SETTLEMENT AGREEMENT
EXHIBIT
10.1
This
Settlement Agreement (hereinafter referred to as the
“Agreement”) is made and entered into by and between
FRIENDABLE, INC. (“FRIENDABLE”), and XXXXXX X. XXXXXXX
(“XXXXXXX”, and, together with Friendable, the
“PARTIES”) and shall be effective as of April 7, 2017
(hereinafter referred to as the "Effective Date").
RECITALS
A.
J. P. Xxxxx
Enterprises, Inc., a Florida company controlled by Xxxxxxx
(“XX XXXXX”), and Friendable entered into a Consulting
Agreement, dated April 1, 2014 (the “Consulting
Agreement”).
B.
XX Xxxxx was due to
be paid $10,000 per month in the form of a convertible
debenture.
C.
The Consulting
Agreement had a term of seven months and XX Xxxxx believed
Friendable owed it compensation of $70,000.
D.
The Company
believed it had cancelled the Consulting Agreement in April
2014.
E.
As of March 29,
2016, the Company disputed it owed any money to XX
Xxxxx.
F.
On March 29, 2016,
Xxxxxxx commenced litigation against Friendable to collect $70,000
plus interest.
G.
Friendable and
Xxxxxxx entered into settlement talks regarding this litigation on
July 19, 2016.
H.
Friendable
acknowledges that, as of July 19, 2016, it owed $70,000 plus
interest to XX Xxxxx.
X.
Xxxxxxx
is a judgment creditor of Friendable holding a judgment in the
amount of $82,931.27 plus interest from the case styled
Xxxxxx X. Xxxxxxx v.
Friendable, Civil Action Xx. 00XX000000X, Xxxxx Xxxxx xx
Xxxxxx Xxxxxx, Xxxxxxx (“Civil Judgment”).
J.
In an
effort to collect on the Civil Judgment Xxxxxxx undertook several
garnishments and other collection activities.
K.
In exchange for the
amount stated below and based upon the conditions below, XXXXXXX
shall dismiss any and all garnishments, cease all collection
activities and file the appropriate document to note that the Civil
Judgment was satisfied.
WHEREFORE, FRIENDABLE AND XXXXXXX HEREBY AGREE AS
FOLLOWS:
1. Satisfaction
of Judgment Amount. Friendable shall satisfy the Civil
Judgment by issuance of the following documents within three (3)
days of execution of this Agreement:
1
a) A
fully executed, valid and binding 8% Convertible Note in favor of
X.X. Xxxxx Enterprises, Inc. in the amount of $82,931.27, dated
March 30, 2017, in substantially the same form and providing the
same substance as Exhibit A attached hereto (the
“Note”);
b) A
fully executed, valid and binding Unanimous Written Consent of the
Board of Directors of Friendable in substantially the same form and
providing the same substance as Exhibit B attached
hereto;
c) A
fully executed, valid and binding Irrevocable Letter of
Authorization to Friendable’s transfer agent in substantially
the same form and providing the same substance as Exhibit C
attached hereto;
d) A
fully executed, valid and binding Guaranty by all subsidiaries and
affiliates in substantially the same form and providing the same
substance as Exhibit D attached hereto; and
e) The
filing of an 8-K with the Securities and Exchange Commission
detailing the issuance of the note in similar form to other 8-K
filings by Friendable.
2. Consent
Motion to Withdraw Judgment, Dismissal of Garnishment, and
Cessation of All Collection Activities. Within three (3)
days of execution of this Agreement:
a) Xxxxxxx
shall file a Consent Motion to Withdraw Judgment or similar motion
the case styled Xxxxxx X. Xxxxxxx v. Friendable, Civil Action No.
16EV001265H, State Court of Xxxxxx County, Georgia, in
substantially the same form and providing the same substance as
Exhibit E attached hereto.
b) Xxxxxxx
shall dismiss any and all garnishments and cease all collection
activities;
c) In
the event, Xxxxxxx collects, following execution of this Agreement,
any amount of money from Friendable’s bank accounts as a
result of a garnishment, Xxxxxxx will wire all such money back to
Friendable within two (2) business days.
3. Deliverables
and Timing. The Parties agree and acknowledge that actual
receipt of the deliverables is material and indispensable to this
Agreement such that any failure to deliver as described herein
shall render this Agreement null and void. Time is of the
essence.
4. Settlement
of Claims. FOR AND IN CONSIDERATION of this Agreement and
issuance of the aforementioned documents, and upon condition of
complete performance to XXXXXXX of the described consideration, the
Parties, for themselves and their heirs, executors, wards,
administrators, officers, directors, shareholders, agents,
successors-in-interest, attorneys and assigns, do hereby RELEASE,
ACQUIT, and forever DISCHARGE and each other and their respective
agents, employees, heirs, executors, administrators,
successors-in-interest, officers, directors, shareholders,
attorneys, insurers, and assigns of and from any and all past,
present and future rights, actions, causes of action, claims,
demands, damages, costs, losses, expenses, and compensation,
including but not limited to, those for medical care, wrongful
death or bad faith or on account of, or in any way arising out of,
any and all known and unknown injuries and damages of any nature
resulting or to result from or by reason of any act and/or omission
on the part of Friendable occurring at any time prior
hereto.
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5. No
Representations or Warranties.. In making this Agreement and
the release contained herein, it is understood and agreed that the
Parties rely wholly upon their own judgement, belief and knowledge
of the nature, extent, and duration of alleged claims and
contentions and that the Parties have not been influenced to any
extent in making this Agreement by any representations or
statements of the other regarding any matter
whatsoever.
6. Governing
Law and Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of Georgia.
Exclusive jurisdiction for any and all disputes arising from or
concerning this Agreement shall be in the DeKalb County State or
Superior Court of Georgia.
7. EXECUTION
AND VAILIDITY OF DOCUMENTS. Each Party represents and
warrants that they shall do all acts and execute and deliver all
documents necessary, convenient or desirable to effect all
provisions of this Agreement. Copies and scans of documents shall
be considered authentic in the absence of originals. Documents may
be executed in counterpart and only the signature of the party
against whom enforcement is sought shall be necessary.
8. FEES
AND COSTS. Each Party agrees to bear their own costs in
connection with the preparation and execution of this Agreement. In
the event that Xxxxxxx is forced to hire counsel to collect or
enforce this Agreement, he shall be entitled to all of his
attorneys’ fees and expenses to the maximum amount allowed by
law, but in no event less than 15% of the then due and owing
principal and interest.
IN
WITNESS WHEREOF, the Parties have entered into this Agreement as of
the date(s) set forth below:
Dated:
April 7, 2017
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Xxxxxx
X. Xxxxxxx
_/s/ Xxxxxx X.
Canouse________________________________
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By:
_/s/ Xxxxxx
Rositano____________________________
Xxxxxx
Xxxxxxxx, Chief Executive Officer
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EXHIBIT A
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EXHIBIT B
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EXHIBIT C
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EXHIBIT D
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EXHIBIT E
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