SITO Mobile Announces Termination of IP Revenue Sharing Agreement and Settlement of Related Litigation
February 20 2018 - 4:05PM
SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement
platform (“SITO” or the “Company”), today announced that it has
entered into a Settlement Agreement and Mutual Release (the
“Settlement Agreement”) with TAR SITO LendCo LLC (“TAR”), Mr.
Julian Singer, Ms. Karen Singer and Mr. Gary Singer (collectively
with TAR, the “TAR Group”).
Pursuant to the Settlement Agreement, we have
agreed, among other things, that:
- The Revenue Sharing and Note Purchase Agreement dated October
3, 2014, as amended (the “IP Revenue Sharing Agreement”), by and
among SITO and certain of our subsidiaries, on the one hand, and
Fortress Credit Co. LLC, and CF DB EZ LLC, on the other hand, the
rights to which were acquired by TAR in July 2017, is being
terminated in exchange for a one-time payment by SITO to the TAR
Group of $3.5 million;
- The pending litigation between SITO, certain of our
subsidiaries and the TAR Group relating to the IP Revenue Sharing
Agreement will be dismissed;
- Each of SITO and our subsidiaries, on the one hand, and the
members of the TAR Group and certain of their affiliates, on the
other hand, will release each other from any and all claims we or
they have, had or may have against the other party at any time
prior and up to the date of the settlement agreement;
- For a period of five years, the members of the TAR Group will
not, directly or indirectly:
- acquire or sell SITO’s securities;
- nominate or recommend for nomination a person for election at
any shareholders’ meeting at which members of our Board are to be
elected, or participate in any proxy contest or consent
solicitation to elect or remove any of our directors;
- submit any shareholder proposal;
- encourage any other person to take similar action with respect
to the Company;
- solicit the employment or engagement of services of certain
employees of and consultants to SITO or our subsidiaries or
affiliates; and
- solicit or induce any other person to cease, diminish or not
commence doing business with SITO or any of or affiliates; and
- neither SITO or our subsidiaries, on the one hand, nor any
member of the TAR Group, on the other hand, will publicly disparage
or criticize the other party, or encourage or assist any other
person to threaten or pursue any legal proceeding against the other
party.
A portion of the proceeds of our previously
announced public offering of SITO’s common stock, which was
completed February 9, 2018, will be used to fund the payment to be
made by SITO to TAR under the Settlement Agreement. The
payment under the Settlement Agreement will be expensed by the
Company in its first quarter 2018 financial statements.
About SITO Mobile Ltd.
SITO Mobile provides a mobile engagement
platform that enables brands to increase awareness, loyalty, and
ultimately sales. For more information, visit
www.sitomobile.com.
Cautionary Statement Regarding Certain
Forward-Looking Information
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are
based on our management’s beliefs and assumptions and on
information currently available to our management. Although
we believe that the expectations reflected in these forward-looking
statements are reasonable, these statements relate to future events
or our future financial performance, and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by these
forward-looking statements. These statements are only
predictions, and you should not place undue reliance on
forward-looking statements, because they involve known and unknown
risks, uncertainties and other factors, which are, in some cases,
beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from
current expectations include, among other things, those listed
under the heading “Risk Factors” in our Annual Report on Form 10-K
and the other reports we file with the US Securities and Exchange
Commission (the “SEC”). Actual events or results may vary
significantly from those implied or projected by the
forward-looking statements due to these risk factors. No
forward-looking statement is a guarantee of future performance. You
should read our Annual Report on Form 10-K and the documents that
we reference in our Annual Report on Form 10-K and have filed as
exhibits thereto with the SEC, completely and with the
understanding that our actual future results and circumstances may
be materially different from any future results expressed or
implied by these forward-looking statements. Forward-looking
statements are made based on management’s beliefs, estimates and
opinions on the date the statements are made, and we undertake no
obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change, except
as may be required by applicable law. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements.
Media Contact:Katie McGovern SHIFT
Communications sito@shiftcomm.com
IR Contact: Rob FinkHayden IR
rob@haydenir.com Source: SITO Mobile, Ltd.
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