PARTIAL SETTLEMENT AGREEMENT AND RELEASERelease Agreement |
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PARTIAL
SETTLEMENT AGREEMENT AND RELEASE
THIS
AGREEMENT is dated as of July 12, 2007 and is made by and between LAKEWOOD
GROUP, LLC (“LAKEWOOD GROUP”) and INNOFONE.COM, INCORPORATED
(“INNOFONE”).
WHEREAS
on January 17, 2007, LAKEWOOD GROUP entered into a Subscription Agreement with
INNOFONE in the amount of One Million Dollars ($1,000,000.00) (the
““Subscription Agreement””.)
WHEREAS,
on or about July 11, 2007, Lakewood Group filed an action against Innofone
entitled Lakewood
Group, LLC vs. Innofone.com, Incorporated,
Case
No: 2007 CA 00_____ NC, (the ““Action””) in the Circuit Court of the Twelfth
Judicial Circuit, Sarasota County, Florida (the ““Court””), whereby Lakewood
Group asserted claims against Innofone failed to pay Lakewood Group according
to
the terms set forth in the Promissory Note and Subscription Agreement,
to
wit: One Million Dollars ($1,000,000.00), plus interest.
WHEREAS,
Innofone in its Answer, denied any and all wrongdoing.
WHEREAS,
Innofone denies that it is liable for the amount sought in the Action, but
acknowledges that it does not have sufficient cash to satisfy the claims made
in
the Action, Innofone seeks to resolve this Action and agrees to make a partial
payment to Lakewood Group on the Promissory Note;
WHEREAS,
Innofone currently only has the means to satisfy payment of Lakewood Group’s
bona fide claims through the issuance of authorized shares to Lakewood Group,
pursuant to Section 3(a)(10) of the Securities Act of 1933 (hereinafter the
““Act””)WHEREAS,
Innofone and Lakewood Group desire to partially resolve, settle, and compromise
Lakewood Group’s bona fide claims that it has asserted against Innofone, which
arise out of or relate to the Promissory Note, in the amount of One Million
Dollars ($1,000,000.00) due and owing (hereinafter the ““Compromised
Amount””);
With
this
background incorporated herein, the parties hereby agree to the following
partial settlement:
TERMS
OF PARTIAL SETTLEMENT
1.
CLAIMS. Lakewood
Group agrees to partially resolve its bona fide claim with Innofone for the
agreed upon amount as follows:
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a).
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Lakewood
Group will reduce the obligation under the Note by the amount of
One
Hundred Thousand Dollars ($100,000.00) in exchange for one million
shares
of common stock of Innonofone. The One Hundred Thousand Dollars
($100,000.00) reduction shall first be applied to interest through
July
13, 2007 and attorneys fees, then to the Note’s principal.
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b.
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In
the event the proceeds from the sales of stock are more than One
Hundred
Thousand Dollars ($100,000.00), Lakewood Group agrees to reduce the
Note
in the exact amount of the proceeds.
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c.
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Lakewood
Group agrees that it will waive the calling of a default for forty-five
(45) days from the date of this Agreement, provided that settlement
shares
are timely delivered within five (5) days of the Order approving
this
Partial Settlement Agreement and, further, provided that no other
event of
default under the Note occurs but for the event of non-payment on
June 25,
2007.
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2.
SETTLEMENT
SHARES.
On or
before the close of business on the day following entry of the Order by the
Court, in accordance with paragraph 4 herein, Innofone shall issue and deliver
by Depository Trust Company (DWAC) Fast Automated Securities System Program
to
Lakewood Group shares of Innofone’s common stock, par value $0.0010 per share,
(““Common Stock””) sufficient to partially satisfy the Compromised Amount
through the issuance of freely trading securities issued pursuant to Section
3(a)(10) of the Act. If Innofone fails to deliver said shares in accordance
with
these terms, Plaintiffs shall be entitled to a judgment for the principal amount
of the Promissory Note, plus interest. The parties agree that the total amount
of Common Stock to be delivered by Innofone to partially satisfy the Compromised
Amounts shall be One Million (1,000,000) shares (the ““ Settlement Shares””).
The transfer agent shall act as escrow agent and shall upon the request of
Lakewood Group issue in the name of Lakewood Group the number of shares
requested so long as the number of shares requested does not make Lakewood
Group
the owner of more than 4.99% of the outstanding Innofone stock.
