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 Xxxxxx Xxxxxxxxxx residing at 0 Xxxx
Xxxxx Xxxx, Xxxxx Xxxxxxxxx, XX 00000 ("JK").
WITNESSETH
WHEREAS, JK previously entered into an agreement with the former
management of Dominix pursuant to which he invested $20,000 in Dominix on March
13, 2001 through a Convertible Debenture (the "Transaction") and alleges that he
was 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 JK, wishes
to settle the claims brought by JK with regard to the Transaction on the terms
set forth herein and JK wishes to accept such terms of settlement; and
WHEREAS, Dominix has informed JK 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 JK
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 35,000 shares of
common stock of Dominix to JK in full settlement of any and all obligations owed
by Dominix to JK (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 Rule 144 under the
Securities Act of 1933, as amended, Dominix acknowledges that the original date
of issuance shall be March 13, 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, JK, his
successors and assigns and any entity controlled or under the authority of JK
and JK's 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 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. JK
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acknowledges and agrees 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 JK. JK
understands and acknowledges the significance and consequences of this release
and this Agreement.
(a) Covenant Not to Xxx. To the maximum extent permitted by law, JK
covenants 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 JK's 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, JK 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 JK 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 JK 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.
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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.
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 JK 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
XXXXXX XXXXXXXXXX
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