SETTLEMENT AGREEMENT
Xxxxxx
Xxxxx [“Plaintiff”], on the one hand, and Ash Xxxxxxxxxxx [“Ash”], Loyola
Financial Services, Inc., Inform Worldwide Holdings, Inc. [“Inform”], and Xxxx
Oil and Gas Investments, LLC [collectively, the “Settling Defendants”] enter
into this mutual settlement and release agreement [the “Agreement”] dated
December 20, 2006, for reference purposes only [the “Reference Date”], with
respect to the following facts:
Recitals
A. On
or
about August 25, 2005, plaintiff loaned the principal cash sum of $250,000
to
Inform [the “Loan”];
B. On
or
about August 25, 2005, in consideration of the Loan, Inform executed and
delivered to Plaintiff the following agreements/instruments in favor of the
Plaintiff:
i. A
warrant
to purchase common stock of Inform [the “Warrant”];
ii A
registration rights pursuant to which Inform agreed, but failed to file, on
or
before February 21, 2006, a registration statement with the Securities and
Exchange Commission in order to register the resale of the common stock subject
to the Warrant [the “Registration Rights Agreement”];
iii A
consulting agreement pursuant to which Inform retained the Plaintiff as its
consultant [the “Consulting Agreement”] and agreed, but failed to pay, a
consulting fee of $40,000.00 due November 23, 2005;
iv A
secured
promissory note pursuant to which Inform agreed, but failed to pay, the
principal amount of $250,000.00, with interest, at the annual rate of 20%,
all
due and payable on November 23, 2005 [the “Note”];
C. On
or
about August 25, 2005, in further consideration of the Loan, Ash executed and
delivered to Plaintiff the following agreements/instruments in favor of the
Plaintiff:
i. A
continuing unconditional guaranty [the “Guarantee”] pursuant to which Ash
personally guaranteed—but failed to cure, Inform’s failure to timely repay the
Loan in accordance with the terms of the Note;
ii A
pledge
agreement [the “Pledge Agreement”] pursuant to which Ash pledged, as security
for his performance of the Guarantee, 150,000,000 shares of Inform common stock,
represented by the following stock certificates [the “Certificates”] delivered
to the Plaintiff with executed stock powers:
(a) Certificate
#7122, bearing CUSIP #45666X 20 6, representing 100,000,000 shares registered
in
the name of Loyola Holdings, Inc.;
(b) Certificate
#7123, bearing CUSIP #45666X 20 6, representing 20,000,000 shares registered
in
the name of Xxxxxxx Venture Fund, LLC;
(c) Certificate
#7124, bearing CUSIP #45666X 20 6, representing 30,000,000 shares registered
in
the name of Xxxxxx Mascarennhas;
C. On
March
29, 2006, Plaintiff commenced and filed a lawsuit in the Los Angeles Superior
Court, associated with case number BC 349789 [the “Lawsuit”], against the
Settling Defendants arising out of the failure of Inform and Ash to perform
their respective obligations under the Warrant, Registration Rights Agreement,
Consulting Agreement, Note and Guarantee [collectively, the “Loan
Docs”].
D. On
September 01, 2006, Plaintiff filed a first amended complaint in the lawsuit
on
the basis of which the court issued a first amended summons, pursuant to which
Xxx Xxxxx and Xxxxxxx X Xxxxx [collectively, “Add-On Defendants”] were added as
named defendants. The Add-On Defendants are not parties to this Agreement;
no
payment to be made by the Settling Defendants hereunder is made on behalf of
the
Add-On Defendants; and no release to be granted by the Plaintiff hereunder
is
intended to release the Add-On Defendants.
E. Plaintiff
and the Settling Defendants mutually desire to settle their respective disputes
arising under the Loan Docs and/or embraced by the pleadings in the
Lawsuit.
Agreement
NOW,
THEREFORE, the parties agree:
1. Settlement
Sum. Defendants
jointly and severally agree to pay to Plaintiff the cash sum of three hundred
twenty-five thousand dollars [the “Settlement Sum”] by wiring the Settlement Sum
to the Plaintiff’s account no later than the close of business on December 22,
2006.
2. Restricted
Shares. Defendants
jointly and severally agree to deliver to Plaintiff, in certificated form,
registered to the name of Xxxxxx Xxxxx, 10,000 shares of duly issued, fully
paid
and non-assessable Inform common stock [collectively, the “Settlement Shares”],
subject only to the standard legends related to the Federal Securities Act
notice of non-registration, and the California Corporate Securities Act notice
of permit restrictions. Defendants further jointly and severally agree that
if,
at any time, or from time to time, IWWH shall determine to register or shall
be
required to register any of its common stock, the Company shall provide to
Xxxxxx Xxxxx written notice thereof at least fifteen days prior to the filing
of
the registration statement by IWWH in connection with such registration, and
include in such registration statement, and in any underwriting involved therein
(and on the same terms and conditions provided under such underwriting,
including any restrictions on sale thereunder), all of the Settlement
Shares.
3. Relinquishment
of Plaintiff’s Rights. In
consideration of, and upon Plaintiff’s timely receipt of, the Settlement Sum and
Settlement Shares: (a) Plaintiff agrees that he will be deemed to have
relinquished any and all rights arising out of the Loan Docs; (b) Plaintiff
agrees to relinquish, surrender and deliver the Loan Docs and Certificates
to
the Settling Defendants; (c) Plaintiff agrees to dismiss, with prejudice, the
Lawsuit, as against the Settling Defendants only, each party to bear his own
costs and attorney’s fees; and (d) Plaintiff shall be deemed to have granted the
general release provided for hereinbelow.
4. Accord
and Satisfaction. It
is
mutually understood and agreed that if any part of the Settlement Sum is not
timely paid; and or the Settlement Shares are not timely delivered, Plaintiff
will be discharged from his obligation to grant the release otherwise
contemplated by this Agreement; and all claims of Plaintiff against the Settling
Defendants arising out of the Loan, the Loan Docs and/or embraced by the Lawsuit
shall have been preserved without derogation by reason of this
Agreement.
5. Release
Effective Date. The
date
of Plaintiff’s timely receipt of the Settlement Sum and Settlement Shares shall
be the “Effective Date” of the general releases granted
hereinbelow.
6. Plaintiff’s
Grant of Release. On
the
Effective Date, Plaintiff does hereby release, acquit and forever discharge
each
of the Settling Defendants, and their respective officers, directors,
successors, shareholders, agents, assigns, employees, representatives, from
any
and all claims, demands, damages, actions, causes of action, or suits of any
kind or nature whatsoever, both known and unknown, arising out of, related
to or
in any way connected with the Loan, the Loan Docs and/or the Lawsuit, including
costs and attorney’s fees.
7. Defendants’
Grant of Release. On
the
Effective Date, the Defendants, and each of them, do hereby release, acquit
and
forever discharge the Plaintiff, and his successors, agents, assigns, employees,
and representatives, from any and all claims, demands, damages, actions, causes
of action, or suits of any kind or nature whatsoever, both known and unknown,
arising out of, related to, or in any way connected with the Loan, the Loan
Docs
and/or the Lawsuit, including costs and attorney’s fees.
8. No
Admissions. It
is
understood and agreed that the settlement evidenced by this Agreement is a
compromise of all claims herein referred to, whether past, present or future,
that such claims are doubtful and disputed, and that execution of this Agreement
is not to be construed as an admission of liability on the part of any party.
Rather, liability is expressly denied.
9. No
External Inducement. The
consideration expressly mentioned herein is the only consideration paid or
to be
paid by said parties hereby released. No representations as to damages or
liability have been made. The parties acknowledge that no other party, or agent,
or attorney of any other party, has made any promise, or representa-tion or
warranty to induce the releases granted under this Agreement, not herein
expressly set forth, and no such promises, representations or warranties are
relied upon as a consideration for the releases granted under this Agreement,
or
otherwise. 10. No
Adverse Construal. The
terms
of this Agreement arose from negotiations and discussions between the parties,
each of whom were represented by legal counsel. Accordingly, no claimed
ambiguity in this Agreement shall be construed against any party claimed to
have
drafted or proposed the language in question.
11. Attorney’s
Fees and Costs. In
the
event legal proceedings are initiated to enforce the terms of this Agreement,
the prevailing party shall be entitled to recover from the losing party or
parties its litigation expenses, costs and attorneys' fees at trial and on
appeal.
12. 1542
Waiver. This
Agreement is entered into and shall be governed by and interpreted in accordance
with the laws of the State of California. Each party understands and agrees
that
this Agreement shall act as a full and final release of all claims, known or
unknown, whether or not asserted, arising from the Loan, the Loan Docs and/or
Lawsuit referred to herein; and each party expressly waives all rights or
benefits available under Section 1542 of the Civil Code of the State of
California, which provides as follows: A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at
the
time of executing the release, which if known to him must have materially
affected his settlement with the debtor.
13. Execution
In Counter-Part. This
Release may be executed in two counterparts, each of which shall be deemed
an
original.
WITNESS
OUR SIGNATURES, this 20th
day of
December, 2006.
|
/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
Dated:
12-22-06
|
/s/
Ash Xxxxxxxxxxx
Ash
Xxxxxxxxxxx
Dated:
12-22-06
|
|
Inform
Worldwide Holdings, Inc.
By
/s/ Ash Xxxxxxxxxxx
Ash
Xxxxxxxxxxx
Dated:
__________________
|
Loyola
Financial Services, Inc.
By
/s/ Ash Xxxxxxxxxxx
Ash
Xxxxxxxxxxx
Dated:
12-22-06
|
|
Xxxx
Oil and Gas Investments, LLC
By
/s/ Ash Xxxxxxxxxxx
Ash
Xxxxxxxxxxx
Dated:
12-22-06
|
Approved
As To Form And Content:
/s/
Xxxx Xxxxxx
Xxxx
Xxxxxx, Esq.
Dated:
12-22-06
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx
Dated:
12-22-06
|
