I've said that Exhibit D is irrelevant because of the 1 year length of the offer. What is not irrelevant is the reference to clause 9,2,2. This is clear evidence that the Terms of that Agreement were still in effect. Making it hard to explain away the Arbitration clause. The "secret" found in public filings is hardly a secret. Up to the singing of this letter NOTHING had been agreed to that limited XTI from shopping for a true path to NASDAQ and accomplishing their goals. After the signing of this binding agreement.
Duffy makes this offer just 14 days before the JVs 2 year end date. The Auctus loan would default July 8 2022. How could this SCAM keep going without the BS merger. He needed a way to STALL & DISTRACT.
This agreement came to a conclusion May 17 2023 WITHOUT XTI completing a merger with another company. We know that on December 5, 2021, XTI and Xeriant executed a Term Sheet regarding the merger. The extension (Exhibit C) of this term sheet was signed July 14 2022 and would be effective until Aug 31 2022.
Since I established the JV connection let's look again at the dispute clause. These 2 items show that both parties were trying to resolve their dispute. First XTI agreed that they would not merger with any other company for a year.(completed). Second upon defaulting to Auctus July 8 2022 XTI extended the merger term sheet deadline to Aug 31 2022. This seems reasonable given that XTI had no control over the other Auctus stipulation of the XERI UPLIST to NASDAQ. These actions show a willingness of XTI to try and resolve this dispute. LOLOL Purpose remains STALL>DISTRACTION>DILUTION
Duffy knew he would not win Arbitration which could have been started but he used the extension to go back to Auctus 2 more times so they could get their share.
8. Dispute Resolution.
8.1 Notice of Dispute. The Parties shall attempt to resolve any dispute, claim or controversy arising under, out of or in connection with this Agreement (a “Dispute”) amicably. In no event shall any Party commence any judicial or arbitral proceeding against another Party without first providing to the other Party to the Dispute written notice of the Dispute with sufficient detail, including reference to the contractual provisions at issue, to allow the other Party to evaluate the dispute and negotiate its resolution.
8.2 Executive Escalation. Upon receipt of a notice of Dispute as described in Section 8.1, the Dispute will be referred to the executive management representatives designated by each Party (“Executive Escalation”). Such representatives shall meet in person or by telephone (including videoconference) and in good faith attempt to settle the Dispute.
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