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.
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