EXHIBIT 10.1
SETTLEMENT AGREEMENT
This Agreement is entered into this 19th day of December 2001, by and
among iBX Group, Inc. ("iBX"), PriMed Technologies, Inc., PriMed Technologies,
L.C., Evan R. Brovenick ("Mr. Brovenick"), the Yankee Companies, Inc.
("Yankees"), the Calvo Family Spendthrift Trust ("CFST"), the Tucker Family
Spendthrift Trust ("TFST"), and Blue-Lake Capital Corp. ("Blue Lake") (Yankees,
CFST, TFST and Blue Lake sometimes referred to collectively herein as the
"Bondholders").
WHEREAS, certain disputes have arisen among the parties; and
WHEREAS, the parties and their affiliates desire that this agreement be
treated as a universal settlement of all outstanding issues up to the date of
this agreement; and
WHEREAS, the parties desire to provide for the continued association of
the parties in the ongoing operations of iBX;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. All of the Bondholders who purchased $92,000 worth of bonds in
PriMed Technologies, Inc., a wholly owned subsidiary of iBX ("PriMed"), shall
convert their bonds into equity in iBX. Upon exercise of the conversion by this
agreement, the Bondholders will be the beneficial owners of 10,062,500 shares of
common stock (the "Shares"), which shall be distributed as follows:
Calvo Family Spendthrift Trust 5,031,250
Tucker Family Spendthrift Trust 2,843,750
Blue Lake Capital Corp 2,187,500
2. The parties understand that the Shares to be issued pursuant to
paragraph 1 of this agreement are restricted securities subject to Rule 144 of
the Securities Act of 1933 ("Rule 144"). As a material inducement to this
agreement, iBX's counsel, Jeffrey G. Klein, Esquire, has provided an opinion
letter (attached as an exhibit hereto) that the Rule 144 holding period for the
Shares commenced as of the dates between January 17, 2001 and April 3, 2001, on
which the PriMed bonds were paid for. The parties agree that they will take no
action inconsistent with this opinion by iBX's counsel, and iBX further agrees
that it will use its best efforts to expedite any sales of the Shares after the
Rule 144 holding period has expired.
3. Upon delivery of the Shares, all of the parties agrees to release
each other from any and all claims of whatever kind or nature in connection with
any transaction between and among the parties as a result of any prior
agreements or understandings, whether oral or written, which the
Settlement Agreement
December 19, 2001
Page 2
parties may have against each other, up to the date of this agreement. In
furtherance thereof and not by way of limitation, and without payment of any
additional consideration, the parties agree to execute a general release in
favor of one another that will reflect the terms set forth in this paragraph.
4. This agreement supercedes any and all prior agreements among the
parties. Upon delivery of the Shares, Yankees shall dismiss any and all pending
proceedings which have been initiated against PriMed, whether in court, or by
mediation or arbitration.
5. The parties acknowledge that iBX has received $200,000 in funding
through a separate subscription agreement, such funds being held in escrow by
Jeffrey G. Klein, Esquire, until all stock certificates called for by this
agreement have been delivered to him and all Board of Directors ("Board")
resignations and appointments called for by paragraph 6 below have occurred.
6. The parties agree that pursuant to this agreement, the iBX Board
shall be re-configured as follows: (i) Mr. Adam Cohen and Mr. Mitchell Hershey
have resigned, with Mr. Steven Adelstein being one of the remaining directors;
and (ii) Yankees (or its designee) will then have the right to name three
persons to the Board, resulting in a seven-person Board. The directors so named
by Yankees will serve at Yankees' pleasure and may be replaced by Yankees for
any reason whatsoever, with or without cause. Yankees' initial designees,
Anthony Q. Joffe, Vanessa H. Lindsey and Kevin W. Dornan, Esquire, have been so
elected as of the date of this agreement
7. The Bondholders further agree that they will enter into a
shareholder agreement that provides that they will vote their Shares, for a
period of five years from the date of this agreement, to appoint Evan Brovenick
("Mr. Brovenick") and two additional persons chosen by Mr. Brovenick to the
Board, but only on the express condition that Mr. Brovenick and Mr. David
Blechman enter into the same shareholder agreement that they will vote their
shares of iBX stock, for a period of five years, to vote for Yankees' three
designees as provided above in paragraph 6 (ii). This shareholder agreement
shall further provide that it will be binding on all assignees of the
signatories thereto, unless any of the shares subject to the shareholder
agreement are sold in an open-market, brokered transaction.
8. In addition to the Shares referred to in paragraph 1 above, the
Company has issued 10,937,500 shares of its common stock to the following
investors:
Calvo Family Spendthrift Trust 5,000,000 shares
Tucker Family Spendthrift Trust 5,000,000
Vanessa Lindsey 250,000
Coast to Coast Financial Group, Inc. 250,000
Kevin W. Dornan 250,000
Sally Stroberg 50,000
Nancy Molinari 50,000
Settlement Agreement
December 19, 2001
Page 3
Francine Frankel 42,500
Warren Hirt 42,500
Donna Whitacre 2,500
9. As a condition of issuing the shares to the individuals named in
paragraph 8, these individuals have agreed to vote their shares, for a period of
five years from the date of this agreement, at any shareholders meeting for the
purpose of electing directors, to elect Mr. Brovenick and two additional
individuals chosen by Mr. Brovenick to the Board and to elect the three
designees of Yankees. This obligation will be binding upon any assignee except
if the shares are sold in an open market, brokered transaction.
10. The parties agree that any breach of this agreement will cause
irrevocable harm to the parties and as such, in addition to any remedies
available at law, the parties agree to specific performance as a remedy.
11. This Agreement shall be governed by the laws of the state of
Florida with jurisdiction for any dispute in Palm Beach County, Florida. In the
event of any litigation to enforce the rights of either party, the prevailing
party shall be entitled to recover all costs including reasonable attorney's
fees.
12. This Agreement shall be binding upon the parties hereto, their
officers, directors, members, and principal shareholders. The parties agree to
take all reasonable and necessary measures to carry out the purposes of this
agreement.
13. THIS AGREEMENT HAS BEEN PREPARED BY JEFFREY G. KLEIN, P.A. ALL
PARTIES WAIVE ANY CONFLICT OF INTEREST.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date set forth above.
iBX Group, Inc. Evan R. Brovenick, Individually
By: _________________________ By: _________________________
Evan R. Brovenick President Evan R. Brovenick
Settlement Agreement
December 19, 2001
Page 4
PriMed Technologies, Inc. PriMed Technologies, L.C.
By: _________________________ By: ________________________
Evan R. Brovenick, President Evan R. Brovenick, Member & President
The Yankee Companies, Inc. Calvo Family Spendthrift Trust
By: _________________________ By: _________________________
Leonard Miles Tucker, President William A. Calvo, III, Trustee
Tucker Family Spendthrift Trust Blue Lake Capital Corp.
By: _________________________ By: _________________________
Leonard Miles Tucker, Trustee Michelle Tucker, President