Settlement Agreement And Release printable pdf download

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (this “Agreement”) is executed effective March __,

2010, between Who’s Your Daddy, Inc., a Nevada corporation (“WYD”) on the one hand,

and Sacks Motor Sports, Inc. (“SMI”) and Greg Sacks, an individual (“Greg”) on the other

hand. For lawful and adequate consideration, the receipt of which is acknowledged, WYD,

Greg and SMI (each a “Party” and collectively the “Parties”) agree as follows:

1. Recitals. This Agreement is entered into with reference to the following recital of

essential facts:

1.1.

SMI obtained a judgment against WYD in the amount of $1,790,000 on

or about February 13, 2007 (the “Judgment”) in the case commonly known as “In the Matter

of the Arbitration between Sacks Motor Sports, Inc. AND Who’s Your Daddy, Inc.” (Re 33

199 Y 00279 06) and United States District Court case number 6:07cv862-ORL-28-DAB

(collectively, the “Litigation”).

1.2.

The Parties desire to compromise and settle the Judgment, the

Litigation, all matters which were or could have been asserted in the Litigation and all other

claims and matters between them on the terms and conditions set forth in this Agreement.

2. Settlement Terms.

2.1.

Settlement Payment. WYD will pay SMI the sum of One Hundred

Thousand dollars ($100,000) on or before April 15, 2010 (the “Payment”). If WYD fails to

make this payment, this Agreement will be deemed rescinded by the Parties and of no further

force or effect.

2.2.

Stock. WYD will cause a total of 1,000,000 (One Million) shares of

WYD common stock to be delivered to SMI at the rate of 100,000 (One Hundred Thousand)

shares per month for ten (10) consecutive months commencing July 15, 2010 (the “Shares”).

Concurrently with the payment of the Payment to SMI, WYD will deliver ten (10) stock

certificates (cumulatively representing the Shares) to Solomon Ward Seidenwurm & Smith,

LLP (“SWSS”) with an irrevocable instruction to mail to SMI one (1) of the stock certificates

per month for ten (10) consecutive months commencing July 15, 2010. The Shares will be

free-trading upon receipt of a legal opinion from WYD’s counsel. SMI will not directly or

indirectly sell, transfer or assign more than 100,000 (One Hundred Thousand) Shares during

any thirty (30) day period at any time. If Sack sells, transfers or assigns any of the Shares

other than through a sale on a public stock exchange, then such Shares will continue to be

bound by this volume restriction and SMI will ensure that the recipient of such Shares abides

by it. WYD may include an appropriate legend on any share certificate representing any

Shares. For the avoidance of doubt, WYD will be deemed to have satisfied its obligations

under this Section 2.2 upon its delivery of the certificates representing the Shares together

P:00533675.3:86531.001

Settlement Agreement And Release