INFINITY SETTLEMENT AGREEMENT
EXHIBIT 10.1
INFINITY
SETTLEMENT AGREEMENT
This
Agreement (the “Agreement”) made as of the 17th day of
January,
2008, by and between Infinity Capital Group, Inc., a Maryland corporation
(“Infinity”) and ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (jointly and severally referred to as
“Wien”), Infinity and Wien sometimes referred to as the “Parties”.
RECITALS
WHEREAS,
the Parties have previously entered into other agreements and understandings
(the “Previous Agreements”), to wit:
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A
Seven (7%) Percent Secured Convertible Promissory Note, dated November
10,
2004 (the “Infinity Note”);
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An
Escrow Agreement, dated November 10, 2004 (the “Escrow
Agreement”);
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A
Security Agreement, dated November 10, 2004 (the “Security
Agreement”);
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Two
amendments to the Infinity Note, dated March 30, 2005 and September
30,
2005, respectively (the Note Amendments”);
and
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A
Debt Restructuring Agreement, dated September, 2005 (the “Debt
Restructuring Agreement”).
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WHEREAS,
the Parties wish to enter into this Agreement to settle and to discharge the
obligations under the Previous Agreements.
NOW,
THEREFORE, in consideration of the foregoing recitals and mutual covenants
and
representations set forth below, the Parties agree, intending to be legally
bound, as follows:
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1.
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Payments
to ▇▇▇▇. In substitution and replacement for the
obligations of Infinity in the Infinity Note and Note Amendments,
Infinity
hereby agrees to pay the sum of $125,000 to Wien. Of this
amount, $50,000 is being paid contemporaneously with the signing
hereof,
the receipt of which is hereby acknowledged, and Infinity will pay
to Wien
$50,000 on February 15, 2008 and $25,000 on March 15, 2008 (these
two
deferred payments referred to as the “Subsequent Payments”); provided,
however, that if any Subsequent Payment is not timely made, the Subsequent
Payments shall accrue interest on the unpaid principal balance thereof
at
the rate of 7% per annum and “Subsequent Payments” shall include any such
interest.
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2.
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Issuance
of Stock to ▇▇▇▇.
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(a)
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Subject
to the terms of this Agreement, Infinity agrees to issue to ▇▇▇▇
100,000
shares of its common stock (the “Common Stock”) contemporaneously with the
signing hereof.
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(b)
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Not
by way of limitation, the issuance of the Common Stock is made in
reliance
on the representations and warranties of Wien set forth at paragraphs
6
(b) (iv), (v), (vi) and (vii), hereafter, and also subject to the
compliance with the provisions at paragraph 7
hereof.
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(c)
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Additionally,
immediately after SOS (as defined below) completes its first acquisition,
merger or similar transaction, Infinity shall assign and transfer
a number
of shares to Wien so that Wien will hold 12.5% of the number of shares
of
common stock of SOS held by Infinity (including its officers, directors
and employees), immediately after SOS completes such acquisition,
merger
or similar transaction.
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3.
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Cancellation
of Notes and Other Agreements. Wien hereby
forgives the payment by Infinity of the Infinity Note, as amended
by the
Note Amendments, which is hereby deemed to be fully paid and the
obligations thereof satisfied, without reservation or
condition. All covenants and agreements within the Infinity
Note, the Note Amendments and the Debt Restructuring Agreement,
whatsoever, are hereby terminated and are without force or
effect.
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4.
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Security
and Release of Security.
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(a)
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As
security for the payment of the Subsequent Payments, Infinity agrees
to
pledge 2,500,000 shares (the “Pledged Shares”) of the common stock of
Satellite Organizing Solutions, Inc. (“SOS”), which common stock currently
is the subject of the Security Agreement and Escrow
Agreement. In order to evidence the pledge of the Pledged
Shares, Infinity agrees to execute, simultaneously herewith, the
New
Pledge Agreement (the “New Pledge Agreement”) attached hereto as Exhibit
“A”.
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(b)
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The
Obligations (as defined in the Security Agreement), having been deemed
satisfied by paragraph 3 hereof, the Security Agreement and the Security
Interest (as defined in the Security Agreement) in the 2,500,000
shares of
common stock of SOS (which constitutes the Collateral in the Security
Agreement and also will constitute the Pledged Shares under the New
Pledge
Agreement) are hereby terminated and shall have no further force
or
effect. ▇▇▇▇ shall deliver to Infinity all Uniform Commercial
Code termination statements and similar documents, all fully-executed
and
in a condition ready for appropriate filing, and take such further
actions, which Infinity shall then or thereafter reasonably request
to
evidence such termination of said Security Agreement and the Security
Interest existing upon the
Collateral.
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(c)
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The
Amendment to the Escrow Agreement (the “Amendment to the Escrow
Agreement”), attached hereto as Exhibit “B”, will be executed,
simultaneously herewith, by the Parties and also by the Escrow Agent
named
therein.
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5.
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Settlement
and Release. Subject to the terms of this Agreement, Wien,
for himself and for each of Wien’s Associated Parties (as defined below),
hereby generally, irrevocably, unconditionally and completely releases
and
forever discharges each of the Releasees (as defined below) from,
and
hereby irrevocably, unconditionally and completely waives and
relinquishes, each of the Released Claims (as defined
below).
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(a)
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Definitions. “Associated
Parties” shall mean and include: (i) Wien’s predecessors,
successors, executors, administrators, heirs and estate; (ii) Wien’s past,
present and future assigns, agents and representatives; (iii) each
entity
that Wien has the power to bind (by Wien’s acts or signature) or over
which Wien directly or indirectly exercises control; and (iv) each
entity of which Wien owns, directly or indirectly, at least 50% of
the
outstanding equity, beneficial, proprietary, ownership or voting
interests. “Releasees” shall mean and
include: (i) Infinity, (ii) each Affiliate (as
defined below) of Infinity, and (iii) the successors and past,
present and future assigns, directors, officers, employees, agents,
attorneys and representatives of the respective persons and entities
identified or otherwise referred to in clauses “(i)” and “(ii)” of this
sentence. “Affiliates” shall mean subsidiaries, parents, shareholders,
partners and joint venturers of Infinity and any entity or person
who
claims through any of them. “Claims” shall mean and include all
past, present and future disputes, claims, controversies, demands,
rights,
obligations, liabilities, actions and causes of action of every kind
and
nature, including (without limitation) any claim, right or cause
of action
based upon any breach of any express, implied, oral or written contract
or
agreement between Wien and Infinity such as, but not limited to,
the
Previous Agreements. “Released Claims” shall mean and include
each and every Claim that (i) Wien or any Associated Party of Wien
may
have had in the past, may now have or may have in the future against
any
of the Releasees, and (ii) has arisen or arises directly or indirectly
out
of, or relates directly or indirectly to, any circumstance, agreement,
activity, action, omission, event or matter occurring or existing
on or
prior to the date of this Agreement (excluding only Wien’s rights under
this Agreement).
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(b)
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Wien
also hereby waives the benefits of, and any rights Wien may have
under,
any statute or common law principle in any jurisdiction limiting
the
extent of any general release of Claims regarding those that are
unknown
or unsuspected at the time of execution of such
release.
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6.
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Representations
and Warranties.
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(a)
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Infinity
hereby represents and warrants to Wien as
follows:
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(i)
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Infinity
has all requisite corporate power to execute and deliver this Agreement,
the New Pledge Agreement and the Amendment to the Escrow Agreement
(collectively sometimes referred to as the “New Agreements”), and further,
to carry out and perform its obligations under the terms of the New
Agreements.
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(ii)
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All
corporate action on the part of Infinity, its directors and its
stockholders necessary for the authorization, execution, delivery
and
performance of the New Agreements by Infinity and the performance
of their
obligations thereunder, including the issuance and delivery of the
Common
Stock, has been taken or will be taken prior to the issuance of such
securities. All of the New Agreements, when executed and
delivered by Infinity, shall constitute valid and binding obligations
of
Infinity enforceable in accordance with their terms, subject to laws
of
general application relating to bankruptcy, insolvency, the relief
of
debtors and, with respect to rights to indemnity, subject to federal
and
state securities laws. The Common Stock, when issued in
compliance with the provisions of this Agreement will be validly
issued,
fully paid and non-assessable and free of any liens or
encumbrances.
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(iii)
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All
consents, approvals, orders, or authorizations of, or registrations,
qualifications, designations, declarations, or filings with, any
governmental authority, required on the part of Infinity in connection
with the valid execution and delivery of the New Agreements, the
offer,
sale or issuance of the Common Stock or the consummation of any other
transaction contemplated hereby shall have been obtained and will
be
effective as of the date hereof, except for notices required or permitted
to be filed with certain state and federal securities commissions,
which
notices will be filed on a timely
basis.
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(iv)
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Assuming
the accuracy of the representations and warranties of Wien contained
herein, the offer, issue, and sale of the Common Stock are and will
be
exempt from the registration and prospectus delivery requirements
of the
Securities Act of 1933, as amended (the “1933 Act”), and have been
registered or qualified (or are exempt from registration and
qualification) under the registration, permit, or qualification
requirements of all applicable state securities
laws.
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(b)
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Wien
represents and warrants to Infinity
that:
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(i)
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It
has all necessary power and authority under all applicable provisions
of
law to execute and deliver this Agreement, the New Pledge Agreement
and
the Amendment to the Escrow Agreement and to carry out their
provisions. All action on Wien’s part required for the lawful
execution and delivery of such agreements have been or will be effectively
taken prior hereto. Upon its execution and delivery, this
Agreement, the New Pledge Agreement and the Amendment to the Escrow
Agreement will be valid and binding obligations of Wien, enforceable
in
accordance with their terms, except (x) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
of
general application affecting enforcement of creditors’ rights, and
(y) as limited by general principles of equity that restrict the
availability of equitable remedies.
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(ii)
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It
has the requisite power and authority to release, as provided herein,
the
security interest on the SOS shares of stock which was previously
established by the Security
Agreement.
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(iii)
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It
and the Escrow Agent have not assigned or transferred, or purported
to
assign or transfer, to any third person or entity any claim, right
or
cause of action relative to the Previous Agreements or otherwise
released
or contemplated to be released hereunder and also agrees to indemnify
and
hold Infinity harmless against any liability, loss, damage, cost
or
expense (including reasonable attorneys’ fees) arising out of any breach
of this provision.
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(iv)
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It
is acquiring the Common Stock solely for its own account and beneficial
interest for investment and not for sale or with a view to distribution
of
the Common Stock or any part thereof, has no present intention of
selling
(in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the same, and does not
presently have reason to anticipate a change in such
intention.
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(v)
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Without
lessening or obviating the representations and warranties of Infinity,
Wien hereby: (x) acknowledges that it has received all the information
it
has requested from Infinity and its Affiliates and considers necessary
or
appropriate for deciding whether to enter this Agreement, the New
Pledge
Agreement and the Amendment to the Escrow Agreement and to acquire
the
Common Stock; (y) represents that it has had an opportunity to ask
questions and receive answers from Infinity and its Affiliates regarding
the terms and conditions of the offering of the Common Stock and
to obtain
any additional information necessary to verify the accuracy of the
information
given to Wien; and (z) further represents that it has such knowledge
and
experience in financial and business matters that it is capable of
evaluating the merits and risk of this
investment.
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(vi)
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Wien
acknowledges that investment in the Common Stock involves a high
degree of
risk, and represents that it is able, without materially impairing
its
financial condition, to hold the Common Stock for an indefinite period
of
time and to suffer a complete loss of its
investment.
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(vii)
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Wien
resides in the state or province identified in the address of Wien
set
forth on the signature page hereto.
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(c)
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The
Parties agree that all representations and warranties made by them
within
this Agreement shall survive the execution and performance of this
Agreement.
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7.
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Other
provisions concerning the Common
Stock.
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(a)
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Without
in any way limiting the representations and warranties of Wien regarding
the Common Stock, as set forth above, Wien further agrees not to
make any
disposition (directly or indirectly) of all or any portion of the
Common
Stock unless and until:
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(i)
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There
is then in effect a Registration Statement under the 1933 Act covering
such proposed disposition and such disposition is made in accordance
with
such Registration Statement; or
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(ii)
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(A)
the transferee has agreed in writing to be bound by the terms of
this
Agreement, (B) Wien shall have notified Infinity of the proposed
disposition, (C) Wien shall have furnished Infinity with a detailed
statement of the circumstances surrounding the proposed disposition,
and
(D) Wien shall have furnished Infinity with an opinion of counsel,
reasonably satisfactory to Infinity, that such disposition will not
require registration under the 1933 Act or any applicable state securities
laws, provided that no such opinion shall be required for dispositions
in
compliance with Rule 144, except in extraordinary
circumstances.
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(iii)
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Notwithstanding
the provisions of paragraphs (i) and (ii) above, no such registration
statement or opinion of counsel shall be necessary for a transfer
by Wien
by gift, will or intestate succession to any spouse or lineal descendants
or ancestors, if all transferees agree in writing to be subject to
the
terms hereof to the same extent as if they were ▇▇▇▇▇
hereunder.
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(b)
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Wien
understands and agrees that all certificates evidencing the Common
Stock
to be issued to Wien may bear the following
legend:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE “ACT”). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT
OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS
NOT REQUIRED.
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(c)
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Wien
understands that the Common Stock has not been registered under the
1933
Act on the basis that no distribution or public offering of the stock
of
Infinity is to be effected. Wien realizes that the basis for
the exemption may not be present if, notwithstanding its representations,
Wien has a present intention of acquiring the Common Stock for a
fixed or
determinable period in the future, selling (in connection with a
distribution or otherwise), granting any participation in, or otherwise
distributing the Common Stock. Wien has no such present
intention.
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(d)
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Wien
recognizes that the shares of Common Stock must be held indefinitely
unless they are subsequently registered under the 1933 Act or an
exemption
from such registration is available. Wien recognizes that
Infinity has no obligation to register the Common Stock, or to comply
with
any exemption from such
registration.
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(e)
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Wien
is aware that Common Stock may not be sold pursuant to Rule 144 adopted
under the 1933 Act (“Rule 144”) unless certain conditions are met,
including, among other things, the existence of a public market for
the
Common Stock, the availability of certain current public information
about
Infinity, the resale following the required holding period under
Rule 144
and the number of shares being sold during any three month period
not
exceeding specified limitations. Wien is aware that the conditions
for
resale set forth in Rule 144 have not been satisfied and that Infinity
presently has no plans to satisfy these conditions in the foreseeable
future.
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(f)
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Wien
represents and warrants that it is an “accredited investor” as such term
is defined in Rule 501 under the Securities
Act.
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(g)
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Wien
hereby agrees it shall not (directly or indirectly) sell, transfer,
make
any short sale of, grant any option for the purchase of, or enter
into any
hedging or similar transaction with the same economic effect as a
sale,
any common stock (or other securities) of the Company held by Wien
(other
than those included in a registration) for a period specified by
the
representative of the underwriters of common stock (or other securities)
of the Company not to exceed
one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the 1933
Act.
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8.
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Miscellaneous
provisions.
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(a)
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Entire
Agreement; Drafting.
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(i)
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This
Agreement, together with the New Pledge Agreement and the Amendment
to the
Escrow Agreement, constitutes the entire and only agreements between
the
Parties with regard to the subject hereof and supersedes all proposals,
negotiations, and representations made or had prior to their execution
except to the extent that the same are specifically incorporated
herein.
Each Party has made such investigation of the facts pertaining
to this
Agreement and the New Agreements, and of all other matters pertaining
thereto, as it deems necessary.
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(ii)
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The
Parties cooperated in the drafting of the New Agreements and such
agreements represent fully negotiated agreements with respect to
which all
Parties have had the benefit of the advice of legal
counsel.
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(b)
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Amendments
and Waivers. No modification or amendment of this Agreement
or any of its provisions, or a waiver thereof, shall be binding upon
the
Party against whom enforcement of such modification or amendment
is sought
unless made in writing and signed by it in a similar manner as this
Agreement. No waiver of any breach of any provision of this
Agreement shall be held to be a waiver of any other or subsequent
breach,
and the failure of a Party to enforce at any time any provision hereof
shall not be deemed a waiver of any right of such Party to subsequently
enforce such provision or any other provision
hereof.
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(c)
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Binding
Clause. This Agreement, and all covenants, releases and
agreements of the Parties contained herein shall be binding upon
and inure
to the benefit of the respective successors and
assigns. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the Parties and their
authorized assignees or their successors by operation of law, any
rights
or remedies under or by reason of this
Agreement.
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(d)
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Notices. Any
notice, communication, request, reply or advice (hereinafter severally
and
collectively called “Notice”) required or permitted to be given by any of
the Parties to another by this Agreement must be in writing and delivered
to the address set forth on the signature page hereof (or to such
new
address as provided by Notice thereof), and with copies to the counsel
at
the addresses shown on the signature page (or to such other counsel
as the
parties may designate by Notice to the other Parties). All such
Notices will be deemed effectively given the earlier of (i) when
delivered personally, (ii) two business days after being delivered by
facsimile or e-mail (with receipt of appropriate confirmation),
(iii) two business days after being deposited with an overnight
courier service of recognized standing or (iv) five days after being
deposited in the U.S. mail, first class, certified, with postage
prepaid.
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(e)
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(f)
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Counterparts. This
Agreement may be executed in counterparts, each of which shall be
deemed
an original, but all of which shall constitute one and the same
instrument.
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(g)
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Further
Assurances. Each Party to this Agreement agrees to perform
any further acts and execute and deliver any further documents that
may be
reasonably necessary to carry out the provisions and intent of this
Agreement.
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(h)
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Exhibits. All
Exhibits referred to in this Agreement and attached are incorporated
herein the same as if set forth at length in this Agreement, and
all terms
having initially capitalized letters in the Agreement and in the
Exhibits
shall, unless specifically provided otherwise, have the same meaning
and
interpretation throughout.
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(i)
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Expenses. Each
Party to this Agreement shall pay its own costs and expenses incurred
in
connection with the negotiation, execution, delivery and performance
of
this Agreement.
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(j)
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Partial
Invalidity. If any part of this Agreement shall, for any
reason, be found or held invalid or unenforceable by any court or
governmental agency of competent jurisdiction, then so long as the
economic or legal substance of the transactions contemplated hereby
is not
affected in any significant manner adverse to any Party, such invalidity
or unenforceability shall not affect the remainder of this Agreement
which
shall survive and be construed as if such invalid or unenforceable
part or
portions had not been contained
herein.
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IN
WITNESS WHEREOF, the undersigned authorized representatives of the parties
to
this Agreement have affixed their signatures on the dates set forth
below.
| INFINITY CAPITAL GROUP, INC. |
| By ____________________________ |
| Address: |
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▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
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▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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| Counsel and address: |
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Benchmark
Law Group PC
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▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attention:
▇▇▇▇ ▇▇▇▇▇, Esq.
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| ▇▇▇▇▇ ▇▇▇▇ |
| _____________________________ |
| Address: |
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▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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| ▇▇▇▇▇ ▇▇▇▇ |
| ____________________________ |
| Address: |
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▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇
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▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇
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| Counsel for Wien: |
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▇▇▇▇▇▇▇
▇▇▇▇▇▇
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Attorney
at Law
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▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇
▇▇▇▇▇
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▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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10
EXHIBIT
A
NEW
PLEDGE AGREEMENT
PLEDGE
AGREEMENT
This
PLEDGE AGREEMENT is made as of the
17th day
of
January, 2008, by Infinity Capital Group, Inc., a Maryland corporation
(“Pledgor”), for the benefit of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (jointly and
severally, “Pledgee” and, together with Pledgor, the “Parties”).
BACKGROUND
The
Parties have executed a Settlement Agreement of even date herewith (the
“Settlement Agreement”).
As
more
fully set forth herein, Pledgor has pledged to Pledgee 2,500,000 shares
of the
common stock (the “Shares”) of Satellite Organizing Solutions, Inc., a Nevada
corporation.
This
Agreement is made for the benefit of Pledgee to secure the payment of the
Subsequent Payments (as defined in the Settlement Agreement) (the
“Liability”).
AGREEMENT
NOW,
THEREFORE, in consideration of Pledgee settling certain prior transactions
in
the Settlement Agreement, Pledgor hereby covenants and agrees with Pledgee
as
follows:
1.
Pledge of Shares
(a)To
secure
payment of the Liability, Pledgor hereby pledges, assigns, transfers and
delivers to Pledgee a first lien on, and perfected security interest in,
the
following (all of which shall be referred to herein as the “Collateral”): (i)
the Shares and all certificates representing the Shares; (ii) all proceeds
of
the sale of the Shares, or any part of the Shares; and (iii) all items
identified as part of the Collateral in paragraph 3 hereof.
(b) Pledgor
hereby delivers to Pledgee the certificates representing the Shares accompanied
by stock powers duly executed in blank by Pledgor, in form suitable for
transfer; provided, however, that unless and until part or all of the Collateral
is transferred to Pledgee in accordance with paragraph 4 hereof, all of
the
Collateral shall be, and remain, the property of Pledgor (subject to the
security interests granted herein).
2.
Voting While No Default
Unless
and
until a Default (as hereinafter defined) shall have occurred and be continuing,
Pledgor shall be entitled to vote any and all Shares and to give consents,
waivers or ratifications in respect thereof.
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3.
Dividends and Other Distributions
Unless
and
until a Default shall have occurred and be continuing, all distributions
with
respect to the Shares (including, without limitation, all cash dividends
payable
in respect of the Shares) shall be paid to Pledgor; provided that all cash
dividends payable in respect of the Shares which represent a liquidating,
or
other, distribution in return of capital shall be paid to Pledgee and shall
be
retained by Pledgee as part of the Collateral. Pledgee shall also be
entitled to retain as part of the Collateral:
(a)
All other
or additional stock or other securities or property (other than cash) paid
or
distributed by way of dividend in respect of the Shares;
(b)
All other
or additional stock or other securities or property (including cash) paid
or
distributed in respect of the Shares by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement;
and
(c)
All other
or additional stock or other securities or property (including cash) which
may
be paid in respect of the Shares by reason of any consolidation, merger,
exchange of stock, conveyance of assets, liquidation or similar corporate
reorganization.
4. Remedies
in Case of Default
In
the event
that a Default shall have occurred and be continuing, Pledgor shall transfer
all
or any part of the Collateral into Pledgee’s name or the name of Pledgee’s
nominee or nominees; provided that:
(a)
All
Collateral transferred to Pledgee upon a Default, together with all other
moneys
received by Pledgee hereunder, shall be applied to the satisfaction of
the
Subsequent Payments due at the time of such Default, based upon the value
of the
Collateral as of the date or dates of application. The value of the Collateral
as of the date or dates of application shall be the value agreed upon by
Pledgor
and Pledgee, from time to time, or if they are unable to agree upon a value
at
anytime, shall be the value determined by an appraiser mutually agreed
to by
Pledgor and Pledgee.
(b)
The value
of the total amount of the Collateral which may be transferred to Pledgee
pursuant to this paragraph shall not exceed the aggregate amount of the
Subsequent Payments determined as of the date of transfer and in the manner
set
forth in subparagraph (a) hereof.
2
5. Remedies
Cumulative
The
exercise
or beginning of the exercise by Pledgee of any one or more of the rights,
powers
or remedies provided for in this Pledge Agreement shall not preclude the
simultaneous or later exercise by Pledgee of all such other rights, powers
or
remedies, and no failure or delay on the part of Pledgee to exercise any
such
right, power or remedy shall operate as a waiver thereof.
6. Further
Assurances
Pledgor
agrees that Pledgor will join with Pledgee in executing, filing and re-filing
such financing statements, continuation statements and other documents
in such
offices as Pledgee may deem necessary or appropriate to perfect and preserve
Pledgee’s security interest in the Collateral and agrees to do such further acts
and things and to promptly execute and deliver to Pledgee such additional
conveyances, assignments, agreements and instruments as Pledgee may reasonably
require or deem advisable to carry into effect the purposes of this Pledge
Agreement or to further assure and confirm unto Pledgee its rights, powers
and
remedies hereunder.
7.
Transfer By Pledgor
Until
the
termination of this Pledge Agreement, Pledgor will not sell or otherwise
dispose
of, grant any option with respect to, or pledge or otherwise encumber any
of the
Collateral or any interest therein (except pursuant to this Pledge Agreement
or
as otherwise expressly permitted by this Pledge Agreement).
8.
Termination; Release
(a) The
Pledge Agreement shall terminate at such time as all Subsequent Payments
have
been satisfied in full.
(b) Upon
termination of this Pledge Agreement, Pledgee will promptly execute and
deliver
to Pledgor a proper instrument or instruments acknowledging the satisfaction
and
termination of this Agreement, and will duly assign, transfer and deliver
to
Pledgor such of the Collateral as may be in the possession of Pledgee and
which
has not theretofore been applied pursuant to this Agreement.
9.
Definition of Default
A
Default
shall be deemed to have occurred upon the occurrence of either of the following:
(a) the failure of Pledgor to make any payment due with respect to the
Liability
within ten (10) days after delivery to Pledgor of written notice of failure
to
make timely payment; or (b) the failure of Pledgor to comply with any of
the
provisions of this Pledge Agreement and such failure is not cured within
ten
(10) days after delivery to Pledgor of written notice of such
failure.
3
10.
Miscellaneous Provisions
(a) This
Pledge Agreement shall create a continuing security interest in the Collateral
and shall be binding upon the heirs, personal representatives and assigns
of
Pledgor and shall inure to the benefit of, and be enforceable by, Pledgee
and
Pledgee’s heirs, personal representatives and assigns.
(b) The
provisions of this Pledge Agreement shall be governed by the laws of the
State
of New York.
(c) This
Pledge Agreement may be executed in counterparts, each of which shall be
deemed
an original, but all of which shall constitute one and the same
instrument.
(d) In
the event that any provision of this Pledge Agreement shall prove to be
invalid
or unenforceable, such provision shall be deemed to be severable from the
other
provisions of this Pledge Agreement, which shall remain binding on all
parties
hereto.
(e)
Any
notice, communication, request, reply or advice (hereinafter severally
and
collectively called “Notice”) required or permitted to be given by any of the
Parties to another by this Agreement must be in writing and delivered to
the
address set forth on the signature page hereof (or to such new address
as
provided by Notice thereof), and with copies to the counsel at the addresses
shown on the signature page (or to such other counsel as the parties may
designate by Notice to the other Parties). All such Notices will be
deemed effectively given the earlier of (i) when delivered personally,
(ii) two business days after being delivered by facsimile or e-mail (with
receipt of appropriate confirmation), (iii) two business days after being
deposited with an overnight courier service of recognized standing or
(iv) five days after being deposited in the U.S. mail, first class,
certified, with postage prepaid.
(f)
This
Agreement constitutes the entire and only agreement between the Parties
with
regard to the subject hereof and supersedes all proposals, negotiations,
and
representations made or had prior to their execution except to the extent
that
the same are specifically incorporated herein. Each Party has made such
investigation of the facts pertaining to this settlement and this Agreement,
and
of all other matters pertaining thereto, as it deems necessary.
(g) No
modification or amendment of this Agreement or any of its provisions, or
a
waiver thereof, shall be binding upon the Party against whom enforcement
of such
modification or amendment is sought unless made in writing and signed by
it in a
similar manner as this Agreement. No waiver of any breach of any
provision of this Agreement shall be held to be a waiver of any other or
subsequent breach, and the failure of a Party to enforce at any time any
provision hereof shall not be deemed a waiver of any right of such Party
to
subsequently enforce such provision or any other provision hereof.
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(h)
This
Agreement, and all covenants, releases and agreements of the Parties contained
here in shall be binding upon and inure to the benefit of the respective
successors and assigns. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the Parties
and their
authorized assignees or their successors by operation of law, any rights
or
remedies under or by reason of this Agreement.
(i) Each
Party to this Agreement shall pay its own costs and expenses incurred in
connection with the negotiation, execution, delivery and performance of
this
Agreement.
IN
WITNESS WHEREOF, this Pledge Agreement has been executed as of the date
first
above written.
| PLEDGOR: |
| INFINITY CAPITAL GROUP, INC. |
| By ____________________________ |
| Name:__________________________ |
| Title:___________________________ |
| Address: |
|
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
|
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
| Counsel and address: |
|
Benchmark
Law Group PC
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
|
|
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
Attention:
▇▇▇▇ ▇▇▇▇▇, Esq.
|
| PLEDGEE: |
| ▇▇▇▇▇ ▇▇▇▇ |
| _____________________________ |
| Address: |
|
▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇
|
|
▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇
|
| ▇▇▇▇▇ ▇▇▇▇ |
| ____________________________ |
| Address: |
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
|
|
▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
| Counsel for Wien: |
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
|
Attorney
at Law
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇
▇▇▇▇▇
|
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
EXHIBIT
B
AMENDMENT
TO THE ESCROW AGREEMENT
AMENDMENT
TO ESCROW AGREEMENT
This
Amendment (the “Amendment”), dated as of the 17th day of
January,
2008, to the Escrow Agreement (the “Escrow Agreement”) dated November 10, 2004,
by and among Infinity Capital Group, Inc., a Maryland corporation (“Infinity”),
▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (jointly and severally referred to as “Wien” and,
together with Infinity, the “Parties”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as escrow agent (the
“Escrow Agent”).
The
Parties have signed a Settlement Agreement (the “Settlement Agreement”) and a
Pledge Agreement, (the “Pledge Agreement”), both of even date
herewith. Under the Pledge Agreement, Infinity has pledged Two
Million Five Hundred Thousand (2,500,000) shares of Satellite Organizing
Solutions, Inc. ("SOS"), a Nevada corporation, common stock (the “Common
Stock”).
The
Escrow Agent currently holds the Common Stock pursuant to the terms of the
Escrow Agreement.
The
Parties have requested that Escrow Agent act as Escrow Agent as provided herein,
intending that the Escrow Agent shall hold the Common Stock in furtherance
of
the Pledge Agreement.
It
is
agreed that the language contained in the Escrow Agreement is hereby amended,
and superseded in its entirety, to read, instead, as follows:
1. Escrow
Property. Infinity shall deliver with the execution hereof
to Escrow Agent a certificate for 2,500,000 shares of Common Stock of SOS in
the
name of Infinity to be held by Escrow Agent in accordance with this Escrow
Agreement together with a stock power signed by Infinity. Infinity
shall have the sole and absolute right to vote such shares so long as there
is
no breach or default under, or an Event of Default exists under the Pledge
Agreement.
2. Delivery
of Stock.
2.1 Upon
an Event of Default. Ten (10) days after Escrow Agent
receives written notice from Wien of a Default (as defined in the Pledge
Agreement), Escrow Agent shall, and the Parties hereby irrevocably instruct
Escrow Agent to, release the escrowed certificate for 2,500,000 shares of Common
Stock of SOS to Wien. Escrow Agent shall cause SOS’s transfer agent
to register such shares in the name of Wien immediately prior to such transfer,
and Escrow Agent’s duties hereunder shall immediately terminate with no
liability to any of the Parties.
2.2 Termination. Upon
satisfaction of all Subsequent Payments (as defined in the Settlement
Agreement), this Escrow Agreement shall terminate, and Escrow Agent shall return
the Common Stock to Infinity. Escrow Agent’s duties hereunder shall
immediately terminate with no liability to any of the Parties.
1
3. Escrow
Agents as Special Counsel to Parties. The Parties
acknowledge that they are each aware that Escrow Agent is acting, and has acted,
as counsel to Wien in connection with this Agreement and the various other
agreements entered into in connection with the transactions between the Parties,
as well as the consummation of the transactions contemplated by such agreements
and other matters and that the Escrow Agent is a law firm and has been, and
may
in the future be, involved with representing Wien with respect to any of the
foregoing or any other matter. The Parties agree that the Escrow
Agent acting under this Agreement shall not affect the Escrow Agent's ability
to
act as counsel to Wien in any matter, including, but not limited to, any claim,
action or proceeding with respect to this Agreement, any of the transactions
contemplated by this Agreement or the disposition of, or entitlement to, the
Common Stock.
4. Escrow
Agent.
4.1 General. The
Escrow Agent shall act as escrow agent and hold the Common Stock pursuant to
the
terms and conditions of this Agreement. The Escrow Agent's duties
under this Agreement shall cease upon release of the Common Stock to either
Wien
or Infinity in accordance with the terms of this Agreement.
4.2 Limited
Duties. The Escrow Agent undertakes to perform only such
duties as are expressly set forth in this Agreement. The Escrow Agent
shall not incur any liability whatsoever to Wien, or Infinity or any other
person or entity, except for the Escrow Agent's own willful misconduct in its
capacity as escrow agent.
4.3 Reliance
on Notices. The Escrow Agent may rely and shall be protected
in acting or refraining from acting upon any written notice, instruction or
request furnished to it hereunder and believed by it to be genuine and to have
been signed or presented by the proper party or parties. The Escrow
Agent may conclusively presume that each of the undersigned representatives
of
the parties hereto has full power and authority to instruct the Escrow Agent
on
behalf of that party.
4.4 Limited
Responsibilities. The Escrow Agent's sole responsibility
upon receipt of any notice requiring any delivery of the Common Stock pursuant
to the terms of this Agreement is to deliver the Common Stock as provided in
this Agreement, and the Escrow Agent shall have no duty to determine the
validity, authenticity or enforceability of any specification or certification
made in such notice.
4.5 Action
in Good Faith. The Escrow Agent shall act in good faith at
all times, and the Escrow Agent may consult with counsel of its own
choice.
4.6 Disputes. In
the event of a dispute between the parties as to the proper disposition of
the
Common Stock, the Escrow Agent shall be entitled (but not required) (i) to
retain the Common Stock in its possession pending direction as to the
disposition thereof by a
2
final
order, from which no further appeal may be taken, of a court having proper
jurisdiction, or (ii) to deliver the Common Stock into the possession of any
court of proper jurisdiction as such is set forth in Section 7.1 of this
Agreement, and, upon giving notice to Wien and Infinity of such action, shall
thereupon be relieved of all further responsibility.
4.7 Indemnification. Each
of Wien and Infinity hereby jointly and severally agree to indemnify the Escrow
Agent for, and to hold it harmless against, any loss, claim, action, liability,
damage, cost or expense incurred without bad faith on the part of the Escrow
Agent arising out of or in connection with the Escrow Agent's entering into
and
or performing under this Agreement, including, but not limited to, the cost
and
expense of defending itself against any claim, action or liability.
5. Escrow
Agents Not Affected By Other Agreements. This Agreement
expressly sets forth all the duties of the Escrow Agent with respect to any
and
all matters pertinent hereto. No implied duties or obligations shall
be read into this Agreement against the Escrow Agent. The Escrow Agent, in
its
capacity as such, shall not be bound by the provisions of any agreement among
the parties to this Agreement other than this Agreement.
6. Notices. Any
notices required to be delivered to the Escrow Agent shall be deemed received
by
the Escrow Agent when the Escrow Agent physically has possession of such
notice.
7. Miscellaneous.
7.1 Jurisdiction. Any
proceeding, action, litigation or claim (a “Proceeding”) arising out of or
relating to this Agreement or any of the transactions contemplated herein may
be
brought in the courts of the State of New York, County of New York, city of
New
York, or, if it has or can acquire jurisdiction, in the United States District
Court for the Southern District of New York, and each of the parties irrevocably
submits to the exclusive jurisdiction of each such court in any such Proceeding,
waives any objection it may now or hereafter have to venue or to convenience
of
forum, agrees that all claims in respect of the Proceeding shall be heard and
determined only in any such court and agrees not to bring any Proceeding arising
out of or relating to this Agreement or any of the transactions
contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this paragraph with any court as
written evidence of the knowing, voluntary and bargained agreement between
the
parties irrevocably to waive any objections to venue or to convenience of
forum. Each party hereto hereby consents to process being
served in any such action or proceeding by the mailing of a copy thereof to
the
address set forth opposite its name below and agrees that such service upon
receipt shall constitute good and sufficient service of process or notice
thereof. Nothing in this paragraph shall affect or eliminate
any right to serve process in any other manner permitted by law.
WAIVER
OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF
THE CONTEMPLATED TRANSACTIONS, WHETHER NOW
3
EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY
AND
THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY
OF
THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
7.2 Captions. The
captions in this Agreement are for convenience of reference only and shall
not
be given any effect in the interpretation of this Agreement.
7.3 No
Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
7.4 Exclusive
Agreement; Amendment; Assignment. This Agreement supersedes
all prior agreements among the parties with respect to the escrow of the Common
Stock, is intended as a complete and exclusive statement of the terms of the
agreement among the Parties with respect thereto and cannot be changed or
terminated orally. No party may assign any rights or delegate any of
its duties under this Agreement, but this Agreement shall be binding upon and
inure to the benefit of the successors of the parties hereto.
7.5 Counterparts. This
Agreement may be executed in counterparts, each of which shall be considered
an
original, but all of which together shall constitute the same
instrument.
7.6 Governing
Law. This Agreement and all amendments hereof and waivers
and consents hereunder shall be governed by, and all disputes arising hereunder
shall be resolved in accordance with, the internal law of the State of New
York,
without regard to the conflicts of law principles thereof.
4
IN
WITNESS WHEREOF, the parties hereto have duly executed this Escrow Agreement
as
of the day and year first above written.
| INFINITY CAPITAL GROUP, INC. | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| a Maryland Corporation | Attorney at Law | |
| ▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ | 260 Madison Ave., 18th Floor | |
| New York, NY 10007 | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| By:_______________________________________ | ______________________________________ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | ||
| _________________________________________ | ||
| ▇▇▇▇▇ ▇▇▇▇ | ||
| _________________________________________ | ||
| ▇▇▇▇▇ ▇▇▇▇ | ||
| c/o
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attorney
at Law
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
5