EXHIBIT 10.42
SETTLEMENT AGREEMENT IN PRINCIPLE
The Parties, Ramp Corporation and Medix Resources, Inc. and Xxxxxx X. Xxxxx
("Defendants"), and Xxxxxxxx Xxxxxxx, individually and as trustee of the named
Plaintiffs In Case No. A0306937 in the Xxxxxxxx County Court of Common Pleas
("Plaintiffs") have participated in mediation and reached a settlement agreement
on the following terms:
1. The Defendants shall issue and provide to the Plaintiffs 2.5 million
shares of Ramp Corporation stock by the end of a defined time period (the
"Trading Period"). If the total receipts from sales are less than $75,000, then
the Escrow Agents shall disburse from the escrow account the difference between
the amounts received for those sales (net of commissions up to $1,000) and
$75,000.
2. Joint Escrow Agents will be Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and
Xxxxxxx X. Xxxxxxx ("Xxxxxxx"). The Escrow Agents shall set up a joint escrow
account with both signatures required for any disbursements.
3. The escrow account shall total $75,000. The $75,000 will be derived
from a check issued by Pocketscript LLC to Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx
as Escrow Agents, after voiding Check No. 179 on Pocketscript's account dated
February 5, 2004, through McDonald Investments (copy attached). These funds will
be deposited as soon as reasonably possible.
4. Defendant Ramp Corporation shall notify Pocketscript LLC to void
Check No, 179 and reissue $75,000 to Xxxxxxxxx and Xxxxxxx as Escrow Agents. The
escrow amount will be held as security for Defendants' obligation under
paragraph I above during the Trading Period.
5. At the completion of the Trading Period, Xxxxxxxxx and Xxxxxxx shall
issue a check to Angel Ventures LLC for the benefit and consideration of all
Plaintiffs in the amount of $25,000. All remaining funds shall then be disbursed
to Ramp Corporation (less any amounts disbursed under paragraph 1 above).
6. The Trading Period shall not exceed 15 trading days (business days).
It shall commence on the next business day after Plaintiffs receive the shares
or the Company [Defendant] authorizes in writing Plaintiffs to begin selling. It
shall end on the earlier of 15 trading days after commencement or whenever the
2.5 million shares have been sold. The Plaintiffs will sell no more than 750,000
shares on any single day.
7. The Parties and Angel Ventures LLC will execute mutual releases and
file stipulations of dismissal with prejudice within ten (10) days of complete
disbursal of the escrow account.
8. The Defendants will file the necessary registration statement for
issuance of shares with the SEC as soon as possible, but not later than April
30, 2005. (a) To calculate the value of any unsold shares at the end of the
Trading Period, for the purposes of determining the amount due to Plaintiffs as
the guaranty under paragraph 1, the average of the coverage closing price of the
last 5 days shall be used.
9. If the SEC determines not to review the registration, the Defendant
Ramp Corporation will immediately request expedited issuance.
10. Xxxxxxxx Xxxxxxx represents that he has the authority to settle and
enter into these agreements on behalf of all Plaintiffs and of Angel Ventures
LLC.
11. Xxxxx Xxxxx represents that he has authority to settle and enter
into these agreements on behalf of Ramp Corporation and its predecessor, Medix
Resources, Inc. and Xxxxxx X. Xxxxx.
12. The Parties intend this agreement to be legally binding and
governed by Ohio Law. Each party is to bear its own costs (including a half
share of the mediation fee).
Dated :___________________ ______________________
Xxxxxxxx Xxxxxxx
Individually and on behalf of Plaintiffs
Angel Ventures LLC
Dated:____________________ ______________________
Xxxxx Xxxxx
On behalf of Ramp Corporation as successor
to Medix Resources, Inc. and
Xxxxxx X. Xxxxx
