SETTLEMENT AGREEMENT
THIS AGREEMENT made this 28 day of January, 2000, by and between Medjet
Inc. ("Medjet"), Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxx Xxxxx & Company, Inc. ("Xxxx
Xxxxx") and the investors whose names are set forth on the signature page(s)
hereof (individually, an "Investor" and collectively, the "Investors").
W I T N E S S E T H:
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WHEREAS, Medjet and the Investors entered into a Subscription Agreement
dated as of December 3, 1999 (the "Subscription Agreement") pursuant to which
the Investors purchased an aggregate of 16,000 shares of Medjet's Series B
Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), and 1,600,000 five-year warrants, each exercisable to purchase one
share of the Company's Common Stock, par value $.001 per share (the "Purchased
Warrants", and collectively with the Series B Preferred Stock, the "Purchased
Securities"), for an aggregate purchase price of $2,000,000; and
WHEREAS, Xxxxxx, the principal shareholder of Medjet, has executed and
delivered to the Investors a letter agreement dated December 3, 1999 (the
"Letter Agreement") related to the NJIT Litigation (as defined in the Letter
Agreement) and, concurrently therewith, the Investors and Xxxxxx entered into
Joint Escrow Instructions dated December 3, 1999 (the "Joint Escrow
Instructions") with Xxxx & Hessen LLP, as escrow holder ("Escrow Holder"),
pursuant to which Xxxxxx deposited 500,000 shares of Common Stock ( the "Escrow
Shares") into escrow;
WHEREAS, Medjet and Xxxx Xxxxx entered into an Investment Banking Agreement
dated as of December 3, 1999 (the "Investment Banking Agreement") pursuant to
which Medjet issued to Xxxx Xxxxx as compensation 500,000 warrants (the "
Investment Banking Warrants");
WHEREAS, Medjet and Alcon Universal Ltd. ("Alcon") were parties to an
Exclusive License Agreement, dated July 22, 1998, as amended (the "Alcon
Agreement"); and
WHEREAS, Alcon has terminated the Alcon Agreement;
WHEREAS, Medjet and the Investors have decided to settle any actual or
potential claims that the Investors may have against Medjet in connection with
the acquisition by the Investors of the Purchased Securities that relate to or
arise out of the termination of the Alcon Agreement (the "Alcon Claims"); and
WHEREAS, Medjet and the Investors wish to rescind, on a pro rata basis, the
purchase of 5,600 shares of Series B Preferred Stock and 560,000 Purchased
Warrants; and
WHEREAS, Medjet and Xxxx Xxxxx wish to terminate the Investment Banking
Agreement and have agreed to reduce to 325,000 the number of Investment Banking
Warrants, which remaining warrants represent consideration for services rendered
to the date hereof and for the agreement hereunder to early termination of the
Investment Banking Agreement; and
WHEREAS, Xxxxxx and the Investors wish to terminate the Letter Agreement
and the Joint Escrow Instructions; and
WHEREAS, Medjet, Xxxxxx, Xxxx Xxxxx and the Investors wish to enter into,
and duly execute, the settlement agreement and mutual releases provided for
herein;
NOW, THEREFORE, for $1.00 and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Medjet, Xxxxxx, Xxxx Xxxxx
and the Investors agree as follows:
A. RESCISSION; TERMINATION:
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1. (a) Medjet and the Investors agree to rescind, on a pro rata basis (as
set forth opposite each Investor's name on the signature pages hereof), the
purchase of 5,600 shares of Series B Preferred Stock and 560,000 Purchased
Warrants (the "Rescission"), effective on January 24, 2000 (the "Rescission
Date").
(b) On the Rescission Date, (i) each Investor shall deliver to Medjet
the certificate or certificates for the Series B Preferred Stock purchased by
such Investor and the warrants for Purchased Warrants purchased by such
Investor, (ii) Medjet shall issue and deliver to each Investor a certificate or
certificates for such Investor's portion of the Series B Preferred Stock that is
not subject to rescission hereunder and warrants for such Investor's portion of
the Purchased Warrants that is not subject to rescission hereunder, and (iii)
Medjet shall deliver to each Investor or its designee by wire transfer to an
account designated by such Investor, an amount equal to the purchase price of
the rescinded portion of the Purchased Securities purchased by such Investor, as
set forth opposite such Investor's name on the signature pages hereof.
2. (a) Medjet and Xxxx Xxxxx hereby terminate the Investment Banking
Agreement, and Xxxxxx and the Investors hereby terminate the Letter Agreement
and the Joint Escrow Instructions (collectively, the "Termination"), effective
on the Rescission Date.
(b) On the Rescission Date, (i) Xxxx Xxxxx shall deliver to Medjet the
warrants for 500,000 Investment Banking Warrants and (ii) Medjet shall issue and
deliver to Xxxx Xxxxx warrants for 325,000 Investment Banking Warrants
3. (a) On the Rescission Date, the Escrow Holder shall deliver to Xxxxxx
the Escrow Shares. The Investors and Xxxxxx hereby expressly authorize and
direct the Escrow Holder to deliver the Escrow Shares to Xxxxxx concurrently
with the consummation of the Rescission and Termination. Effective upon the
delivery of the Escrow Shares, the Escrow
Holder is released from any and all liability arising from its execution or
performance of the Escrow Instruction Letter.
B. MUTUAL SPECIAL RELEASES
-----------------------
1. Except with respect to the terms and conditions contained in this
Agreement, each Investor, as "Investor Releasor", hereby fully and forever
releases, remises, acquits and discharges Medjet, and all of Medjet's directors,
officers, shareholders, employees, servants, parents, subsidiaries, affiliates,
divisions, attorneys, insurers, assigns, successors, agents and representatives,
past and present, and any and all persons acting by, through, under or in
concert with them, as "Medjet Releasees", of and from any and all claims,
demands, actions, causes of action, debts, liabilities, rights, contracts,
obligations, duties, damages, costs, expenses or losses, of every kind and
nature whatsoever, whether at this time known or suspected, or unknown or
unsuspected, in law, equity or otherwise which such Investor Releasor ever had,
now has, or may now have, against Medjet Releasees arising out of, under or
related to the Alcon Claims.
2. Except with respect to the terms and conditions contained in this
Agreement, Medjet, as "Medjet Releasor", hereby fully and forever releases,
remises, acquits and discharges each Investor, and all of such Investor's
respective assigns, successors, heirs, executors, administrators, directors,
officers, shareholders, partners, employees, servants, parents, subsidiaries,
affiliates, divisions, attorneys, insurers, assigns, successors, agents and
representatives, past and present, and any and all persons acting by, through,
under or in concert with them, as "Investor Releasees", of and from any and all
claims, demands, actions, causes of action, debts, liabilities, rights,
contracts, obligations, duties, damages, costs, expenses or losses, of every
kind and nature whatsoever, whether at this time known or suspected, or unknown
or unsuspected, in law, equity or otherwise which Medjet Releasors ever had, now
has, or may now have, against Investor Releasees arising out of, under or
related to the Alcon Claims.
3. Except with respect to the terms and conditions contained in this
Agreement, Xxxx Xxxxx, as "Xxxx Xxxxx Releasor", hereby fully and forever
releases, remises, acquits and discharges Medjet, and all of Medjet's directors,
officers, shareholders, employees, servants, parents, subsidiaries, affiliates,
divisions, attorneys, insurers, assigns, successors, agents and representatives,
past and present, and any and all persons acting by, through, under or in
concert with them, as "Medjet Releasees", of and from any and all claims,
demands, actions, causes of action, debts, liabilities, rights, contracts,
obligations, duties, damages, costs, expenses or losses, of every kind and
nature whatsoever, whether at this time known or suspected, or unknown or
unsuspected, in law, equity or otherwise which Xxxx Xxxxx Releasor ever had, now
has, or may now have, against Medjet Releasees arising out of, under or related
to the Investment Banking Agreement.
4. Except with respect to the terms and conditions contained in this
Agreement, Medjet, as "Medjet Releasor", hereby fully and forever releases,
remises, acquits and discharges Xxxx Xxxxx, and all of Xxxx Xxxxx'x respective
assigns, successors, heirs, executors, administrators, directors, officers,
shareholders, partners, employees, servants, parents, subsidiaries, affiliates,
divisions, attorneys, insurers, assigns, successors, agents and
representatives, past and present, and any and all persons acting by, through,
under or in concert with them, as "Xxxx Xxxxx Releasees", of and from any and
all claims, demands, actions, causes of action, debts, liabilities, rights,
contracts, obligations, duties, damages, costs, expenses or losses, of every
kind and nature whatsoever, whether at this time known or suspected, or unknown
or unsuspected, in law, equity or otherwise which Medjet Releasors ever had, now
has, or may now have, against Xxxx Xxxxx Releasees arising out of, under or
related to the Investment Banking Agreement.
5. The Mutual Releases set forth in Sections B.1 and B.2 above are
specifically limited and shall apply only to the Alcon Claims. Except as
expressly set forth herein, this Agreement does not supersede, amend or modify
the Subscription Agreement or the Other Agreements (as defined in the
Subscription Agreement). The Mutual Releases set forth in Sections B.3 and B.4
above (i) are specifically limited and shall apply only to the Investment
Banking Agreement and (ii) shall not relieve either Medjet or Xxxx Xxxxx of
their respective obligations under the indemnification provisions of the
Investment Banking Agreement, which shall survive the termination of the
Investment Banking Agreement and the execution and delivery of this Agreement.
The Releases set forth in Sections B.1, B.2, B.3 and B.4 above shall only be
effective upon the Rescission and Termination being completed.
6. Effective upon the delivery of the Escrow Shares to Xxxxxx, Xxxxxx and
each Investor, as "Escrow Releasor", hereby fully and forever releases, remises,
acquits and discharges Escrow Holder, and all of Escrow Holder's partners,
employees, servants, affiliates, attorneys, insurers, assigns, successors,
agents and representatives, past and present, and any and all persons acting by,
through, under or in concert with them, as "Escrow Holder Releasees", of and
from any and all claims, demands, actions, causes of action, debts, liabilities,
rights, contracts, obligations, duties, damages, costs, expenses or losses, of
every kind and nature whatsoever, whether at this time known or suspected, or
unknown or unsuspected, in law, equity or otherwise which such Escrow Releasor
ever had, now has, or may now have, against Escrow Holder Releasees arising out
of, under or related to the Joint Escrow Instructions and the Escrow Shares.
C. MISCELLANEOUS
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1. If any action or proceeding is brought to enforce or obtain any relief
regarding any of the terms and conditions of this Agreement, or if any action or
proceeding is brought to which this Agreement establishes a complete defense,
then the party or parties in whose favor a final, unappealed and unappealable
judgment shall be entered shall be entitled to recover from the other party or
parties named in said action or proceeding, all costs, disbursements and
expenses, including attorneys' fees, incurred in the action and any appeals
therefrom.
2. Xxxxxx and Medjet, on the one hand, and Xxxx Xxxxx and the Investors, on
the other hand, each hereby warrants and represents that such party has not
assigned or transferred, or purported to assign or transfer, to any third party
any claim, demand, or cause of action against the other party to this Agreement.
3. Each of the parties hereto represents and warrants that he, or the
person executing this Agreement on its behalf, as the case may be, is duly
authorized to do so and is empowered to bind such party to the terms of this
Agreement, and that once executed by all parties hereto, this Agreement shall be
valid and enforceable in accordance with its terms.
4. This Agreement may be executed in counterparts, each of which shall be
an original, and which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as
of the date first above written.
MEDJET INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, as an individual
Number of Purchased Securities INVESTORS:
rescinded hereunder and dollars
returned:
XXXX XXXXX INVESTMENT PARTNERS, L.P.
By: XXXX XXXXX CAPITAL MANAGEMENT,
L.L.C., General Partner
3,640 Purchased Shares and
364,000 Purchased Warrants rescinded By: /s/ Xxxxxxx Xxxxxxxx
$455,000 returned Name: Xxxxxxx Xxxxxxxx
Title: Manager
XXXX XXXXX INVESTMENTS, LTD.
560 Purchased Shares and By: F.M.C LIMITED
56,000 Purchased Warrants rescinded
$70,000 returned By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director
XXXXXXX AND XXX XXXXXXXX JTWROS
280 Purchased Shares and By: /s/ Xxxxxxx Xxxxxxxx
28,000 Purchased Warrants rescinded Name: Xxxxxxx Xxxxxxxx
$35,000 returned
266 Purchased Shares and
26,600 Purchased Warrants rescinded /s/ Xxxx Xxxxxxxxx
$33,250 returned Xxxx Xxxxxxxxx
126 Purchased Shares and
12,600 Purchased Warrants rescinded /s/ Xxxx Xxxxxx
$15,750 returned Xxxx Xxxxxx
XXXX-XXXX X. XXXXXX, MD
GENERAL PARTNERSHIP
By: XXXX XXXXX CAPITAL
700 Purchased Shares and MANAGEMENT, L.L.C., General Partner
70,000 Purchased Warrants rescinded
$87,500 returned
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Manager
28 Purchased Shares and
2,800 Purchased Warrants rescinded /s/ Xxxxxxx X. Xxxxxxxxx
$3,500 returned Xxxxxxx X. Xxxxxxxxx
XXXX XXXXX & COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
