EXHIBIT 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is entered
into by and between Xxxxx Xxxxxxx ("Xxxxxxx") and Pennsylvania Avenue Funds
("Pennsylvania") collectively ("Lenders") and Infinity Capital Group, Inc.
("Infinity"), a Maryland corporation.
RECITALS
A. On June 1, 2009, Wallitt and Pennsylvania made a loan to
Infinity in the amount of $125,000 plus 10% interest thereon, secured
by a Pledge Agreement on 200,000 shares of Strategic Energy and
Resources, Inc., and 250,000 shares of Infinity.
B. On September 3, 2009, Wallitt and Pennsylvania foreclosed
on the Note and claimed 200,000 shares of Strategic Energy and
Resources, Inc., and 250,000 shares of Infinity under the Pledge
Agreement.
C. This Agreement compromises, settles, and otherwise resolves
all claims and potential claims between the Parties or their officers,
directors, shareholders, or Managers arising from or relating to said
Promissory Note or Pledge Agreement, except as to those rights
specifically set forth.
D. The Closing date shall occur on or before September 9,
2010.
AGREEMENT
1. CONSIDERATION:
A. Infinity shall pay Wallitt $100,000 and Infinity shall pay
Pennsylvania $25,000 hereunder;
B. Infinity shall pay Wallitt and Pennsylvania all accrued
interest up to the closing date of this Settlement Agreement;
C. Lenders shall convey to Infinity 140,000 shares of
Strategic Energy and Resources, Inc.;
D. Lenders shall convey to GHL Group 190,000 shares of
Infinity Capital Group, Inc.;
E. Infinity shall convey 5,000 shares of BlackStar Energy
Group, Inc. it owns to Lenders;
-1-
F. All documents, cash releases, and share certificates shall
be delivered into escrow; and held until the closing date
G. Infinity shall pay Lenders $6,250 as additional
consideration.
H. Lenders shall waive and release Infinity and GHL Group,
Ltd, of any residual liability under the Note;
2. DENIAL OF WRONGDOING OR LIABILITY. This Agreement is entered into
solely for purpose of effectuating a compromise, settlement, and release.
Accordingly, except as set forth herein, each Party acknowledges that the others
have admitted no fault, wrongdoing, liability, or obligation, except such
obligations as reflected in concurrently executed Promissory Note. In fact, each
party expressly denies such fault, wrongdoing, liability, or obligation.
3. INTENT TO SETTLE ALL CLAIMS. On the terms set forth herein, the
Parties desire to fully and finally compromise, settle, and otherwise terminate
all claims between them arising from or relating to the said Promissory Note and
Pledge Agreement.
4. RELEASE. The Parties hereby mutually release, discharge, and hold
harmless one another (as well as their respective officers, directors,
shareholders, managers, members, partners, owners, principals, affiliates,
divisions, subsidiaries, parents, contractors, attorneys, predecessors,
successors, assigns, insurers, associates, agents, representatives, employers,
and employees) from all actions, claims, damages, and liabilities (of any kind
or nature, without regard to amount, known or unknown, accrued or unaccrued)
arising from or relating to the said Note to Lenders and all Pledges to Lenders
by Infinity. However, the releases given herein shall not extend to or be for
the benefit of nonaffiliated third parties, none of whom shall have any rights
hereunder, including but not limited to rights as a third party beneficiary.
5. NO RELEASE FOR BREACH OF THIS AGREEMENT. Nothing contained herein
shall release any Party hereto from any claims arising from or relating to a
breach of this Agreement.
6. RELEASES VALID EVEN IF ADDITIONAL OR DIFFERENT FACTS. The Parties
acknowledge they may discover facts that are additional to or different from
those they now know or believe to be true and regarding the subject matter of
this Agreement. Nonetheless, except as otherwise provided herein, it is the
Parties' intent to fully and finally compromise and settle all claims that exist
between them arising from or relating to the loan by Lenders and any claims by
Infinity. To effectuate that intention, the releases given herein shall remain
full and complete releases, notwithstanding discovery of any additional or
different facts by any Party.
7. FURTHER ASSURANCES. The Parties agree to execute and deliver such
documents and to perform such other acts, promptly upon request, as any other
party hereto requests and that are, in requesting Party's reasonable judgment,
necessary or appropriate to effectuate the purposes of this Agreement.
-2-
8. CONSIDERATION. This Agreement is supported by good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
9. HEADINGS. The headings contained in this Agreement are for
convenience and reference purposes only and shall not in any way be construed as
effecting the meaning or interpretation of the text of this Agreement.
10. OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. The Parties acknowledge
they have had a full and fair opportunity to consult with legal counsel of their
own choosing throughout all negotiations which preceded the execution of this
Agreement and in connection with their executing of this Agreement.
11. MODIFIED ONLY IN WRITING. This Agreement may only be modified by
express written agreement of the Parties.
12. SEVERABILITY. Every provision of this Agreement is intended to be
severable. Accordingly, should any provision be declared illegal, invalid, or
otherwise unenforceable by a court of competent jurisdiction. Such illegality,
invalidity, or unenforceability shall not effect the remaining provisions, which
shall remain fully valid, binding, and enforceable.
13. NO DRAFTING PARTY. No Party shall be deemed the "drafting party" of
this Agreement. Consequently, this Agreement shall be construed as a whole,
according to its fair meaning and intent and not strictly for or against any
Party hereto.
14. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland.
15. BINDING AGREEMENT/SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the Parties, as well as their
respective successors, representatives, and assigns.
16. AUTHORITY/CAPACITY/ENTITIES. Each person signing this Agreement
represents and warrants that he or she has complete authority and legal capacity
to enter into this Agreement on behalf of the entity for which he or she is
signing and agrees to defend, indemnify, and hold harmless all other parties if
that authority or capacity is challenged.
17. KNOWING AND VOLUNTARY AGREEMENT. The parties represent they have
read this Agreement, understand it, voluntarily agree to its terms, and sign it
freely.
18. COUNTERPARTS/FAX SIGNATURES. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument. Facsimile or
electronically transmitted signatures shall be deemed effective as originals.
-3-
19. PARTIES TO BEAR THEIR OWN FEES AND COSTS. Except as otherwise set
forth in the Promissory Note document entered into concurrently herewith, the
Parties shall each be responsible for and pay all of their own fees and costs,
including but not limited to attorneys' fees.
(REST OF PAGE INTENTIONALLY BLANK)
-4-
IN WITNESS WHEREOF, the undersigned execute this Settlement Agreement
and Mutual Release, thereby agreeing to abide by the terms hereof.
Pennsylvania Avenue Funds
By: /s/ Xxxxxx Xxxxxxxx Dated this 12th day of August, 2010
----------------------------------
Printed name: Xxxxxx Xxxxxxxx
Its: President
/s/ Xxxxx Xxxxxxx Dated this 12th day of August, 2010
----------------------------------
Xxxxx Xxxxxxx
Infinity Capital Group, Inc.
By:/s/ Xxxxxxx X. Xxxxxxx Dated this 12th day of August, 2010
----------------------------------
Its: President
-5-
