STAFFIN INTERNATIONAL GROUP LLC
[ADDRESS]
May 12, 2004
Command International Corporation
Attention: Xxxxxx Xxxxxx
SETTLEMENT AGREEMENT
Gentlemen:
Staffin International Group LLC, a New Jersey limited liability company,
("SIG") was formerly known as Command International Group, LLC ("CIG"). Command
International Corporation, a Delaware Corporation, is the successor to SFI
Spiderfuel, Inc. ("Command"). Command and SIG were parties to a Stock Purchase
Agreement made as of March 18, 2002 (the "Stock Purchase Agreement") pursuant to
which Command acquired from SIG 100% of the issued and outstanding capital stock
of Command Line Corp., a New Jersey Corporation ("CLC").
Numerous disputes have arisen between SIG and Command with respect to the
provisions of the Stock Purchase Agreement. In order to amicably resolve such
disputes, to provide for an orderly transition in the ownership of CLC and to
release the parties hereto from any liability to each other under the Stock
Purchase Agreement, the parties agree as follows:
1. Upon the Effective Date, Command shall deliver to SIG 100 shares of
common stock of CLC, constituting 100% of the issued and outstanding capital
stock of CLC, free and clear of all liens and encumbrances and duly endorsed for
transfer. For the avoidance of doubt, CLC shall exclusively retain all
intellectual property rights, trademarks, goodwill, and other related rights
(collectively, the "IP") such as existed prior to the closing date of the Stock
Purchase Agreement, as well as all development that has taken place within CLC
since the closing date of the Stock Purchase Agreement. Command hereby
represents and warrants as of the date hereof and the Effective Date, CLC has
good title to all of the IP, free and clear of all liens, claims, and
encumbrances.
2. Upon the Effective Date of this Agreement, SIG shall deliver to Command
578,936 shares of the capital stock of Command, constituting of 100% of the
shares of Command issued to SIG pursuant to the Stock Purchase Agreement, free
and clear of all liens and encumbrances and duly endorsed for transfer.
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2a. Upon the effective date of this Agreement, SIG will cancel the
obligation to issue options in iShipExchange that were due Command according to
the agreement. Also on the Effective Date Command will cancel the options which
were due to employees of CLC in conjunction with the acquisition of CLC by
Command. The parties acknowledge, agree, and confirm that none of such options
were ever issued and none are outstanding.
3. Following the execution hereof and continuing beyond the Effective
Date, if necessary, the Command and SIG shall use their commercial best efforts
to collect receivables of CLC and Command's Subsidiary, Command Internet, and to
pay the payables, all of the aforementioned being listed on Exhibit A hereto.
Neither Command nor Command Internet shall be responsible for contributing funds
or receivables in excess of such amounts listed in Exhibit A above to cover the
payables listed in Exhibit A.
4. Command shall assume, retain and be responsible for the following
obligations:
A. legal fees to Snow Xxxxxx Xxxxxx of $15,500 at the date
hereof, which represents 100% of the legal fees owed to Snow
Xxxxxx Xxxxxx;
B. accounting fees to Xxxxxx Xxxxxxx in excess of $6,500;
C. the filing of a Federal Consolidated tax return for 2002 (if
applicable) and 2003 for Command which includes CLC, and 2004
up to the Effective Date if deemed necessary.
D. The collection of the listed receivables of Command Internet
and CLC which shall be used to pay the aforementioned
liabilities of Exhibit A.
E. All other liabilities of Command or Command Internet not
contained in Exhibit A including, but not limited to, State of
Delaware franchise tax, other taxes payable, officers loan
payable, etc.
5. Command and Command Internet shall indemnify and hold CLC and SIG
harmless on account of all obligations in section 4. CLC and SIG shall indemnify
and hold Command and Command Internet harmless on account of all obligations of
CLC not listed in section 4.
6. Neither SIG nor Command has assumed any liabilities of CLC except as
set forth in sections 3 and 4 of this letter agreement.
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7. The lease of CLC for space at Xxxx Xxxxxxx Road, Edison, New Jersey,
shall remain the obligation of CLC. SIG shall use its commercial best efforts to
direct potential licensees and/or subtenants to CLC for such space. SIG shall
cause CLC to pay its monthly rental of the space to the extent that CLC has cash
flow in excess of the liability set forth on Schedule A hereto, which such
liabilities are deemed by the parties to be of a high priority for payment.
7a. Command represents and warrants to SIG that to the best of its
knowledge, as of the date hereof and the Effective Date, CLC has no liabilities
other than as described herein or on Exhibit A hereto. SIG represents and
warrants to Command that ot the best of its knowledge, as of the date hereof and
as of the Effective Date CLC has no liabilities other than as described herein
or on Exhibit A hereto.
8. Effective upon the Effective Date Xxxxxx Xxxxxx shall resign any
officer or director positions he may hold with CLC and Xxx Xxxxxxx and Xxxx
Xxxxxxx shall resign any officer or director positions they may hold with
Command.
9. "Effective Date" shall mean the date that a majority of the
stockholders of Command shall have approved the transaction set forth in
sections 1 and 2 hereof.
10. Releases.
(a) Xxx Xxxxxxx and Xxxx Xxxxxxx for themselves, their heirs,
executors, administrators and assigns and SIG for itself, and
its subsidiaries, parents and affiliates, shall be deemed as
of the Effective Date to unconditionally release, discharge
and acquit Command, and its subsidiaries, parents, and
affiliates, and each of them, and its respective officers,
directors, shareholders, partners, employees, agents and
affiliates, and each of them and Xxxxxx Xxxxxx and his heirs,
executors, Administrator and assigns from any and all debts,
agreements, promises, liabilities, claims, damages, actions,
causes of action, or demands of any kind or nature including
without limitation all claims of wrongful discharge, breach of
contract, fraud, breach of fiduciary duty, corporate waste,
intentional infliction of emotional distress, breach of
alleged implied covenant of good faith and fair dealing,
invasion of privacy, defamation, and all other federal, state
and local equal employment, fair employment, civil or human
rights laws, codes and ordinances, regardless of whether such
claims are past or present, personal or representative, known
or unknown, or arising out of any occurrence through the
Effective Date and expressly including but not limited to any
liability arising out of or in connection with the
transactions provided for in the Stock Purchase Agreement or
the employment of Xxxx Xxxxxxx and/or Xxx Xxxxxxx by CLC or
arising from their status as officers, directors or
shareholders of the Command or any of its subsidiaries and any
claims for attorneys' fees and costs, excluding, however, any
claims which they may have arising under this Settlement
Agreement.
(b) Command, on its behalf and on behalf of all of its
subsidiaries, directors, shareholders, parents, affiliates,
successors and assigns, and Xxxxxx Xxxxxx, his heirs,
executors, administrators and assigns, shall be deemed as of
the Effective Date to unconditionally release, discharge and
acquit CLC, Xxx Xxxxxxx and Xxxx Xxxxxxx for themselves, their
heirs, executors, administrators and assigns and SIG for
itself, and its subsidiaries, parents and affiliates and each
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of them, and its respective officers, directors, shareholders,
partners, employees, agents and affiliates, from any and all
debts, agreements, promises, liabilities, claims, damages,
actions, causes of action, or demands of any kind or nature,
including without limitation all claims of wrongful discharge,
breach of contract, fraud, breach of fiduciary duty, corporate
waste, intentional infliction of emotional distress, breach of
alleged implied covenant of good faith and fair dealing,
invasion of privacy, defamation, and all other federal, state
and local equal employment, fair employment, civil or human
rights laws, codes and ordinances, regardless of whether such
claims are past or present, personal or representative, known
or unknown, or arising out of any occurrence through the
Effective Date and expressly including but not limited to any
liability arising out of or in connection with the
transactions provided for in the Stock Purchase Agreement or
the employment of Xxxx Xxxxxxx and/or Xxx Xxxxxxx by CLC or
arising from their status as officers, directors or
shareholders of CLC or Command or any of its subsidiaries, and
any claims for attorneys' fees and costs, excluding however
any claims which they may have arising under this Settlement
Agreement.
(c) It is understood and agreed that the releases set forth in
paragraphs (a) and (b) hereof are intended as and shall be
deemed to be full and complete releases of any and all claims
that one party may have against the other arising out of any
occurrence arising on or before the date of this Settlement
Agreement and said releases are intended to cover and do cover
any and all future damages not now known or which may later
develop or be discovered, including all causes of action
therefor and arising out of or in connection with any
occurrence arising on or before the date of this Settlement
Agreement. It is further understood and agreed, that
notwithstanding anything herein, no party to this Settlement
Agreement shall be deemed to release any claims arising from a
breach of the terms of this Settlement Agreement.
(d) The parties to the foregoing releases each acknowledge and
agree that they have received adequate consideration in
exchange for the releases and promises herein.
12. Attorney Fees. Each party shall pay its own attorneys' fees, costs and
expenses related to this Agreement.
14. Notices. Unless otherwise provided herein, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered, or three
business days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when received, addressed as set forth above or to such
other address as may be hereafter notified by the respective parties hereto.
For SIG: c/o Xxxx Xxxxxxx, 000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
For Command: c/o Xxxxxx Xxxxxx, ......
15. Amendments and Waivers. No provision hereof shall be modified, altered
or limited except pursuant to a written instrument executed by the parties
hereto.
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16. Severability. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such
provision shall be deemed limited to the extent that such court deems it
reasonable and enforceable, and as so limited shall remain in full force and
effect. In the event that such court shall deem any such provision, or portion
thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.
17. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original and all of which
shall together constitute one and the same agreement.
18. Captions. The captions of the Sections of this Agreement have been
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.
19. Submission to Jurisdiction. Each of the parties hereto irrevocably
agrees that any legal action or proceeding with respect to this Settlement
Agreement or for recognition and enforcement of any judgment in respect hereof
brought by any other party hereto or its successors or assigns may be brought
and determined in the courts of the State of New Jersey, and each party hereto
hereby irrevocably submits with regard to any such action or proceeding for
itself and with respect to its property, generally and unconditionally, to the
nonexclusive jurisdiction of the aforesaid courts.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
21. Authority. Each party represents and warrants to the other that this
Settlement Agreement has been duly authorized by all corporate, and will by the
Effective Date, all necessary stockholder action, and constitute valid, binding
and enforceable agreement of each party hereto. On the Effective Date, and as a
condition thereto, each party will deliver to the other copies of all such board
of director and shareholder resolutions and approvals, which shall be in full
force and effect as of the Effective Date.
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IN WITNESS WHEREOF the parties hereto or an officer xxxxxxx xxxx
authorized have executed this Agreement as of the day and date first set forth
above.
Staffin International Group LLC
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, President
Command International Corporation
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
By: /s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
By: /s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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