SETTLEMENT AGREEMENT (the "Agreement"), with an effective date as of
September 30, 2003, Dominix, Inc. with an office located at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("Dominix") and Xxxxxxxxx Xxxxxxx residing at 0 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("SC") and Xxxxx Xxxxxxx residing at 0 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("AC"; SC and AC collectively the
"Investors").
WITNESSETH
WHEREAS, the Investors previously entered into an agreement with the
former management of Dominix pursuant to which them invested collectively a
total of $22,000 in Dominix on January 25, 2001 through a Convertible Debenture
(the "Transaction") and alleges that they are entitled to repayment of said
investment and/or equity from Dominix in connection therewith; and
WHEREAS, Dominix without agreeing to or denying the claims of the
Investors, wishes to settle the claims brought by the Investors with regard to
the Transaction on the terms set forth herein and the Investors wish to accept
such terms of settlement; and
WHEREAS, Dominix has informed the Investors that it is contemplating a
reverse stock-split of its common stock of between approximately 1-for-150 to
1-for-200 (the "Reverse Split") which it anticipates effecting within 90 days
from the date thereof.
NOW, THEREFORE, for good and valuable consideration, Dominix and the
Investors intending to be legally bound, agree as follows:
1. Stock Issuance. Within seven (7) business days following the effective
date of the Reverse Split, Dominix shall issue an aggregate of 24,000 shares of
common stock of Dominix to the Investors in full settlement of any and all
obligations owed by Dominix to the Investors (the "Settlement Shares"),
including any and all claims arising under the Transaction. Such shares to be
issued shall be with a restrictive legend but for purposes of the holding period
pursuant to Rule 144 under the Securities Act of 1933, as amended, Dominix
acknowledges that the original date of issuance shall be January 25, 2001.
Dominix shall not be in breach of this Agreement if the issuance of the
restricted common stock is delayed because of the failure of the transfer agent
to promptly process the issuance of such restricted common stock.
2. General Release. Upon delivery of the Settlement Shares, each of the
Investors, their, successors and assigns and any entity controlled or under the
authority of the Investors and the Investors' immediate family members,
dependents, personal representatives, heirs, creditors, executors,
administrators, successors, assigns or counsel do hereby fully and forever,
release waive and discharge Dominix, its officers, directors, shareholders,
agents, attorneys, and employees, affiliates, and subsidiaries, whether past,
present, or future (the "Released Parties") from any and all actions, suits,
debts, demands, damages, claims, judgments, or liabilities of any nature,
including costs and attorneys' fees, whether known or unknown, including, but
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not limited to, all claims arising out of the Transaction, breach of contract;
impairment of economic opportunity; or any claim under common-law or at equity;
any tort or claims for reimbursements or commissions. The Investors acknowledge
and agree that this general release and the covenant not to xxx set forth in
this Section 2 are essential and material terms of this Agreement and that,
without such release and covenant not to xxx, no agreement would have been
reached by the parties and no stock would be issued by Dominix to the Investors.
The Investors understand and acknowledge the significance and consequences of
this release and this Agreement.
(a) Covenant Not to Xxx. To the maximum extent permitted by law, the
Investors covenant not to xxx or to institute or cause to be instituted any
action in any federal, state, or local agency or court against any of the
Released Parties, including but not limited to any of the claims released in
paragraph 2 of this Agreement. In the event of the Investors' breach of the
terms of this Agreement, without prejudice to Dominix's other rights and
remedies available at law or in equity, except as prohibited by law, the
Investors shall be liable for all costs and expenses (including, without
limitation, reasonable attorney's fees and legal expenses) incurred by any of
the Released Parties.
(b) Non-Disclosure. Dominix and the Investors agree that they shall not
disclose, divulge or furnish to any person or entity the contents of this
Agreement or the circumstances relating to Transaction, except as required by
law, or pursuant to valid subpoena, discovery notice, demand or request, or
Court order or process, provided, however, that Dominix and the Investors may
disclose such information to their attorney, accountant or as required by law.
3. Governing Law. This Agreement shall be interpreted under the laws of
the State of New York. In the event of litigation arising out of this Agreement,
the parties hereto consent to the personal jurisdiction of the State of New
York, County of New York.
4. Binding Agreement. This Agreement represents the entire agreement
between the parties and supercedes all prior agreements, promises,
understandings, letters of intent, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any party hereto or
by any related or unrelated third party. All exhibits attached hereto, and all
certificates, documents and other instruments delivered or to be delivered
pursuant to the terms hereof are hereby expressly made a part of this Agreement,
and all references herein to the terms "this Agreement", "hereunder", "herein",
"hereby" or "hereto" shall be deemed to refer to this Agreement and to all such
writings.
5. Successors and Assigns. As used herein the term "the parties" shall
include their respective successors in interest, licensees or assigns.
6. Execution. Each person who signs this Agreement on behalf of a
corporate entity represents and warrants that he has full and complete authority
to execute this Agreement on behalf of such entity. Each party shall bear the
fees and expenses of its counsel and its own out-of-pocket costs in connection
with this Agreement. 7. Counsel. Each of the parties acknowledge that they have
been represented by counsel of their choice in the negotiation and execution of
this Agreement.
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8. Captions. The captions appearing in this Agreement are for convenience
only, and shall have no effect on the construction or interpretation of this
Agreement.
9. Non-Disparagement. Each party mutually agrees to refrain from making
public or private comments or taking any actions which disparage, or are
disparaging, derogatory or negative statements about the other, the business of
any party or the products, policies or decisions of any party, or any present or
former offices, directors or employees of any party or any of its operating
divisions, subsidiaries or affiliates. Further, each party agrees to conduct
themselves at all times in the future in a manner respectful of each other's
rights and privileges and to refrain from engaging in any actions detrimental to
the other's personal and professional welfare.
IN WITNESS WHEREOF, Dominix and the Investors have made and entered into
this Settlement Agreement as of the first date set forth above.
DOMINIX, INC.
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By: Xxxxxx X. Xxxxxxxx
Title: President
XXXXXXXXX XXXXXXX
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XXXXX XXXXXXX
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