SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "Agreement") is made as of the 2nd day of
March, 1999, by and among XXXXXXX XXXXXXX (a/k/a Xxxx Xxxxxxx and referred to
herein as "Xxxxxxx"), BAYTREE CAPITAL ASSOCIATES LLP, which offices at 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Baytree Capital"), WALL STREET TRADING GROUP, with
offices in San Francisco, California ("Wall Street"), XXXXX X. XXXXXXX
("Xxxxxxx"), NETTAXI INC., with offices at 0000 X. Xxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (Nettaxi"), XXXXXX X. XXXXXXXX, XX. ("Xxxxxx Xxxxxxxx") and
XXXX XXXXXXXX ("Xxxx Xxxxxxxx") (the foregoing collectively referred to as the
"Parties").
WHEREAS, a document dated November 5, 1998 headed "RE: Consulting Agreement
Nettaxi Online Communications" was executed by Xxxxxxx on November 5, 1998 (with
Xxxxxxx acting on behalf of Baytree Capital Associates LLP) and by Xxxxxxx on
November 9, 1998 with Xxxxxxx acting on behalf of Wall Street.
WHEREAS, Xxxxxxx has asserted certain claims against Xxxxxxx and initiated
an arbitration proceeding on behalf of Wall Street with JAMS/ENDISPUTE, Inc.
WHEREAS, Xxxxxxx and Wall Street have also asserted certain claims against
Nettaxi, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx.
WHEREAS, without any admission of liability, the Parties are desirous of
settling their disputes and resolving all claims, terminating the arbitration
and releasing all claims that one or more of the Parties may have against any of
the other Parties.
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NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties agree as follows:
1. Payment by Baytree to Wall Street. Baytree will immediately upon
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the receipt of a fully-executed original of this agreement deposit in the Escrow
Account of its attorneys Camhy Xxxxxxxxx & Xxxxx LLP the sum of $65,000.00 with
instructions to Camhy Xxxxxxxxx & Xxxxx LLP as escrow to pay such amount to Wall
Street immediately upon receipt by Camhy Xxxxxxxxx & Xxxxx LLP of executed
general releases of Xxxxxxx, Baytree, Nettaxi, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx
and an executed stipulation of discontinuance of the arbitration proceeding
commenced by Wall Street with JAMS/ENDISPUTE each executed by Wall Street and
Xxxxxxx.
2. Issuance of Option by Nettaxi. Nettaxi shall authorize and prepare
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a stock option, to expire March 5, 2001, entitling Wall Street to purchase
125,000 shares of Nettaxi at $8.00 per share, a certified resolution of the
board of directors of Nettaxi granting the stock option, and an acknowledgment
of the transfer agent of Nettaxi acknowledging the existence of the stock
option. Said option, board resolution and transfer agent acknowledgment shall
be delivered to Camhy Xxxxxxxxx & Xxxxx LLP with instructions to exchange said
option, board resolution, and transfer agent acknowledgment for original general
releases from Wall Street and Xxxxxxx releasing Nettaxi, Xxxxxx Xxxxxxxx and
Xxxx Xxxxxxxx.
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3. General Releases.
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a. Wall Street and Xxxxxxx will execute and deliver general
releases in the form annexed hereto of Xxxxxxx, Baytree, Nettaxi, Xxxxxx
Xxxxxxxx and Xxxx Xxxxxxxx.
x. Xxxxxxx and Baytree will execute and deliver general releases
of Wall Street and Xxxxxxx in the form annexed hereto.
c. Nettaxi, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx will execute general
releases of Xxxxxxx and Wall Street in the form annexed hereto.
d. All general releases provided pursuant to this section shall
expressly state that the parties waive the benefits of California Civil Code
1542.
Immediately upon the exchange of the payment to Wall Street provided for in
paragraph 1 above, and the releases provided for in paragraph 3 above, Xxxxxxx,
Xxxx Xxxxxx and Xxxxxxx will file such documents and take such other steps as
may be necessary to terminate the arbitration proceeding with JAMS/ENDISPUTE.
4. Amendments and Modifications. This Agreement contains the entire
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agreement of the Parties with respect to the subject matter hereof and may not
be amended, nor shall any waiver, change, modification, consent or discharge be
effected, except by an instrument in writing executed by or on behalf of the
Party against whom enforcement of such amendment, waiver, change, modification,
consent or discharge is sought.
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5. Further Actions. At any time and from time to time, each party
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agrees, without further consideration, to take such actions and to execute and
deliver such documents as may be reasonably necessary to effectuate the purposes
of this Agreement, including, but not limited to, the stock purchase options,
the releases, and the stipulation of discontinuance, and including but not
limited to a certificate from a duly-authorized officer of each Party attesting
to the due authority and the office held by each signatory to this Agreement.
6. Counterparts. This Agreement may be executed by facsimile and in
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two or more counterparts, all of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7. Section and Other Headings. The headings contained in this
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Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
8. Joint Preparation and Representation by Counsel. The Parties
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acknowledge that this Agreement was prepared by them jointly, and that each
party was represented by counsel in connection therewith. No presumption shall
arise from this Agreement against the drafter of any particular provision
hereof.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers as of the date first stated above.
WALL STREET TRADING GROUP
By:
Name:
Title:
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
, on behalf of Wall Street Trading Group, to me known to be the person who
executed the foregoing Settlement Agreement.
Notary Public
BAYTREE CAPITAL ASSOCIATES, LLP
By:
Name:
Title:
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
, on behalf of Baytree Capital Associates, LLP, to me known to be the person who
executed the foregoing Settlement Agreement.
Notary Public
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NETTAXI, INC.
By: /S/Xxxxxx X. Xxxxxxxx Xx.
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Name: Xxxxxx X. Xxxxxxxx Xx.
Title: CEO
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this 4th day of March 1999, the above named
Xxxxxx X. Xxxxxxxx, Xx., on behalf of Nettaxi, Inc., to me known to be the
person who executed the foregoing Settlement Agreement.
Notary Public
XXXXX X. XXXXXXX
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
, on behalf of Baytree Capital Associates, LLP, to me known to be the person who
executed the foregoing Settlement Agreement.
Notary Public
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XXXXXXX XXXXXXX
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
Xxxxxxx Xxxxxxx, to me known to be the person who executed the foregoing
Settlement Agreement.
Notary Public
/S/ Xxxxxx X. Xxxxxxxx Xx.
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Xxxxxx X. Xxxxxxxx Xx.
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
Xxxxxx X. Xxxxxxxx, Xx. to me known to be the person who executed the foregoing
Settlement Agreement.
Notary Public
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XXXX XXXXXXXX
STATE OF )
) ss.:
COUNTY OF )
Personally came before me this _____ day of March 1999, the above named
Xxxx Xxxxxxxx, to me known to be the person who executed the foregoing
Settlement Agreement.
Notary Public
ESCROW ACCEPTED:
Camhy, Xxxxxxxxx & Xxxxx LLP
By: /S/ G. Xxxxxx Xxxxxx
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G. Xxxxxx Xxxxxx
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under Section 1542 of the California Civil Code, which provides as
follows:
"A general release of claims does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of execution of the
release, which if known by him must have affected his settlement with the
debtor."
DATED: March , 1999 DATED: March , 1999
NETTAXI, INC.
By: /S/ XXXXXX XXXXXXXX
XXXXXX XXXXXXXX
DATED: March , 1999
XXXX XXXXXXXX
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