UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*

Minim, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
60365W102
(CUSIP Number)
 
Colby Jordan
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 998-8484
 
Alexander H. Pyle, Esq.
Sheehan Phinney Bass & Green PA
28 State Street, 22nd Floor
Boston, MA 02109
(617) 897-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 20, 2021
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.
60365W102
1
NAMES OF REPORTING PERSONS
 
 
Jeremy P. Hitchcock
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
17,819,5291
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
17,819,5291
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,819,5291
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1 Includes 52,500 shares of the common stock (“Common Stock”) of Minim, Inc., formerly known as Zoom Telephonics, Inc. (the “Issuer”), that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are currently exercisable or will become exercisable within 60 days.  The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of Directors (the “Board”) of the Issuer.

SCHEDULE 13D

CUSIP No.
60365W102
1
NAMES OF REPORTING PERSONS
 
 
Elizabeth Cash Hitchcock
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
17,819,5292
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
17,819,5292
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,819,5292
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

2 Includes 52,500 shares of Common Stock of the Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are currently exercisable or will become exercisable within 60 days. The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of the Issuer.

SCHEDULE 13D

CUSIP No.
60365W102
1
NAMES OF REPORTING PERSONS
 
 
Orbit Group LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
15,696,1843
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
15,696,1843
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,696,1843
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

3 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D

CUSIP No.
60365W102
1
NAMES OF REPORTING PERSONS
 
 
Hitchcock Capital Partners, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
15,696,1844
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
15,696,1844
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,696,1844
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
4 Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Zulu Holdings LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D

CUSIP No.
60365W102
1
NAMES OF REPORTING PERSONS
 
 
Zulu Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
15,696,1844
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
15,696,1844
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,696,1844
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

4 Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Hitchcock Capital Partners, LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

Amendment No. 14 to Schedule 13D
 
This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.
 
This Amendment further amends (i) the Schedule 13D filed on May 3, 2019; (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019; (iii) the Amendment No. 2 to Schedule 13D filed on January 15, 2020; (iv) the Amendment No. 3 to Schedule 13D filed on January 21, 2020; (v) the Amendment No. 4 to Schedule 13D filed on April 8, 2020; (vi) the Amendment No. 5 to Schedule 13D filed on April 17, 2020; (vii) the Amendment No. 6 to Schedule 13D filed on May 27, 2020; (viii) the Amendment No. 7 to Schedule 13D filed on July 15, 2020; (ix) the Amendment No. 8 to Schedule 13D filed on August 4, 2020; (x) the Amendment No. 9 to Schedule 13D filed on September 4, 2020; (xi) the Amendment No. 10 to Schedule 13D filed on September 30, 2020; (xii) the Amendment No. 11 to Schedule 13D filed on October 13, 2020; (xiii) the Amendment No. 12 to Schedule 13D filed on November 16, 2020; and (xiv) the Amendment No. 13 to Schedule 13D filed on December 8, 2020 (collectively, the “Schedule 13D”).
 
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.
 
Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:
 
On August 20, 2021, the Issuer and Mr. Hitchcock entered into a Settlement Agreement (the “Settlement Agreement”) with Eric Griffith (the “Stockholder”), a stockholder of the Issuer who had made a demand to inspect certain of the Issuer’s books and records pursuant to Section 220 of the Delaware General Corporation Law. Pursuant to the terms of the Settlement Agreement, the Issuer and Mr. Hitchcock agreed to comply with the following requirements for a period of time equal to the shorter of four years from the date of execution of the Settlement Agreement or when Mr. Hitchcock and his affiliates’ beneficial ownership decreases below 35% of the Issuer’s total shares outstanding:
 

•
The Issuer shall maintain a board of directors comprised of a majority of directors who qualify as “independent” under the NASDAQ listing rules.
 

•
Mr. Hitchcock and his affiliates agree not to acquire any additional shares of the Issuer’s stock for the first 18 months after execution of the Settlement Agreement (the “Initial 18-Month Period”); provided however that during the Initial 18-Month Period, (i) Mr. Hitchcock may receive ordinary course director compensation, including for special director roles such as chairman and head of committees (including Issuer equity) and participate pro rata in any public equity offering conducted by the Issuer, and (ii) the obligations under this paragraph shall terminate on the first to occur of: (x) a tender offer is made to security holders of the Issuer by any person or group (other than Mr. Hitchcock and his affiliates) which, if successful, would result in such person or group owning or having the right to acquire securities with aggregate voting power of at least 20% of the then total voting power of the Issuer or debt securities constituting at least 20% of the then long-term funded indebtedness of the Issuer or any of its subsidiaries (without giving effect to any default on any such long-term funded indebtedness); (y) a petition of bankruptcy or for relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, moratorium or extension shall be instituted under any law with respect to the Issuer; and (z) any governmental authority or any court at the instance thereof shall take possession of all or any substantial part of the property of, or a writ or order of attachment or garnishment shall be issued or made against all or any substantial part of the property of, the Issuer or any of its subsidiaries, and (iii) the obligations under this paragraph shall not apply in the event of a transaction approved in accordance with the following paragraph.
 

•
To the extent that Mr. Hitchcock and/or any of his affiliates attempt to conduct a Rule 13E-3 transaction (i.e., a going-private transaction) following the Initial 18-Month Period, such transaction shall be conditioned ab initio on the dual protections described in Kahn v. M&F Worldwide Corp. (i.e., approval from an independent and disinterested special committee and a non-waivable fully-informed and uncoerced majority-of-the-minority vote of the Issuer’s unaffiliated stockholders).


•
In any sale of the Issuer, Mr. Hitchcock and his affiliates are prohibited from seeking or obtaining consideration greater or different than the consideration provided to the Issuer’s other stockholders on a per-share basis; provided, however, that the foregoing shall not apply to reasonable consideration or compensation for non-competition, non-solicitation or similar covenants or for employment, consulting or similar services.
 

•
Any material related-party transaction (i.e., a transaction in excess of $2 million) between the Issuer, on the one hand, and Mr. Hitchcock and/or any of his affiliates, on the other hand, must receive prior approval from a committee of disinterested and independent directors of the Issuer.
 
The Settlement Agreement defines Mr. Hitchcock’s affiliates as entities that are under the control of Mr. Hitchcock or his spouse.
 
The Settlement Agreement also includes an obligation by the Issuer to pay certain legal fees incurred by the Stockholder, a release of claims by the Stockholder in favor of the Issuer, Mr. Hitchcock and their respective affiliates, and an undertaking by the Stockholder’s counsel not to reveal or use information it received in connection with the Stockholder’s demand for information.
 
The foregoing discussion does not purport to be complete, and is qualified in its entirety by the terms and conditions of the Settlement Agreement, a copy of which is filed as Exhibit 99.2 hereto, and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is amended and supplemented by the addition of the following:
 
As of the date hereof, each of the members of the Group beneficially owns, in aggregate, the number of shares of the Issuer’s Common Stock, representing the percentage of the Issuer's outstanding shares set forth below opposite the name of such member of the Group, which in the case of Mr. Hitchcock and Ms. Hitchcock includes 52,500 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of stock options issued to Mr. Hitchcock.

Name
Shares
Beneficially Owned
Percentage
Beneficial Ownership
Jeremy P. Hitchcock
17,819,529
38.9
Elizabeth Cash Hitchcock
17,819,529
38.9
Orbit Group LLC
15,696,184
34.2
Hitchcock Capital Partners, LLC
15,696,184
34.2
Zulu Holdings LLC
15,696,184
34.2
 
Mr. and Ms. Hitchcock share voting and dispositive power over all shares of the Issuer’s Common Stock that they beneficially own, including shares of Common Stock issuable upon exercise of options granted to Mr. Hitchcock.  All members of the Group share voting and dispositive power over all shares of Common Stock beneficially owned by Orbit, HPC and Zulu.  The information set forth in Item 2 is incorporated herein by reference.
 
The aggregate percentage of Common Stock reported owned by each Reporting Person named herein is based upon 45,831,239 shares of Common Stock outstanding as reported in the Issuer’ s Form 10-Q for the quarterly period ended June 30, 2021 filed with the Securities and Exchange Commission on August 16, 2021.
 
Item 7.
Material to Be Filed as Exhibits
 

Exhibit 99.1
Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
 

Exhibit 99.2
Settlement Agreement among Minim, Inc., Jeremy Hitchcock and Eric Griffith dated as of August 20, 2021.
 
Signature
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 20, 2021
/s/ Jeremy P. Hitchcock
 
Jeremy P. Hitchcock
   
 
/s/ Elizabeth Cash Hitchcock
 
Elizabeth Cash Hitchcock
   
 
Orbit Group LLC
   
 
By:
/s/ Jeremy P. Hitchcock
 
Name: Jeremy P. Hitchcock
 
Title: Manager
   
 
Hitchcock Capital Partners, LLC
 
By:
Orbit Group LLC, its Manager
     
 
By:
/s/ Jeremy P. Hitchcock
 
Name: Jeremy P. Hitchcock
 
Title: Manager
   
 
Zulu Holdings LLC
 
By:
Orbit Group LLC, its Manager
     
 
By:
/s/ Jeremy P. Hitchcock
 
Name: Jeremy P. Hitchcock
 
Title: President


Exhibit 99.2

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is entered into as of August 20 2021 (the “Effective Date”), among Minim, Inc. (“Minim” or the “Company”), Jeremy Hitchcock (“Hitchcock”) and Eric Griffith (“Stockholder”) (collectively, the “Parties,” and each individually a “Party”).

WHEREAS, on February 16, 2021, the Stockholder made a demand to inspect certain of the Company’s books and records pursuant to 8 Del. C. § 220 (the “Demand”);

WHEREAS, Minim voluntarily produced certain documents in response to the Demand;

WHEREAS, after receiving the Company’s production of documents, the parties engaged in discussions regarding the information therein and certain of Minim’s policies;

WHEREAS, the Parties reached agreement to resolve, with prejudice as to Stockholder, all potential claims by the Stockholder related to or arising out of the documents produced in connection with the Demand;

NOW THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.            Recitals.  The foregoing Recitals are expressly incorporated as part of the Agreement and the Parties confirm and represent to one another that said Recitals are true and correct to the best of their knowledge, information and belief.

2.            Corporate Governance Reforms.For the shorter of four years from the date of execution of this Agreement or when Hitchcock and his affiliates’ beneficial ownership decreases below 35% of the Company’s total shares outstanding:


a.
The Company shall maintain a board of directors comprised of a majority of directors who qualify as “independent” under the NASDAQ listing rules.


b.
Hitchcock and his affiliates agree not to acquire any additional shares of Company stock for the first 18 months after execution of this Agreement (the “Initial 18-Month Period”); provided however that during the Initial 18-Month Period, (i) Hitchcock may receive ordinary course director compensation, including for special director roles such as chairman and head of committees (including Company equity) and participate pro rata in any public equity offering conducted by the Company, and (ii) the obligations under this paragraph (b) shall terminate on the first to occur of: (x) a tender offer is made to security holders of the Company by any person or group (other than Hitchcock and his affiliates) which, if successful, would result in such person or group owning or having the right to acquire securities with aggregate voting power of at least 20% of the then total voting power of the Company or debt securities constituting at least 20% of the then long-term funded indebtedness of the Company or any of its subsidiaries (without giving effect to any default on any such long-term funded indebtedness); (y) a petition of bankruptcy or for relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, moratorium or extension shall be instituted under any law with respect to the Company; and (z) any governmental authority or any court at the instance thereof shall take possession of all or any substantial part of the property of, or a writ or order of attachment or garnishment shall be issued or made against all or any substantial part of the property of, the Company or any of its subsidiaries, and (iii) the obligations under this paragraph (b) shall not apply in the event of a transaction approved in accordance with paragraph (c) of this Section.

2

c.
To the extent that Hitchcock and/or any of his affiliates attempt to conduct a Rule 13E-3 transaction (i.e., a going-private transaction) following the Initial 18-Month Period, such transaction shall be conditioned ab initio on the dual protections described in Kahn v. M&F Worldwide Corp. (i.e., approval from an independent and disinterested special committee and a non-waivable fully-informed and uncoerced majority-of-the-minority vote of the Company’s unaffiliated stockholders).


d.
In any sale of the Company, Hitchcock and his affiliates are prohibited from seeking or obtaining consideration greater or different than the consideration provided to the Company’s other stockholders on a per-share basis; provided, however, that the foregoing shall not apply to reasonable consideration or compensation for non-competition, non-solicitation or similar covenants or for employment, consulting or similar services.


e.
Any material related-party transaction (i.e., a transaction in excess of $2 million) between the Company, on the one hand, and Hitchcock and/or any of his affiliates, on the other hand, must receive prior approval from a committee of disinterested and independent directors of the Company.

For purposes of this Agreement, Hitchcock’s “affiliates” shall mean entities that are under the control of Hitchcock or his spouse.

3
3.            Attorneys’ Fee Payment.No later than two business days after execution of this Agreement, Friedman Oster & Tejtel PLLC, counsel for Stockholder (the “Firm”), shall provide a signed W-9 to Minim.  After receiving such W-9, and in consideration of all the provisions of this Agreement, Minim shall pay, or shall cause to be paid on its behalf, to the Firm a payment in an amount and a manner stated in a letter from Minim to the Firm dated August 20, 2021 (the “Attorneys’ Fee Payment”).  The Attorneys’ Fee Payment is part of the consideration for this Agreement and is made in full and complete satisfaction of any claims for fees or costs by any counsel for Stockholder.

4.          Releases.Except as to rights or claims created by this Agreement, the Stockholder, for itself and for any and all of its successors, predecessors, affiliates, parents, members, principals, assigns, employees, agents, representatives, officers, directors, managers, attorneys, sureties, and/or insurers, hereby forever releases and discharges Minim, Hitchcock and their respective successors, predecessors, affiliates, subsidiaries, parents, members, principals, assigns, employees, agents, representatives, officers, directors, managers, attorneys, sureties, and/or insurers (“Releasees”) from any and all present, past, or future claims, demands, causes of action, lawsuits, debts, accounts, dues, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, extends, executions, sums of money, damages, costs, expenses (including attorneys’ fees and costs), judgments, assertion of liability or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction (including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply), arising at any time, relating to, arising from, or in any way connected to, relating to, concerning or touching on the subject matter of the Demand or the documents produced in response thereto (the “Released Claims”).

4
5.           Covenant of Friedman Oster & Tejtel PLLC.  Friedman Oster & Tejtel PLLC hereby covenants and agrees that, except as may be required by law, the Firm shall not reveal or utilize information it obtained in connection with or learned as a result of the Demand.  The covenant and agreement set forth in this paragraph shall be binding and enforceable against each attorney of the Firm.  To the fullest extent permitted by law or applicable rules or regulations, the Firm further covenants not to appoint, solicit, or encourage anyone else to sue any of the Releasees as such term is defined in paragraph 4 of this Agreement, in respect of any of the Released Claims, or in respect of any other claim which anyone else may have or claim to have by reason of any matter, cause or thing whatsoever, or assist or advise anyone else in connection therewith, from the beginning of time to the date of this Agreement, in any way pertaining or relating to the Demand or the manner in which the directors, officers or stockholders of the Company discharged their respective fiduciary responsibilities in connection with the conduct described in the Demand.

6.            No Transfer of Claims.  The Stockholder represents and warrants that it has not sold, assigned, transferred, conveyed, or otherwise disposed of to any persons or any third party, by operation of law or otherwise, any action, cause of action, suit, debt, obligation, account, contract, agreement, covenant, guarantee, judgment, damage, claim, counterclaim, liability or demand of any nature whatsoever relating to any matter covered by this Agreement.

6.            No Admission.  It is understood and agreed by the Parties that this Agreement is entered into in compromise and should not be construed as an admission by either Party of any kind with respect to any allegation, fact, liability or fault.  This Agreement shall not be offered or received into evidence in any action or proceeding (except any action to enforce this Agreement).

5
7.          Choice of Law and Forum Selection.  This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.  Each of the Parties (i) irrevocably submits itself to the personal jurisdiction of any state court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement; (ii) agrees that all claims in respect of such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event that subject matter jurisdiction is unavailable in that Court, then all such claims shall be brought, heard and determined exclusively in any other state court sitting in Wilmington, Delaware); (iii) consents to service of process in connection with any such suit, action or proceeding by registered or certified mail; (iv) agrees that it shall not attempt to deny or defeat any such jurisdiction by motion or other request for leave from such Court; (v) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other Court; and (vi) expressly waives, and agrees not to plead or to make any claim that any such action or proceeding is subject (in whole or in part) to, a jury trial.  Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

8.          Confidentiality.  The Parties agree that they have maintained and shall continue to maintain in strict confidence the existence, contents and terms of this Agreement.  Notwithstanding the foregoing, any Party may disclose this Agreement to their accountants or other advisors.  Moreover, any Party may disclose this Agreement to the extent necessary to comply with applicable law; provided, that a disclosing party shall give prompt notice to the other Party or their counsel prior to such disclosure so that the other Party may seek a protective order, confidential treatment of any produced information, or other similar relief.

6
9             Authorization.  Each of the signatories below warrants that she or he is competent and authorized to enter into this Agreement on behalf of the Party for whom she or he purports to sign.

10.          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.          Execution.  A copy of the fully executed original of this Agreement shall be deemed to be an original for any and all purposes.

12.          Severability.  Should any provision of this Agreement be held to be illegal, invalid or unenforceable, then the remaining portions of this Agreement shall nonetheless remain in full force and effect, unless such portion of the Agreement is so material that its deletion would violate the essential purpose and intent of the Parties.

13.          Construction.  Each Party represents and warrants that it has had an opportunity to fully review the provisions of this Agreement with attorneys of its own choice, as a result of which the Parties hereto acknowledge and agree that (a) any rule of law that provides that ambiguities are to be construed against the drafting Party shall not be employed in the interpretation of this Agreement; (b) each Party signing this Agreement is entering into this Agreement knowingly, voluntarily, and of its own free will; and (c) except as expressly provided herein, no Party is relying on any representation of law or fact made by any other Party, including, without limitation, matters of foreign law.

IN WITNESS WHEREOF, the Parties duly executed this Agreement as of the date first written below.

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GEORGE J. SKELLY, ON BEHALF OF MINIM, INC.
 
JEREMY FRIEDMAN, ON BEHALF OF ERIC GRIFFITH AND FRIEDMAN OSTER & TEJTEL PLLC
     
By: /s/ George J. Skelly     
  By:   
/s/ Jeremy Friedman
     
Date: 
August 20, 2021  
Date: 
August 20, 2021

ALEXANDER H. PYLE, ON BEHALF OF
JEREMY HITCHCOCK
   
By:
/s/ Alexander H. Pyle
 
   
Date:
August 20, 2021


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