EXHIBIT 4.1
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement is made as of the 30th day of
September 2005, by and among Infinity Capital Group, Inc., a Maryland
corporation ("Infinity"), Xxxxx Xxxx and Xxxxx Xxxx (jointly and severally,
"Wien"), GHL Group, Ltd., a Delaware corporation ("GHL"), and Xxxxxxx Xxxxxx
("Marcus").
Background
Infinity has executed and delivered in favor of Wien a Seven Percent
(7%)Secured Convertible Promissory Note dated November 10, 2004 in the principal
amount of $150,000 as well as a First Amendment thereto dated March 30, 2005
(collectively, "Note"). As more fully set forth herein, the parties hereto
desire to restructure the obligations represented by the Note in certain
respects.
Agreement
Now, therefore, intending to be legally bound, the parties hereto agree
as follows:
1. The principal amount of the Note is hereby reduced from $150,000 to
$75,000. The foregoing reflects the forgiveness by Wien of the repayment by
Infinity of $75,000 of the original principal amount of the Note. The maturity
date of the Note is hereby extended from November 10, 2005 until February 10,
2006. In consideration of the foregoing, Infinity hereby grants to Wien an
additional five and one-half percent of the post merger shares of SOZG. In order
to reflect the foregoing, each of Infinity and Wien shall execute and deliver
the Second Amendment to Convertible Promissory Note in the form attached hereto
as Exhibit "A". Notwithstanding the foregoing, all accrued and unpaid interest
through the date hereof on the Note shall be paid by Infinity to Wien.
2. In consideration of matters set forth in Section 1 hereof, GHL shall
execute and deliver a Seven Percent Secured Promissory Note in favor of Wien in
the original principal amount of $75,000 in the form of Exhibit "B" attached
hereto. The note shall be secured by 900,000 shares of Infinity owned by GHL,
and in this regard, each of GHL and Wien shall execute and deliver the Pledge
Agreement in the form attached hereto as Exhibit "C" and GHL shall also execute
and deliver a stock power covering the shares.
3. As of the date hereof, Marcus hereby forgives the repayment by Infinity
of the $15,000 finder's fee due from Infinity to Marcus. In consideration of the
foregoing, GHL shall execute and deliver a Seven Percent Secured Promissory Note
in favor of Marcus in the original principal amount of $15,000 in the form of
Exhibit "D" attached hereto. The note shall be secured by 50,000 shares of
Infinity owned by GHL, and in this regard, GHL shall execute and deliver the
Pledge Agreement in the form attached hereto as Exhibit "E" and GHL shall also
execute and deliver a stock power covering the shares. GHL also agrees to pay
Marcus, legal counsel to Wien, a fee of $6,000 in connection with the
representation of Wien regarding the matters set forth in this Debt
Restructuring Agreement.
4. The implementation and interpretation of this Agreement shall be
governed by and enforced in accordance with the laws of the State of New York
without regard to its conflict of laws rules.
5. The rights and obligations of the parties under this Agreement shall
inure to the benefit of and shall be binding upon their personal
representatives, heirs, successors and assigns.
6. This Agreement constitutes the entire agreement with respect to the
subject matter hereof between the parties hereto and except as provided herein
there are no other agreements between the parties relating to the subject matter
hereof. This Agreement may only be modified by an agreement in writing executed
by each of the parties hereto.
WITNESS WHEREOF, each of the undersigned has executed and delivered this
Debt Restructuring Agreement as of the day and year first above written.
INFINITY CAPITAL GROUP, INC.
By:/s/ Xxxxxxx X. XxXxxxx /s/ Xxxxx Xxxx
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Xxxxxxx X. XxXxxxx, President Xxxxx Xxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxx
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Xxxxxxx Xxxxxx Xxxxx Xxxx
GHL GROUP, LTD.
By: /s/ Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx,
President
