Exhibit 10.2
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement andMutual ReleaseAgreement(the"Agreement") is enteredinto asofthis23 dayof October 2015betweenandamong Plaintiff Mammoth WestCorporationd/b/a Mammoth Corporation("Mammoth")and Defendants Moon RiverStudios, Inc.F/K/A Medient Studios,Inc.("MDNT"), Joel Shapiroa/k/aJakeShapiro("Shapiro"),andFONU2,Inc.("FONU2") ("collectively the "Defendants").Mammoth and eachof theDefendants may be referredtoasa "Party"andcollectively they may bereferredtoasthe "Parties".
WHEREAS,Mammothfileda lawsuit against Defendants entitled MammothCorporationv.Moon RiverStudios,et al.,No. 15L616in the CircuitCourt fortheNineteenthJudicialCircuit LakeCountyIllinois,whichsuitispending(the"Lawsuit");
WHEREAS,toavoidprotractedlitigation,expense and inconvenience and to settle, compromise and fully and finally resolvealloutstandingand potential matters betweenthem,Plaintiff andDefendantswish enterintothisAgreement;
NOW,THEREFORE,inconsiderationofthemutualpromises andcovenants setforth herein,the receiptandsufficiency of whichare herebyacknowledged, thePartiesagreeas follows:
| 1. | The foregoingrecitalsare incorporated intothisAgreement for all purposes. |
2. Infullandcomplete settlementandsatisfaction of theLawsuitandanyandallactual and/or potentialclaims relatingthereto,FONU2shall:
| a. | IssuetoMammothCorporationatthe sametime as thisSettlementAgreement,theConvertible Promissory Note (FONUMammothNote Number 00l )("the Note"); |
| b. | TheNotewill beheldbyMammothandwillbe returnedmarked Paid,uponMammothreceivingall paymentsindicated inthisSection2 or,upon receipt oftheDiscounted Payment inthe event Defendantsprepay andreceivea discount asdescribedinSection 4 ofthisAgreement. |
| c. | FONlJ2 will enterintoaproductionagreementwhich shallbedisclosed byFONU2,ina Form8-K filed with the SECorinapressrelease,by October30,2015; |
| d. | Pay $15,000 to Mammoth within 10 daysof FONU2enteringintothe pre production, butinnoeventlater than DecemberI,2015; |
| e. | Pay$25,000to Mammoth onemonthafterthePaymentdescribed inSection 2(d)ofthisagreement, whichshall be inno eventlaterthanJanuary1,2016.Inthe event thepaymentisnotmadebyJanuary1,2016, a l0daygrace periodshall apply beforeaction istaken to enforcethisAgreement; |
| f. | Pay $25,000 to Mammoth onemonth afterthe Payment described in Section 2(e) ofthisagreement.which shall be in noeventlater than February 1,2016.In the event thepaymentis not made by February l, 20l6,a l0 day grace periodshallapplybeforeactionistakento enforce thisAgreement |
| g. | Pay$25,000toMammothonemonth afterthe Payment described in Section2(f) ofthis agreement which shall bein no event laterthanMarch 1,2016.Intheevent thepaymentisnotmadeby March1, 2016, al0 day graceperiod shallapplybeforeactionis taken to enforceth.is Agreement. |
| h. | Pay$25,000 toMammothonemonthafterthePaymentdescribed inSection 2(g)ofthisagreement,whichshallbein no event later than April1,2016. Intheeventthepaymentisnotmade by Aprill, 20l6,a l 0 daygraceperiod shall applybefore actionis taken toenforcethisAgreement. |
| i. | PaythebalanceofFONUMammoth NoteNumber001 one month afterthe Paymentdescribedin Section 2(h) ofthisagreement,which shallbe innoevent later thanMay 1,2016.lntheeventthepaymentis notmadebyMayl,20l6,a 10 daygrace periodshallapply beforeactionistakentoenforcethis Agreement. |
| | | |
| | j. | Intheeventanyof thelistedactionsinthisSection 2of the SettlementAgreementdonotoccur whendue,thenSection3 of this Agreement shallapply. |
3. The Parties agree to have the Court retain jurisdiction for the sole purpose of enforcing the tem1s of this Agreement by entering a judgment against Defendants in the amount of $140,000, less any payments received, plus interest and the costs of enforcing this Agreement, including reasonable attorney fees in the event the terms of this Agreement are not followed.
4. Prepayment Incentive ("Discounted Payment"): Provided none of the payments described in Section 2 have been missed, Defendants may prepay at any time and receive the following discount, with the number of days being measured from the date of the first payment described in Section 2(d) of this Agreement:
| Discount: | If Paid within: |
| 50% | 45Days |
| 40% | 90 Days |
| 30% | 120Days |
5. Upon receipt of all payments contemplated by this Settlement Agreement, in exchange for the promises, covenants and undertakings made in this Agreement, Mammoth does hereby, forever, fully and finally release and discharge, Defendants and all their respective officers, directors, employees, agents, attorneys, heirs, successors and assigns, if any, of and from any and all liabilities, rights, claims, causes of action, agreements, bills, bonds, controversies, counterclaims, covenants, cross-claims, damages, debts, demands, executions, indemnities, judgments, liens, notes, obligations, promises, suits, third- party actions, filed or untiled, and sums of money whatsoever, and any and all claims arising from any one or more of the foregoing, whether in law or in equity, known or unknown, liquidated or unliquidated, mature or contingent, including any matters that arise pursuant to any law, act, statute or ordinance and including any claims, liabilities or damages relating to or arising from the Note, or any claims made in or relating to the claims made in the Lawsuit.
6. In exchange for the promises, covenants and undertakings made in this Agreement, Defendants do hereby, forever, fully and finally release and discharge Mammoth and its officers, directors. employees, agents, attorneys, heirs, successors and assigns, if any, of and from any and all liabilities, rights, claims, causes of action, agreements, bills, bonds, controversies, counterclaims, covenants, cross-claims, damages, debts, demands, executions, indemnities, judgments, liens, notes, obligations, promises, suits, third- party actions, filed or unfiled, and sums of money whatsoever, and any and all claims arising from any one or more of the foregoing, whether in law or in equity, known or unknown, liquidated or unliquidated , mature or contingent, including any such matters that arise pursuant to any law, act, statute or ordinance and including any claims, liabilities or damages relating to or arising from the Note, or any claims made in or relating to the claims made in the Lawsuit.
7. The acknowledgments, covenants, promises, recitals and releases made in this Agreement are made solely to compromise disputed claims and are not ton be construed as an admission of liability on the part of any Party.
8. Each Party shall promptly take any and all action necessary, proper, or convenient and to promptly execute and deliver any and all documents necessary, proper, and convenient to carry out and perform all of the provisions of this Agreement.
9. This Agreement may not be assigned without the express written consent of each Party, and any unauthorized assignment shall be null and void, however nothing in this Section shall prohibit Mammoth from being able to assign the Note describe in Section 2(a) of this Agreement.
10. This Agreement contains the entire agreement of the Parties, any and all prior agreements between the Parties are hereby superseded and revoked, and no Party has relied on any agreement, statement or promise that is nor set forth in this Agreement.
11. Each Party has had the benefit of professional legal advice from the attorneys of his or its own choosing, is fully satisfied with that advice, and has relied solely and completely upon his or its own judgment together with the independent professional advice of his or its counsel in executing this Agreement, and has fully informed himself or itself of the contents, terms, conditions and effects of this Agreement and has read and fully understands this Agreement.
12. This Agreement is to be governed by, construed, and enforced in accordance with the laws of the State of Illinois.
13. Wherever and whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under the laws of the State of Illinois and any other applicable law.
14. If any provision of this Agreement is prohibited by or determined to be void or invalid under applicable law, such provision shall be ineffective to the extent it is prohibited, void or invalid, without impacting the remainder of such provision or the remaining provisions of this Agreement and shall not exclude or preclude the Parties from exercising any other rights or remedies provided in this Agreement or by law.
15. This Agreement may be executed and transmitted by the Parties in counterparts, by email and/or by facsimile, each of which, for all purposes, shall be considered an original.
16. Any notices, demands or other legal documents required, permitted or contemplated by this Agreement shall be in writing and may be sent either to the street address or the email address listed below:
iftoMammoth,thenby emailto:
MammothCorporation
OneFirst BankPlaza,Suite205
Lake Zurich, IL60047
Email:mammothcorp@hotmail.com
andiftoDefendants:
Roger Miguel, CEO
Jake Shapiro
FONU2,Inc.
135 Goshen Road Ext.Suite205
Rincon,GA 31326
Email:rogermiguel@fonu2.com
17. Each person signing this Agreement on behalf of a Party warrants and represents by his or her signature that he or she has the authority to execute this Agreement on that Party's behalf.
18. This Agreement shall be binding on the heirs, successors, and assigns of each Party hereto.
19. Each Party shall cooperate fully and in good faith in carrying out the terms of this Agreement and effecting its purpose.
20. This Agreement is to be construed according to the fair import of its language as a whole, and not to be construed in favor of or against any of the Parties hereto.
21. This Agreement may be executed in counterparts which counterparts together shall have the same force and effect as a single original executed by all the panics. A counterpart signed and sent electronically including, but not limited to, by facsimile or email, and any reproduction of that counterpart including printing or photocopying the counterpart, shall be an original and binding document.
IN WITNESS W HEREOF, the Parties hereto, have caused this Agreement to be duly executed as of October 23, 2015.
| MAMMOTHWEST CORPORATIONd/b/a | |
| MAMMOTHCORPORATION | |
| | |
| By: | | |
| | Brad Hare, President | |
| | | |
| FONU2, INC. | |
| | | |
| By: | | |
| | Roger Miguel, CEO | |
| | | |
| JOEL (a/k/a JAKE) SHAPIRO, individually | |
| andMOONRIVERSTUDIOS,INC. | |
| f/k/a Medient Studios,Inc. | |
| | |
| By: | | |
| | Joel(a/k/a Jake) Shapiro,Individuallyandas a | |
| | former Officer ofMOON RIVER STUDIOS, | |
| | INC. f/k/aMedientStudios, Inc. | |
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