Case 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 1 of 7 SETTLEMENT AGREEMENT AND GENERAL RELEASE, This Settlement Agreement and Mutual Release (the “Agreement”) is made effective as of August 6, 2018 (the “Effective Date”), by and between Joseph Benson, c/o Goede, Adamczyk, DeBoest & Cross, PLLC at 4800 N. Federal Highway, Suite 307D, Boca Raton, Florida 33431 (“Benson”), on the one hand, and JetSmarter Inc., a Delaware corporation with principal offices at 500 East Broward Boulevard, Suite 1900, Fort Lauderdale, Florida 33394 (“JetSmarter”), on the other hand (collectively, the “Parties”). Now, therefore, in consideration of the mutual Promises and covenants hereinafter set forth, the parties agree as follows: WHEREAS, Plaintiff JetSmarter instituted the lawsuit styled JetSmarter Inc. v. Joseph Benson Case No.: 0:17-cv-62541-FAM in the United States District Court for the Southern District of Florida (the “Court”) on or around December 21, 2017, (the “Lawsuit”), WHEREAS, Defendant Joseph Benson instituted the lawsuit styled Joseph Benson v. JetSmarter, Inc., Case No. CACE-18-016698 in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County Florida (the “Action”), WHEREAS, after participating in Mediation on August 7, 2018 with Mediator Thomas Scott, Esq. and engaging in further settlement negotiations, the Parties wish to resolve this matter and avoid the disruption and expense of further litigation; and WHEREAS, the Parties desire, without any concession or admission of unlawful conduct, liability, fault, or wrongdoing, to affect a full, complete, final, and binding settlement and compromise of all state and federal claims that the parties may have against one another as set forth in this Agreement, NOW, THEREFORE, i in this Agreement, and the the Parties agree as follows: consideration of the mutual covenants and promises set forth set forth above which the Parties agree are true and correct, 1, TERMS OF THE AGREEMENT (@)_A Permanent injunction on the terms set forth in the Proposed Order attached hereto ‘as Exhibit “A” and incorporated fully herein by reference; (b) Defendant shall abide by his contractual obligations set forth in the non-competition and non-solicitation provisions executed during the course of his employment and attached hereto as Exhibit “B” with JetSmarter for a period of 18 months following the date of execution of this Settlement Agreement and General Release; (©). Defendant. shall. permanently delete names, email. addresses, and. all contact information of JetSmarter customers in his possession from any medium, including phone, any computer devices or electronic storage; Defendant or its counsei shall not retain any copy of the ‘names and contact information that he will provide to Plaintiff; (@) Defendant shall provide a sworn affidavit certifying his compliance with paragraph (©) above within three days of execution of this Agreement;Case 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 2 of 7 (©). The District Court shall retain jurisdiction in the Lawsuit to enforce the injunction _ specified in paragraph (e) above and terms of this Settlement Agreement and General Release; (As a condition precedent for entering into this Agreement, Defendant has provided Plaintiff with m stetement under penalty of perjury regarding his relationship after the termination of his employment with JetSmarter with any entity that derives any revenue from private jet services (“Competitors”) of JetSmarter and such Competitors’ potential tortious interference with JetSmarter’s business relationships. Defendant's statement took take place on August 8, 2018 at 11:00 am. Defendant agrees that in the event JeiSmarter brings an action against any of its Competitors based on the results of its investigation into its Competitor's conduct in relation to Benson, Benson will cooperate with JetSmarter in such ection, (g) Defendant shall dismiss the state court case styled Joseph Benson v. JetSmarter, Ine, ‘Case No. CACE-18-016698 in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County Florida with prejudice within three (3) days of execution of this Settlement ‘Agreement. (h) Plaintiff shall dismiss the federal court case filed in the United States District Court, Souther District of Florida, styled JetSmarter, Inc, v. Joseph Benson, Case No. 17-cv-62541- FAM with prejudice within three (3) days of the execution of this Settlement Agreement and the ‘Court entering the Proposed Order attached as Exhibit A. 2, General Release of Benson by JetSmarter. (@) In consideration of this Agreement and the promises and covenants set forth in this Agreement, JetSmarter agrees to remise, release and forever discharge, and by this ‘Agreement does remise, release and forever discharge Benson and his heirs of and from all debts, obligations, reckonings, promises, covenants, agreements, contracts, endorsements, bonds, specialties, controversies, suits, actions, causes of actions, trespasses, variances, judgments, extents, executions, damages, claims or demands of any nature whatsoever, in law or in equity, which JetSmarter ever had or now hes for, upon or by reason of any matter, cause or thing whatsoever, whether known or unknown, from the beginning of the world to the Effective Date of this Agreement, provided, however, that nothing contained herein shall be deemed to release any rights or claims that JetSmarter has under this Agreement, including without limitation any claims in the event Benson violates the Proposed Order or non-competition and non-solicitation provisions. (b)__ JetSmarter represents and acknowledges that itis its intention in executing this ‘Agreement that this Agreement shall be effective as a bar to each and every possible claim, demand, suit, action, or cause of action that it may have against Benson as of the Effective Date of this-Agreement-JetSmarter further acknowledges-that it may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist (“Unknown Facts”) and which, if known or suspected at the time of executing this Agreement, may have materially affected its decision to enter into this Agreement. JetSmarter nevertheless expressly waives any right to assert after the execution of this Agreement that any claim, demand, suit, action, or cause of action should be excluded or omitted fiom the scope of their release ofCase 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 3 of 7 JetSmarter as a result of any such Unknown Facts, provided, however, that nothing contained herein shall be deemed to release any rights or claims that JetSmarter has under this Agreement, Proposed Order or non-competition and non-solicitation provisions. (©) JetSmarter represents and warrants that prior to the Effective Date of this ‘Agreement there has been no assignment, sale or other transfer or disposition by it of any interest in any agreement, claim, demand, suit, action, or cause of action, which, but for such assignment, sale, transfer or disposition, would have been released by JetSmarter and forever discharged as provided in this Agreement. (@)__ The claims released and discharged by this Agreement include any and all claims which were alleged by JetSmarter against Benson in the federal court action styled JetSmarter Inc. v. Joseph Benson Case No: 0:17-cv-62541-FAM in the United States District Court for the Southem District of Florida. In accordance with the parties’ settlement as set forth in this ‘Agreement, JetSmarter shall take any and all necessary actions to dismiss this action and all claims alleged in the lawsuit styled JesSmarter Inc. v. Joseph Benson Case No.: 0:17-cv-62541- FAM in the United States District Court for the Southem District of Florida with prejudice within three days of execution of this Settlement Agreement and Release and entrance of the Proposed Order subject to the Court's retention of jurisdiction to enforce the terms of this Settlement Agreement and Release and the Proposed Order. 3. General Release of JetSmarter by Benson. © In consideration of this Agreement and the of the promises and covenants set forth in this Agreement, Benson agrees to remise, release and forever discharge, and by this ‘Agreement does remise, release and forever discharge JetSmarter and its agents, employees, officers, affiliates, subsidiary and parent companies, and assigns (collectively, “Released Parties") of and from all debts, obligations, reckonings, promises, covenants, agreements, contracts, endorsements, bonds, specialties, controversies, suits, actions, causes of actions, ‘trespasses, variances, judgments, extents, executions, damages, claims or demands of any nature ‘whatsoever, including any claims for wages, commissions, or any other benefits in law or in ‘equity, which Benson ever had, now has or hereafter can, shall, or may have against the Released Parties for, upon or by reason of any matter, cause or thing whatsoever, whether known or unknown, ffom the beginning of the world to the Effective Date of this Agreement, including dismissal with prejudice of all claims in the Lawsuit and the Action, provided, however, that nothing contained herein shall be deemed to release any rights or claims that Benson has under this Agreement. (® Benson represents and acknowledges thet it is his intention in executing this ‘Agreement that this Agreement shall be effective as bar to each and every possible claim, ‘demand, suit, action, or cause of action that he may have against the Released Parties as of the Effective Date-of this-Agreement.. Benson. further acknowledge that be may hereafter-discover_ claims or facts in addition to or different from those which they now know or believe to exist (Unknown Facts”) and which, if known or suspected at the time of executing this Agreement, may have materially affecied his decision to enter into this Agreement. Benson nevertheless expressly waives any right to assert after the exccution of this Agreement that any claim, demand, suit, action, or cause of action should be excluded or omitted from the scope of hisCase 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 4 of 7 release of the Released Parties as a result of any such Unknown Facts, provided, however, that nothing contained herein shall be deemed to release any rights or claims that Benson has under this Agreement. (g) Benson represents and warrants that prior to the Effective Date of this Agreement there has been no assignment, sale or other transfer or disposition by him of any interest in any ‘agreement, claim, demand, suit, action, or cause of action, which, but for such assignment, sale, transfer or disposition, would have been released by Benson and forever discharged as provided in this Agreement. (h) The claims released and discharged by this Agreement include any and all claims which were alleged by Benson against JetSmarter in the federal court action styled JeiSmarter Ine, v. Joseph Benson Case No.: 0:17-cv-62541-FAM in the United States District Court for the ‘Southem District of Florida, and any and all claims which have or could have been alleged in the state court action styled Joseph Benson v. JetSmarter, inc., Case No. CACE-18-016698 in the Cireuit Court of the Seventeenth Judicial Circuit in and for Broward County Florida. In accordance with the parties’ settlement as set forth in this Agreement, Benson shall take any and all necessary actions to dismiss the state court action with prejudice within three (3) days of ‘execution of this Settlement Agreement and Release. 4, No Admission of Any Wrongdoing. The parties hereto acknowledge that this Agreement represents a settlement of disputed claims, and the parties hereto agree that neither this ‘Agreement nor the furnishing ofthe consideration provided for by this Agreement shall be deemed or construed at any time for any purpose as an admission by JetSmarter of any liability, fault, ‘wrongdoing or any unlawful conduct of any kind. 5. No Presumption Against Drafting Party. The parties hereto further acknowledge and agree that this Agreement and the provisions contained herein shall not be construed or interpreted for or against any party hereto because said porty drafted or caused the party's legal representative to draft any of the provisions, it being expressly understood and agreed that the parties participated equally or had equal opportunity to participate in the drafting the provisions. 6. Other Agreements. The Parties acknowledge and agree that they have carefully read and are entering into this Agreement knowingly, voluntarily, and with knowledge of its significance, and without coercion, threat, or intimidation to sign this Agreement. Each Party has ‘been given the opportunity to consult with counsel of his or her choice conceming, this ‘Agreement and has done so. Each Party represents and warrants that there have been no representations or promises made on which either relied upon in connection with this Agreement other than what is set forth herein in writing. Each Party further represents and warrants that they are not being induced to enter into this Agreement by anything other than the written words contained in this Agreement, The settlement is contingent upon the full execution of this ‘Agreement by all Parties, along with the: dismissal of the al-actions and claims described in-this Agreement, with prejudice. If any of these conditions is not met, then this Agreement will become void and invalid as to all Parties. 7. Governing law; Jurisdiction. This Agreement and the rights and obligations of the pparties hereunder shall in all respects be govemed by and construed and enforced in accordanceCase 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 5 of 7 with the laws of the State of Florida (without regard to principles of conflicts of law). The partics to this Agreement consent to the jurisdiction and exclusive venue of the Federal and/or State courts in Broward County, Florida in any litigation conceming this Agreement. 8 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto conceming its subject matter and shall supersede the terms of any other agreement, representation of understanding (whether oral or writen) between the pasties hereto concerning the subject matter of this Agreement. 9. Modification. This Agreement may be changed or modified only by a writing signed by the parties hereto in which specific reference is made to this Agreement. 10. Counterparts. This Agreement may be executed in two or more counterparts, ‘each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. Copies of this Agreement with signatures transmitted by facsimile or other electronic means shall have the same force and effect es originals. 11. Construction and Interpretation. The Parties agree that this Agreement shall be interpreted and construed in accordance with the laws of the State of Florida. The Parties. acknowledge and agree that the terms and conditions of this Agreement are the result of lengthy, intensive arms-length negotiations between the Parties and that this Agreement shall not be construed in favor of or against any of the Parties by reason of their participation in the drafting, of this Agreement. The Parties agree that the headings of the Sections in this Agreement are intended for convenient reference only, and the same shall not be, or decmed to be, interpretative of the contents or scope of such provisions, 12. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties. 13. Authority of Signatories. The signatories named below warrant that they are authorized to act on behalf of the respective parties hereto, as indicated, and that by affixing their signatures to the Agreement the parties are bound to the terms of the Agreement. 4 ‘Legal counsel. The partics to this Agreement acknowledge and agree that they have freely negotiated its terms at arm's length; that each party has read this Agreement in its entirety and understand and appreciate its contents and significance; and that each party executes the Agreement and makes the agreements contained herein knowingly, voluntarily and ofits his or her own free will, having first had the opportunity to consult with counsel. 15, Captions. Captions used in this Agreement are for the purposes of ‘convenience and are not to be interpreted as.a substantive part of the Agreement. 16. Further acts. ‘The parties agree to do such further acts, and to execute such additional documents, as may reasonably be necessary or advisable to carry out the terms of this Agreement,‘IN WITNESS WHEREOE, the parties have knowingly and voluntarily executed this Agreement onthe dafersetforth below. Signotiand tated his ZO tayot__Auguoh _ ami, Sor oo} ‘ OF _ we Pm Tie conpy tedoat sas ecoonloln) tos) me aie 20 aay otCase 0:17-cv-62541-FAM Document 81 Entered on FLSD Docket 08/22/2018 Page 7 of 7 JETSMARTER INC ued: UU 22,2018 »(Zile Authorized Representative of JetSmarter Inc Print Name: rossiv J Signed and dated this_2-2- LEE yet ust a stateor F(0IidM counry or BrOWALA > gud The foregoing instrument was acknowledged before me this LL day of A u fu Wk 2018, by f vt UiL.Nvho is personally known to me or who has produced as identifi (Print, Type or Stamp Commissioned Name of Notary Public, Commission Number and Expiration Date of Commission.) SENNIFER LAWSON ‘orary Publ - State of Florida ‘Commission # FF 205814 My Comm. Expres Mar 3, 201° Bonet ough NorleyCase 0:17-cv-62541-FAM Document 81-1 Entered on FLSD Docket 08/22/2018 Page 1 of 4 EXHIBIT ACase 0:17-cv-62541-FAM Document 81-1 Entered on FLSD Docket 08/22/2018 Page 2 of 4 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO. 17-62541-CIV-MORENO/Seltzet JETSMARTER INC., a Delaware corporation, Plaintiff, vs. JOSEPH BENSON, JUNCTION THIS CAUSE having come before the Court on Parties Settlement Agreement and General Release, and the Court having reviewed the papers and being otherwise advised in the premises, it is: ORDERED AND ADJUDGED that the permanent injunction is entered enjoining Defendant Joseph Benson from: 1. Retaining any of Plaintiff's trade secret and confidential information, including among other things, the names, telephone numbers, and email addresses of persons added to its Customer Lists between December I, 2014 and June 23, 2017 in any medium, including Defendant's phone, computer device, or cloud storage; 2. Utilizing Plaintiff's trade secrets and confidential information, including among other things, the names, telephone numbers, and email addresses of persons added to Plaintiff's Customer Lists between December 1, 2014 and June 23, 2017, for any personal or business purpose;Case 0:17-cv-62541-FAM Document 81-1 Entered on FLSD Docket 08/22/2018 Page 3 of 4 3. Disclosing Plaintif’s trade secrets and confidential information, including among other ‘things, the names, telephone numbers, and email addresses of persons added to Plaintiff's Customer Lists between December 1, 2014 and June 23, 2017, to any individual or entity; 4. Communicating, for a period of 18 months from the date of entry of this Order, either ‘through direct or indirect means, for any purpose with any of Plaintiff's customers who were added to Plaintiff's Customer List between December 1, 2014 and June 23, 2017, including without limitation administering or participating in any and all social media chat groups, such as Telegram, in which PlaintifP's customers are also the participants in. If Defendant is contacted by an individual through direct or indirect means, Defendant will make a good faith effort to determine and will inquire whether that individual isa Plaintiff's customer and was added to Plaintiff's Customer List between the dates of December 1, 2014 through June 23, 2017. If Defendant unknowingly communicates with an individual who was added to Plaintiff's Customer List between December 2014 through June 23, 2017, he shall have an opportunity to present evidence that he did not know and had no reason to know that such individual was Plaintiff's customer; 5. Violating the non-competition and non-solicitation agreements entered into by and between Plaintiff and Defendant, and, without limitation, being employed by or participating in the ownership, management, operation ot control of, or being connected in any manner with any entity that derives any revenue from private jet services; and 6. Tortuously interfering in any manner in Plaintiff" business relationships. The Court retains jurisdiction-to enforce this: Order andthe terms-of the referenced Settlement Agreement and General Release. DONE AND ORDERED in Chambers at Miami, Florida, thi day of August, 2018. oun. 2Case 0:17-cv-62541-FAM Document 81-1 Entered on FLSD Docket 08/22/2018 Page 4 of 4 FEDERICO A. MORENO UNITED STATES DISTRICT JUDGE Copies furnished to Counsel of Record west 3