, so that the parties or their privies and substitutes themselves as permanently filled their rights and obligations by
virtue hereof.
6. WITHDRAWAL OF PROCEEDINGS AND WAIVER OF ACTION
As a result of this transaction, each party waives all instances past,
present and future, relating to the facts, litigation, subject of this transaction and expressly waives any claims rise to institute
legal proceedings, it whether past, present and future, threatening or imminent, and enforce any rights in connection with the
facts, disputes, claims, and various procedures defined herein, or the cause or the consequence that they are related or appendices,
so that the parties no longer have any savings whatsoever between them.
It is agreed that the costs already incurred shall be borne by each Party
which has incurred.
7. WARRANTY
The Parties shall ensure that they have the authority to sign and execute
the transaction and they have not assigned or transferred in particular their right to work on facts, disputes, claims, and disputes
procedures outlined herein.
8. ENTIRE
This Protocol Transactional expresses all obligations of the Parties to
the date of its signature.
Each Party declares to have no other claim to be issued under the Regulation
of the alleged crime, disputes, claims, and disputes procedures outlined herein.
Parties mutually waive, accordingly, all other claims, so that they recognize
unconditionally and irrevocably have no economy together.
In consequence of which the Parties declare, in the most general way,
under their previous herein, no longer have any claim of any nature whatsoever against each other and recognize and be filled rights
for all relationships described herein and their consequences born or unborn.
The Parties declare that this Protocol Transactional accurately reflects
the results of prior discussions between them.
They claim to have disposed of all the equipment needed time to study
the negotiation and signing of this Protocol Transaction.
They undertake to fulfill in good faith and acknowledge by signature hereof,
have assessed the nature and scope of it.
9. CONFIDENTIALITY
The Parties declare this transaction confidential and undertake not to
disclose any information in connection with this transaction, unless such communication is directly dictated by the execution of
the transaction or to justify any transaction pursuant to this transaction, within the framework of legal requirements, regulatory
or judicial or from groups to which they belong (and especially RESEARCH SOLUTIONS because of its status company making a public
offering of American law vis-à-vis the U.S. Securities and Exchange Commission), including requests from regulatory bodies,
control, auditors and accountants in charge of the financial statements of the parties, as well as their insurers and their brokers.
The Parties undertake, moreover, mutually and reciprocally, not to get
any bad publicity and beyond even criminal acts, disputes, claims, and disputes procedures outlined herein.
10. APPLICABLE LAW AND JURISDICTION
This transaction is governed by French law. This is for the substantive
rules as to form.
IN THE EVENT OF A DISPUTE, THE EXCLUSIVE JURISDICTION OF THE COURT OF
COMMERCE NANTERRE, NOTWITHSTANDING MULTIPLE DEFENDANTS OR WARRANTY, EVEN FOR EMERGENCY PROCEDURES OR FOR PROTECTIVE PROCEDURES,
OR INTERIM APPLICATION.
11. ADDRESS
The parties elect domicile at the addresses listed in the beginning of
this. Thus, all notifications to be valid, must have been made to the address listed at the top of these.
DONE IN PARIS
FIVE ORIGINAL COPIES
28 MARCH 2013
[SIGNATURE PAGE]
| For | For |
| TAAG | RESEARCH |
| RESEARCH, represented by | |
| Mr, Xxxxx Xxxxxx | Xx. Xxxxx Xxxxxx |
| Signature | Signature |
| For | For |
| FIMMOTAAG | Xxxxxxx Chambin |
| Mr. Xxxxxxx Chambin | |
| Xx. Xxxxx Xxxxxxxxxx | |
| Signatures | Signature |
For
Xxxxx Xxxxxxxxxx
Signature
