EXHIBIT 10.1
Published on May 23, 2005
EXHIBIT 10.1
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (this "Agreement") is entered into this 12th day
of May, 2005, (the "Agreement"), by and between Frank Ferraro ("Ferraro") and
Corporate Road Show.Com Inc., a New York corporation (the "Company").
WHEREAS, Ferraro and the Company are parties to that certain Employment
Agreement dated as of January 1, 2003 (the "Employment Agreement"); and
WHEREAS, each of Ferraro and the Company agrees to terminate the Employment
Agreement effective as of the date hereof; and
WHEREAS, Ferraro and the Company are entering into this Agreement in
connection with the proposed merger (the "Merger") of CRS Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company ("Merger
Sub"), with and into Rexahn Corporation, a Maryland corporation ("Rexahn"),
under the terms and conditions set forth in the Agreement and Plan of Merger
(the "Merger Agreement") dated as of January 20, 2005 among the Company, Merger
Sub, CRS Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of
the Company, and Rexahn, with Rexahn surviving as a wholly owned subsidiary of
the Company; and
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained in this Agreement, each of the Company and Ferraro agree as follows:
ARTICLE I
ASSIGNMENT AND ASSUMPTION
Section 1.1 Assignment of Assets. In consideration of the cancellation of
all amounts owed by the Company to Ferraro under the Employment Agreement (which
the parties acknowledge is $122,500 as of the date hereof) and the general
release of the Company by Ferraro as set forth in Article II hereof, the Company
hereby (i) sells, assigns, conveys, transfers and delivers to Ferraro, his
successors and assigns, all of the Company's right, title and interest in and to
all of the assets set forth on Schedule A hereto (the "Assets") and (ii) agrees
to issue to Ferraro 500,000 shares of common stock of the Company (the
"Restricted Shares"), following the consummation of the Merger.
Section 1.2 Assumption of Related Liabilities. Ferraro hereby assumes and
agrees to pay, perform and discharge when due all of the liabilities relating to
or in respect of the Assets.
Section 1.3 Assets. The Company makes no representations or warranties with
respect to the Assets and Ferraro acknowledges that he is taking such Assets on
an "as is, where is" basis.
ARTICLE II
GENERAL RELEASE
Section 2.1 Termination of Employment Agreement. Each of Ferraro and the
Company hereby agree to terminate the Employment Agreement as of the date
hereof.
Section 2.2 Release. (a) For and in consideration of the assignment of the
Assets and the issuance of the Restricted Shares as set forth in Section 1.1
hereof, Ferraro agrees, on behalf of himself, his heirs, executors,
administrators, and assigns, to release and discharge the Company, and its
current and former officers, directors, employees, agents, owners, subsidiaries,
predecessors, divisions, affiliates, parents, successors, and assigns (the
"Released Parties") from any and all manner of actions and causes of action,
suits, debts, dues, accounts, bonds, covenants, contracts, agreements,
judgments, charges, claims, and demands whatsoever which Ferraro, his heirs,
executors, administrators, and assigns have, or may hereafter have, against the
Released Parties or any of them arising out of or by reason of any cause,
matter, or thing whatsoever from the beginning of the world to the date hereof,
including without limitation, his employment with the Company and the cessation
thereof, the Employment Agreement and any predecessor employment agreements, all
matters arising under any federal, state, or local statute, rule, or regulation,
or principle of contract law or common law, including but not limited to, the
Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C.
ss.ss. 2101 et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C.
ss.ss. 201 et seq., the Family and Medical Leave Act of 1993, as amended, 29
U.S.C. ss.ss. 2601 et seq., Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. ss.ss. 2000e et seq., the Americans with Disabilities Act of
1990, as amended, 42 U.S.C. ss.ss. 12101 et seq., the Employee Retirement Income
Security Act of 1974, as amended, 29 U.S.C. ss.ss. 1001 et seq., the National
Labor Relations Act of 1935, as amended, 29 U.S.C. ss.ss. 151 et seq., the New
York State Human Rights Law, as amended, N.Y. Exec. Law ss.ss. 290 et seq., the
New York City Human Rights Law, as amended, N.Y.C. Admin. Code ss.ss. 8-101 et
seq., and any other equivalent federal, state, or local statute. It is
understood that nothing in this general release is to be construed as an
admission on behalf of the Released Parties of any wrongdoing with respect to
Ferraro, any such wrongdoing being expressly denied.
(b) Ferraro represents and warrants that he fully understands the terms of
this release set forth in Section 2.2(a) hereof, that he has had the benefit of
advice of
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counsel or have knowingly waived such advice, and that he knowingly and
voluntarily, of his own free will, without any duress, being fully informed, and
after due deliberation, accepts its terms and signs the same as his own free
act. Ferraro understands that as a result of executing this Agreement, he will
not have the right to assert that the Company violated any of his rights in
connection with his employment or with the termination of such employment.
(c) Ferraro affirms that he has not filed, and agrees, to the maximum
extent permitted by law, not to initiate or cause to be initiated on his behalf,
any complaint, charge, claim, or proceeding against the Released Parties before
any federal, state, or local agency, court, or other body relating to his
employment or the cessation thereof, and agree not to voluntarily participate in
such a proceeding.
ARTICLE III
RESTRICTED SHARES
Section 3.1 Securities Act Exemption. The issuance of the Restricted Shares
pursuant to this Agreement is intended to be exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereunder and from
applicable state securities laws. Each of Ferraro and the Company hereby agrees
to take all reasonable actions and to execute all necessary documents to qualify
the issuance of the Restricted Shares for such exemptions.
Section 3.2 Investment Purpose. Ferraro represents that he is purchasing
the Restricted Shares for his own account, for investment purposes only and not
with a view to, or for sale or resale in connection with, any public
distribution thereof or with any present intention of selling, distributing or
otherwise disposing of any such Restricted Shares in violation of the Securities
Act of 1933, as amended (the "Securities Act"), and shall not make any sale,
transfer, or pledge thereof without registration under the Securities Act and
any applicable securities laws of any state or pursuant to an exemption from
registration available under those laws. The Restricted Shares delivered to
Ferraro shall bear a restrictive legend indicating that they have not been
registered under the Securities Act and are "restricted securities" as that term
is defined in Rule 144 under the Securities Act.
Section 3.3 Investment Representation. Ferraro represents that he has
adequate means of providing for his current needs and has no need for liquidity
in this investment in the Restricted Shares. Ferraro represents that he is an
"accredited investor" as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act. Ferraro has no reason to anticipate any material
change in his financial condition for the foreseeable future. Ferraro is
financially able to bear the economic risk of this
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investment, including the ability to hold the Restricted Shares indefinitely or
to afford a complete loss of his investment in the Restricted Shares.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing and either delivered personally, telecopied
or sent by certified or registered mail, postage prepaid,
If to Ferraro: Frank Ferraro
80 Orville Drive - Suite 100
Bohemia, NY 11716
Facsimile: (212) 826-9307
Frank@corporateroadshow.com
With a copy to: Rubin, Bailin, Ortoli, Mayer & Baker LLP
405 Park Avenue
New York, NY 10022
Attention: William S. Rosenstadt, Esq.
Facsimile: (212) 826-9307
wrosenstadt@rbolaw.com
If to the Company: Corporate Road Show.Com Inc.
c/o Rexahn, Corp
9620 Medical Center Drive
Rockville, MD 20850
Attn: Ted T.H. Jeong
Facsimile: (240) 268-5310
Ted@Rexahn.com
With a copy to: Chadbourne & Parke LLP
1200 New Hampshire Avenue, N.W.
Washington, DC 20036
Attn: Hwan Kim, Esq.
Facsimile: (202) 974-5602
HKim@Chadbourne.com
or such other address or fax number as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and
other communications
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shall be deemed received on the date delivered personally or by overnight
delivery service or telecopied or, if mailed, five (5) business days after the
date of mailing.
Section 4.2 Amendments; No Waivers.
(a) Any provision of this Agreement with respect to transactions
contemplated hereby may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed, in the case of an amendment, by Ferraro and
the Company; or in the case of a waiver, by the party against whom the waiver is
to be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 4.3 Fees and Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
Section 4.4 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assigned to any third party without the written consent of the other
party to this Agreement.
Section 4.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.
Section 4.6 Jurisdiction. Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any
federal or state court located in the City of New York, Borough of Manhattan,
and each of the parties hereto consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 4.1. shall be deemed
effective service of process on such party. EACH
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PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND
EMPLOYEES) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 4.7 Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto has received
counterparts hereof signed by all of the other parties. No provision of this
Agreement is intended to confer upon any Person other than the parties hereto
any rights or remedies under this Agreement.
Section 4.8 Captions. The captions are included for convenience of
reference only and shall be ignored in the construction or interpretation of
this Agreement.
Section 4.9 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any parties. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the fullest extent
possible.
Section 4.10 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the its terms and that the parties shall be
entitled to specific performance of the terms of this Agreement in addition to
any other remedy to which they are entitled at law or in equity.
Section 4.11 Third Party Beneficiary. There shall be no third party
beneficiaries to this Agreement.
Section 4.12 Joint Drafting. This Agreement shall be deemed to have been
drafted jointly by the parties hereto, and no inference or interpretation
against any party shall be made solely by virtue of such party allegedly having
been the draftsperson of this Agreement.
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IN WITNESS WHEREOF, each of the following individuals has caused this
Agreement to be signed, and each party that is not an individual has caused this
Agreement to be duly executed under seal by its respective authorized officers,
all as of the day and year first above written.
FRANK FERRARO
/s/ Frank Ferraro
--------------------------------
CORPORATE ROAD SHOW.COM, INC.
By: /s/ Frank Ferraro
-----------------------------
Name: Frank Ferraro
Title: President
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Schedule A
Stock Certificates
- ------------------
10,000 Sunnylife Global, Inc
50,000 BIZ Outsourcing, Inc.
150,000 Dynamic Media, Inc
140,000 International Biofuel and Biochemical Corp.
31,500 Concentrax, Inc
25,000 Biotec Systems, LTD.
25,000 Advanced Technologies Group
Equipment
- ---------
1 dell computer
1 dell laptop
1 sony mini dv
1 olympus digital camera
1 vcr/dvd
1 chroma key
Computer Software
- -----------------
MS Front Page
Adobe Premiere Pro
Adobe Audition
Adobe Encore
Office Furniture
- ----------------
2 chairs
1 desk
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