EXHIBIT 10.10B
SETTLEMENT AGREEMENT
Agreement made this 19th of April 2001, by and between National Westminster
Bank, PLC, an English banking corporation (hereinafter "NatWest"), having an
office address at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and i3 Mobile,
Inc., formerly known as Intelligent Information Incorporated, a Delaware
corporation (hereinafter "i3 Mobile"), having an office at 000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, NatWest and i3 Mobile entered into an agreement of sublease dated
as of September 9, 1999 (the "Sublease") pursuant to which i3 Mobile (then known
as Intelligent Information Incorporated) subleased from NatWest certain premises
on the third floor of the building known by the street address 000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx (the "Building").
WHEREAS, the Sublease was amended by Amendment No. 1 to Sublease made as of
the 26th day of September, 2000, between NatWest and i3 Mobile pursuant to which
i3 Mobile subleased from NatWest additional space in the Building; and
WHEREAS, a dispute has arisen between NatWest and i3 Mobile concerning
certain payments to be made by and between the parties under the Sublease and
Amendment No. 1 to Sublease and with respect to NatWest's procurement of consent
from its landlord, Harbor Vista Associates Limited Partnership, with respect to
Amendment No. 1 to Sublease; and
WHEREAS, i3 Mobile heretofore commenced an action in the Superior Court of
the Judicial District of Stamford-Norwalk at Stamford, Connecticut (the
"Superior Court") entitled i3 Mobile, Inc. v. National Westminster Bank, PLC
under docket no. CV-00-0181558S (the "Court Action"); and
WHEREAS, NatWest is represented by the firm of Belkin Burden Wenig &
Xxxxxxx, LLP and the law office of Xxxxxxxxx X. Xxxxxxxx in the Court Action;
and
WHEREAS, i3 Mobile is represented by the firm of Xxxx, Xxxx, Xxxxxxx &
Xxxxxx, LLP, in the Court Action; and
WHEREAS, NatWest and i3 Mobile desire to resolve their disputes pertaining
to the Sublease and Amendment No. 1 to Sublease and to settle the Court Action
upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, NatWest and i3 Mobile agree as follows:
1. All capitalized terms in this Agreement shall have the meanings ascribed to
them in the Sublease or Amendment No. 1 to Sublease, unless the context
requires otherwise.
2. The Additional Premises Allowance set forth in Section 1(e)(ii) of
Amendment No. 1 to Sublease payable by NatWest to i3 Mobile is hereby
increased by $55,000.00 from $200,400.00 to the sum of $,255,400.00
(inclusive of the Increased Allowance option that had been previously
exercised by NatWest pursuant to Section 1 (e) (iii) of Amendment No. 1 and
Xxxx Coulbeck's letter of February 8, 2001), subject to all other terms in
Amendment No. 1 to Sublease applicable to the Additional Premises
Allowance.
3. The Amendment Commencement Date under Section 1(a) of Amendment No. 1 to
Sublease is agreed to be February 8, 2001, and the Additional Premises Rent
Commencement Date under Section 1(b) of Amendment No. 1 to Sublease is
hereby agreed to be May 1, 2001.
4. NatWest and i3 Mobile agree to direct their attorneys to execute a
withdrawal (the "Withdrawal") with respect to the Court Action,
discontinuing and dismissing with prejudice the Court Action, in the form
annexed hereto as Exhibit A. The Withdrawal shall be filed with the
Superior Court on or about April 19, 2001 (the date of a scheduled
pre-trial conference with respect to the Court Action), subject to
compliance with the terms and conditions of this Agreement.
5. Subject to the Court's acceptance of the Withdrawal, NatWest and i3 Mobile
hereby agree that the following additional sums in the total amount of
$125,800.00 are due and payable by NatWest to i3 Mobile, which amount
consists of (a) the sum of $100,000.00 representing the Allowance under
Section 6 of the Sublease, and (b) an additional sum of $25,800.00 due to
i3 Mobile pursuant to prior agreement between NatWest and i3 Mobile.
6. i3 Mobile agrees that the Fixed Rent commencing May 2001 shall be in the
sum of $61,314.42, which includes the prior Fixed Rent of $42,610.42 and
the increase of $18,704 per month due under Section 1(b) of Amendment No. 1
to Sublease. NatWest acknowledges that the Fixed Rent for April 2001 in the
amount of $42,610.42 has been timely paid in full by i3 Mobile.
7. NatWest and i3 Mobile hereby agree that the amounts due and payable by and
between them under paragraphs 5 and 6 of this Agreement shall be deemed
paid in full by the lump sum payment of $64,885.58 to be made by NatWest to
i3 Mobile or its attorneys upon the Court's acceptance of the Withdrawal,
which sum represents the difference between $125,800 and the Fixed Rent for
May 2001 in the sum of $61,314.42.
8. Upon the filing of the Withdrawal, all claims and disputes set forth in the
Court Action shall be deemed settled and resolved and withdrawn with
prejudice. Thereupon, Amendment No. 1 to Sublease shall be deemed to be in
full force and effect subject to the terms and conditions of this
Agreement.
IN WITNESS WHEREOF, NatWest and i3 Mobile has executed this Agreement as of
the date first above written.
Dated: New York, New York NATIONAL WESTMINSTER BANK, PLC
April 19, 2001
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Vice President
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i3 MOBILE, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: VP and General Counsel
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