Exhibit 10(i)
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (this "Agreement") is made
effective as of the 30th day of June, 2002 (the "Effective Date") by and between
xxxxx0xxxx.xxx Corporation, a Delaware corporation ("Equip2move"), the
undersigned stockholders of Equip2move (the "Stockholders") and Titanium
Holdings Group, Inc., a Nevada corporation ("Titanium").
RECITALS:
WHEREAS, on June 30, 2001 Equip2move, certain stockholders of
Equip2move and Titanium entered into a Settlement Agreement (the "First
Settlement") which relieved Titanium's obligation to provide any
additional funding to Equip2move in exchange for Titanium's forfeiture
of certain equity holdings of Equip2move; and
WHEREAS, after the First Settlement, Titanium's total
aggregate equity holdings of Equip2move were reduced to 1,217,325
shares of Class B Common Stock (the "Common Holdings") and 1,000,000
shares of Series A Convertible Preferred Stock (the "Preferred
Holdings" and together with the Common Holdings, the "Equity
Holdings"); and
WHEREAS, Equip2move and Titanium have agreed to liquidate and
dissolve Equip2move by the end of calendar year 2002; and
WHEREAS, Equip2move desires to provide $100,000, (the
"Settlement Amount"), which represents the approximate amount of total
net assets projected to be remaining at the date of dissolution of
Equip2move, and a general release of claims against Titanium in
exchange for the return of the Equity Holdings by Titanium and a
general release of claims against Equip2move; and.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Delivery of Settlement Amount. Upon execution of this Agreement,
Equip2move shall deliver to Titanium the Amount in the form of a cashier's check
or wire transfer.
2. Return and Delivery of Securities to Equip2move. Upon execution of
this Agreement, Titanium shall deliver to Equip2move a stock certificate for the
Common Holdings either duly endorsed to Equip2move by Titanium or accompanied by
appropriate stock transfer powers duly executed. If the certificated shares of
the Common Holdings have been lost, stolen or misplaced, then Titanium shall
deliver such requested documentation necessary to release the rights
of Titanium to the Common Holdings. Additionally, upon the execution of this
Agreement, Titanium shall deliver to Equip2move a stock certificate for the
Preferred Holdings either duly endorsed to Equip2move by Titanium or accompanied
by appropriate stock transfer powers duly executed. If the certificated shares
of the Preferred Holdings have not lost, stolen or misplaced, then Titanium
shall deliver such requested documentation necessary to release the rights of
Titanium to the Preferred Holdings.
3. Release by Equip2move and the Stockholders. Upon the Effective Date,
Equip2move and the Stockholders hereby release and discharge Titanium and its
officers, directors, employees, agents, shareholders and affiliated companies,
and their respective successors, heirs and assigns (hereinafter the "Titanium
Releasees") from any and all claims, demands, damages, actions, and causes of
action whatsoever, known or unknown, whether in law or in equity, which
Equip2move or the Stockholders have or may have in any capacity against Titanium
Releasees from the time of the incorporation of Equip2move to the Dissolution
Date, as defined below.
4. Release by Titanium. Upon the Effective Date, Titanium hereby
releases and discharges Equip2move and its officers, directors, employees,
agents, shareholders and affiliated companies, (including specifically Adelphia
Holdings, LLC, its officers, directors, employees, agents, shareholders and
affiliated companies) and their respective successors, heirs and assigns and the
Stockholders (hereinafter the "Equip2move Releasees") from any and all claims,
demands, damages, actions, and causes of action whatsoever, known or unknown,
whether in law or in equity, which Titanium has or may have in any capacity
against Equip2move Releasees from the time of the incorporation of Equip2move to
the Dissolution Date, as defined below.
5. Representation of Counsel. The parties hereto, jointly and
individually, hereby acknowledge that they have been represented by counsel in
connection with the giving and execution of this Agreement; that they understand
the meaning of this document; that they intend to be legally bound by all of the
terms set forth herein; and that they have received consideration deemed by them
and their counsel to be sufficient for the giving and execution of this
document.
6. Representations and Indemnity.
(a) Representation and Warranty. Equip2move represents and warrants
that Equip2move has adequately set aside funds to properly release any
liabilities or obligations which Equip2move has as of the Effective Date and
which Equip2move is anticipated to have as of the date that Equip2move is
dissolved pursuant to Delaware General Corporation Law (the "Dissolution Date"),
such Dissolution Date to include any period of continuation of the corporation
after dissolution for the purposes of suit and winding up affairs, pursuant to
Section 278 of the Delaware General Corporation Law.
(b) Indemnity. Equip2move and each Stockholder, jointly and
severally, agree to indemnify, defend and hold harmless Titanium from and
against any and all claims, suits, losses, expenses (legal, accounting,
investigation and otherwise), damages and liabilities, arising out of or
relating to any inaccuracy of the representation or warranty made by Equip2move
in 6(a) above.
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7. Miscellaneous. No amendment, modification, or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge, or waiver is sought. No delay or failure at
any time on the part of either party in exercising any right, power, or
privilege under this Agreement, or in enforcing any provision of the Agreement,
shall impair any such right, power, or privilege, or be construed as a waiver of
such provision, or be construed as a waiver of any default or as any
acquiescence therein, or shall affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior oral or written
agreements, commitments, or understandings with respect to such matters. This
Agreement or any interest herein may not be assigned by either party in whole or
in part without the prior written approval of the other party. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective permitted heirs, successors and assigns. The section headings
contained herein are for the purposes of convenience only and are not intended
to define or limit the contents of said sections. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware. This Agreement may be executed in separate counterparts each of which
shall be an original and all of which taken together shall constitute one and
the same agreement. If any covenants in any provision of this Agreement or any
part thereof is hereafter construed to be invalid or unenforceable , the same
will not affect the remainder of the covenant or covenants which shall be given
full effect without regard to the invalid or unenforceable provision. Any public
announcement or disclosure with regard to this Agreement and the transactions
contemplated herein, other than disclosure contained in filings required by the
Securities and Exchange Commission or otherwise required by law, shall be kept
confidential by the parties unless mutually agreed to in writing prior to such
dissemination.
[Signature Page to Follow]
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[Signature Page to the Equip2move Settlement and Mutual Release Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above-written.
TITANIUM HOLDINGS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman of the Board, Chief
Executive Officer, President
XXXXX0XXXX.XXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chief Executive Officer
STOCKHOLDERS:
XXXXXX INDUSTRIES INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
CORPORATE ASSETS INTERNATIONAL INC.
By: /s/ Xxx Xxxx
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Xxx Xxxx, President
PRESTIGE EQUIPMENT CORPORATION
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
XXXXX SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx, President
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[Signature Page No. 2 to the Equip2move Settlement and Mutual Release Agreement]
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
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