MEET Meet Group Inc

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 9)

 

Under the Securities Exchange Act of 1934

 

 

MeetMe, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

 

585141104

(CUSIP Number of Class of Securities)

 

 

Andres Gonzalez Saravia
Mexicans & Americans Trading Together, Inc.

5150 N. Loop 1604 West

San Antonio, Texas 78249

(210) 477-2779

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copies to:

 

Maurice M. Lefkort, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

 

 

April 23, 2015

(Date of Event which Requires

Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following: ¨

 

 

 

SCHEDULE 13D

 

CUSIP No. 585141104

 

1	NAMES OF REPORTING PERSONS   Mexicans & Americans Trading Together, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
		7	SOLE VOTING POWER   0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER   4,422,935
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   4,422,935
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   4,422,935
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.28%
14	TYPE OF REPORTING PERSON*   CO

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 585141104

 

1	NAMES OF REPORTING PERSONS   Altos Hornos de Mexico, S.A.B. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Mexico
		7	SOLE VOTING POWER   0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER   4,422,935
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   4,422,935
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   4,422,935
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.28%
14	TYPE OF REPORTING PERSON*   OO

 

 

 

 

This Amendment No. 9 amends the statement on Schedule 13D previously filed on October 27, 2006, as amended by Amendment No. 1 previously filed on January 28, 2008, Amendment No. 2 previously filed on December 17, 2010, Amendment No. 3 previously filed on July 21, 2011, Amendment No. 4 previously filed on September 19, 2011, Amendment No. 5 previously filed on November 14, 2011, Amendment No. 6 previously filed on March 8, 2013, Amendment No. 7 previously filed on September 26, 2013 and Amendment No. 8 previously filed on December 20, 2013 (as so amended and as amended by this Amendment No. 9, the “Schedule 13D”). The Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of MeetMe, Inc., a Delaware corporation (the “Company”), and is being filed on behalf of Mexicans & Americans Trading Together, Inc., a Delaware corporation (“MATT Inc.”) and Altos Hornos de Mexico, S.A.B. de C.V., a Mexican Variable Capital Company (Sociedad Anónima Bursátil de Capital Variable) (“AHMSA”). MATT Inc. and AHMSA are sometimes collectively referred to herein as the “Reporting Persons.” This Amendment No. 9 refers only to information which has materially changed since the filing of Amendment No. 8 to Schedule 13D and the items below are amended and supplemented as set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the original Schedule 13D or the prior amendments thereto, as applicable.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby supplemented by adding the following thereto:

 

On April 23, 2015, MATT Inc. entered into a Debt Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Mexicans & Americans Thinking Together-Foundation, Inc., a Delaware non-profit corporation (“Foundation”), pursuant to which, in satisfaction of a $1,450,000 debt (the “Foundation Debt”), the Foundation transferred to MATT Inc. the 336,927 shares of Common Stock that constituted the collateral for the Foundation Debt (the “Collateral”).

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented by adding the following thereto:

 

On April 23, 2015, MATT Inc. purchased the Foundation Debt from one of its affiliates. MATT Inc. then entered into the Settlement Agreement with Foundation whereby MATT Inc. agreed to receive the Collateral from Foundation in full satisfaction of the Foundation Debt.

 

On April 23, 2015, MATT Inc. entered into a Debt Purchase Agreement (the “Debt Purchase Agreement”) with Minera, pursuant to which Minera agreed to sell, transfer and assign all of Minera’s right, title and interest in and to the Loan Documents and the Foundation Debt (including, without limitation, the right to bring legal action against Foundation with respect to the Foundation Debt) to MATT Inc. for a purchase price of $1,450,000 (the “Purchase Price”). Pursuant to the Debt Purchase Agreement, MATT Inc. is required to pay the Purchase Price in full on or before December 31, 2015. Interest accrues on the Purchase Price at an annual rate of 5% from the date of the Debt Purchase Agreement (i.e., April 23, 2015) until the date that the Purchase Price is paid in full.

 

 

 

On April 23, 2015, MATT Inc. entered into the Settlement Agreement with Foundation.

 

The description of the Debt Purchase Agreement and the Settlement Agreement contained herein is qualified in its entirety by reference to the Debt Purchase Agreement and the Settlement Agreement, which are filed as Exhibits 99.22 and 99.23, respectively, to the Schedule 13D and are hereby incorporated by reference.

 

Except as set forth above in the Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any person listed on Schedules A, B and C to Amendment No. 2 to the original Schedule 13D, has any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their position with respect to the Company and formulate plans or proposals with respect to any of such matters.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a) and 5(c) of the Schedule 13D are hereby amended and restated as follows:

 

(a) MATT Inc. beneficially owns 4,422,935 shares of Common Stock, consisting of the 1,672,407 shares of Common Stock held by MATT Inc., the 1,270,580 shares of Common Stock issuable upon exercise of the Warrants owned by MATT Inc. and the 1,479,948 shares of Common Stock issuable upon conversion of the 1,000,000 shares of Series A-1 Preferred Stock (collectively, the “Shares”). AHMSA may be deemed to beneficially own the Shares by virtue of its ownership of MATT Inc. The Shares represent 9.28% of 47,660,562 total shares of Common Stock, calculated as the sum of (i) the 44,910,034 shares of Common Stock outstanding as of March 9, 2015, as represented by the Company in its most recent report on Form 10-K filed on March 13, 2015, (ii) the 1,270,580 shares of Common Stock issuable upon exercise of the Warrants and (iii) the 1,479,948 shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock. The 47,660,562 Shares set forth in clauses (i) through (iii) above are hereinafter referred to as the “Aggregate Share Number.” Mr. Alonso Ancira, Chairman of the Board of Directors of AHMSA (of which MATT Inc. is a wholly owned subsidiary) and the sole member of the Board of Directors of MATT Inc., directly beneficially owns 139,792 shares of Common Stock, consisting of 16,750 shares of Common Stock and options to purchase 123,042 shares of Common Stock. Such shares represent 0.29% of 47,783,604 total shares of Common Stock, calculated as the sum of (x) the Aggregate Share Number and (y) the 123,042 shares of Common Stock issuable upon exercise of such options.

 

(c) Other than as described in Item 4 above, during the past 60 days, there were no transactions in the Common Stock, or securities convertible into or exercisable for shares of Common Stock, effected by the Reporting Persons nor, to the best of their knowledge, any person listed on Schedules A, B and C to Amendment No. 2 to the original Schedule 13D.

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented by adding the following thereto:

 

As described in greater detail in Item 4 above, MATT Inc. and Minera entered into the Debt Purchase Agreement. As described in greater detail in Item 4 above, MATT Inc. and Foundation entered into the Settlement Agreement. The information included in Item 4 above regarding the Debt Purchase Agreement and Settlement Agreement is incorporated by reference into this Item 6.

 

Item 7. Material to be Filed as Exhibits.

 

99.22

Debt Purchase Agreement, dated as of April 23, 2015 by and between Mexicans & Americans Trading Together, Inc. and Minera del Norte, S.A. de C.V.

 

99.23

Debt Settlement Agreement and Mutual Release, dated as of April 23, 2015, by and between Mexicans & Americans Trading Together, Inc. and Mexicans & Americans Thinking Together-Foundation, Inc.

 

[Signatures on following page]

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 27, 2015

 

	MEXICANS & AMERICANS TRADING TOGETHER, INC.
	By:	/s/ Andres Gonzalez-Saravia Coss
		Name: Andres Gonzalez-Saravia Coss Title: President
	ALTOS HORNOS DE MEXICO, S.A.B. DE C.V.
	By:	/s/ Andres Gonzalez-Saravia Coss
		Name: Andres Gonzalez-Saravia Coss Title: Legal Director

 

 

[Signature Page to AMENDMENT NO. 9 TO SCHEDULE 13D
WITH RESPECT TO THE COMMON STOCK OF MEETME, INC.]

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.22		Debt Purchase Agreement, dated as of April 23, 2015 by and between Mexicans & Americans Trading Together, Inc. and Minera del Norte, S.A. de C.V.
99.23		Debt Settlement Agreement and Mutual Release, dated as of April 23, 2015, by and between Mexicans & Americans Trading Together, Inc. and Mexicans & Americans Thinking Together-Foundation, Inc.

 

 

Exhibit 99.22

 

DEBT PURCHASE AGREEMENT

 

This DEBT PURCHASE AGREEMENT (“Agreement”) is dated the 23^rd day of April, 2015 and made effective as of the “Effective Date” (as hereinafter defined), by and between MINERA DEL NORTE, SA. DE CV, a Mexican corporation (the “Creditor”), and MEXICANS & AMERICANS TRADING TOGETHER, INC., a Delaware corporation (the “Purchaser”) with respect to the debt of MEXICANS & AMERICANS THINKING TOGETHER–FOUNDATION, INC., a Delaware non-profit corporation, and signatory hereto (the “Debtor”). The Creditor and the Purchaser are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.

 

RECITALS

 

WHEREAS, Debtor and Creditor are parties to that certain Lending Commitment (the “Lending Agreement”), Security Agreement and Secured Promissory Note, each dated as of April 25, 2012, (collectively, with the Lending Agreement the ’Loan Documents”), pursuant to which Debtor is indebted to the Creditor for amounts borrowed thereunder; and

 

WHEREAS, Purchaser desires to acquire from Creditor, and Creditor desires to sell, transfer and assign to Purchaser, subject to the terms and conditions hereinafter set forth, the Loan Documents, and the Outstanding Indebtedness (hereinafter defined) whether evidenced by Secured Promissory Note(s) or evidenced on the books and records of the Creditor (the “Purchased Debt”) for the consideration set forth herein (the “Acquisition”);

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, each intending to be legally bound, do hereby agree as follows:

 

1.           Recitations. The recitations set forth in the preamble of this Agreement are true and correct and are incorporated herein by this reference.

 

2.           Sale of Purchased Debt.

 

(a)           Items Constituting the Purchased Debt. The Purchased Debt consists of amounts payable, due and owing from the Debtor to the Creditor under the terms of the Loan Documents, which amounts include outstanding principal and accrued and unpaid interest, if any. As of the Effective Date, the aggregate outstanding amount due and owing to Creditor is $1,450,000.00 (the “Outstanding Indebtedness”). Creditor shall maintain possession and control of the original instruments evidencing the Purchased Debt until the Purchase Price for the Purchased Debt is paid in full and received by the Creditor as hereby contemplated.

 

(b)           Sale of Purchased Debt. Effective as of the Effective Date, and subject to the terms and conditions set forth in this Agreement, the Creditor hereby sells, grants, transfers, conveys and assigns to the Purchaser, for the consideration set forth herein, all right, title and interest of the Creditor in and to Loan Documents and the Outstanding Indebtedness (including, without limitation, the right to bring legal action against the Debtor with respect to the Purchased Debt); and Purchaser hereby accepts such assignment and assumes all of Creditor’s duties and obligations under the Loan Documents and agrees to pay, perform and discharge all of the obligations of Creditor under the Loan Documents accruing on and after the Effective Date.

 

 

3.           Purchase Price. The total purchase price for the Purchased Debt (the “Purchase Price”) shall be $1,450,000.00, and shall be paid by the Purchaser to the Creditor on or before December 31, 2015 in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Creditor to Purchaser, or by any other means that Purchaser and Creditor mutually agree before the payment date. From the Effective Date, until the Purchase Price is paid in full, the Purchase Price will bear interest at the annual rate of 5%.

 

4.           Cooperation. Creditor will furnish Purchaser with all reasonably requested documentation and evidence in Creditor’s possession supporting the Purchased Debt, and reasonably cooperate in providing any other information in Creditor’s possession and taking any other reasonable and lawful action that Purchaser deems reasonably necessary or appropriate to consummate the Acquisition. Upon Purchaser’s reasonable request, Creditor shall duly execute and deliver, or shall cause to be duly executed and delivered, to Purchaser such further instruments and do and cause to be done such further acts as may be reasonably necessary or proper in the reasonable opinion of Purchaser to effectuate the intent and purpose of, and to carry out the terms of, this Agreement, and to cause Purchaser to become the legal and beneficial owner of the Purchased Debt.

 

5.           Representations, Warranties and Covenants of the Creditor. Creditor hereby represents, warrants and covenants to Purchaser as follows:

 

(a)           The Outstanding Indebtedness is a bona fide outstanding claim against Debtor, and is an enforceable obligation arising in the ordinary course of business, for goods and/or services rendered to Debtor by Creditor in good faith. The Outstanding Indebtedness is currently due and owing and is payable in full.

 

(b)           Neither the Outstanding Indebtedness nor any of the Loan Documents are subject to dispute. Creditor has not received any written notice from Debtor or any other person challenging or disputing the Outstanding Indebtedness nor any of the Loan Documents, or any portion thereof, and Debtor is unconditionally obligated to pay the full amount of the Outstanding Indebtedness, without defense, counterclaim or offset.

 

(c)           Creditor is the sole owner of the Purchased Debt, free and clear of all liens, encumbrances and rights of third parties, except as created by this Agreement. Creditor has all necessary power and authority to: (i) execute, deliver and perform all of its obligations under this Agreement; and (ii) sell, convey, transfer and assign the Purchased Debt to Purchaser.

 

(d)           Creditor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by Creditor have been duly authorized by all requisite action on the part of Creditor. This Agreement has been duly executed and delivered by Creditor and constitutes the legal, valid and binding obligation of Creditor, enforceable against Creditor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.

 

 

(e)           Creditor will immediately advise Purchaser if any of the foregoing representations and warranties cease to be fully true and accurate at any time up to and including the date of the closing of the Acquisition.

 

6.           Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Creditor as follows:

 

(a)           Purchaser has all necessary power and authority to: (i) execute, deliver and perform all of its obligations under this Agreement; and (ii) purchase and accept the Purchased Debt from Creditor.

 

(b)           The execution, delivery and performance of this Agreement by Purchaser has been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser.

 

7.           Fees and Expenses. Except for fees that may be included in the Purchase Price, and except in the event of a default hereunder, each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Creditor understands that Purchaser shall not be liable for any commissions, selling expenses, orders, purchases, contracts, taxes, withholding, or obligations of any kind resulting from or arising out of the Acquisition.

 

8.           Indemnification. Creditor agrees to indemnify and hold Purchaser and its officers, directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, costs expenses and liabilities, including without limitation, reasonable attorneys’ fees and expenses, which result from Creditor’s material breach of any of Creditor’s representations, warranties, covenants or agreements set forth herein; provided, however, that Creditor shall not be required to make any indemnification that would violate Section 10.

 

9.           Choice of Law. This Agreement shall be governed by and construed according to the laws of the State of Texas, without giving effect to its choice of law principles.

 

10.           Limitation of Damages. Except as otherwise provided below, each of the Parties hereby waives any right which it may have to claim or recover any incidental, special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. Notwithstanding anything in this Agreement to the contrary, Purchaser’s only liability under this Agreement for any breach or default by Purchaser hereunder shall be limited to a return of the Purchased Debt to Creditor. Creditor’s only liability under this Agreement for a breach or default by Creditor hereunder, or for any other reason, shall be to return any Purchase Price received by Creditor in exchange for a full re-assignment of the Purchased Debt back to Creditor in the manner required by this Agreement.

 

 

11.           Notices. All notices under this Agreement shall be in writing, and may be delivered by hand, sent by overnight delivery by a nationally recognized overnight courier service or by registered mail, return receipt requested. Notices delivered by hand shall be effective upon receipt. Notices sent by courier or mail shall be deemed received on the date of receipt indicated by the return verification provided by the U.S. postal service or the records of the courier service. Notices shall be given or sent to the parties at the addresses set forth on the signature page of this Agreement, or to such other address as either party may designate in writing in a notice complying with this Section 11.

 

12.           Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Parties, or, in the case of a waiver, by the Party against whom enforcement of such waiver is sought. No waiver of any default shall be deemed to be a continuing or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

 

13.           Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

14.           Successors and Assigns; No Third Party Beneficiaries. Neither Party may assign any of its rights under this Agreement without the prior written consent of the other Party. The other Party shall not unreasonably withhold or delay its consent. This Agreement is intended for the benefit of Creditor and Purchaser and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

15.           Entire Agreement. This Agreement, together with the exhibits hereto, contains the entire agreement and understanding of the Parties, and supersedes all prior and contemporaneous agreements, letters, discussions, communications and understandings, both oral and written, concerning the sale, transfer, conveyance and assignment of the Purchased Debt, which the Parties acknowledge have been merged into this Agreement.

 

16.           Signature. This Agreement may be executed in counterparts and by facsimile, portable document format or other electronic means, each of which shall constitute an original and all of which when taken together shall constitute one document.

 

17.           Survival. Except for the express representations and warranties made by the Parties in this Agreement, the sale, conveyance, and assignment of the Purchased Debt is made AS IS, WHERE IS and WITH ALL FAULTS, and is subject to no other representations or warranties of any nature or kind, express or implied. The express representations and warranties of the Parties made herein shall survive for a period of ninety (90) days following the payment of the Purchase Price (the “Survival Period”). No action based upon or arising in any way out of an alleged breach of such express representations and warranties may be brought by either Party after the expiration of the Survival Period.

 

18.           Effective Date. The “Effective Date” hereunder shall mean the last date when the Agreement becomes fully executed by the Creditor and the Purchaser and is consented to by the Debtor.

 

 

19.           Acknowledgement of Joint Representation. EACH PARTY UNDERSTANDS AND AGREES THAT BURLESON LLP (“BURLESON”) PREPARED THIS AGREEMENT UNDER THE JOINT INSTRUCTION OF THE PARTIES AND EACH PARTY WAIVES ANY CONFLICTS OF INTEREST OR OTHER CLAIMS AGAINST BURLESON WITH RESPECT TO THE PREPARATION OF THIS AGREEMENT. EACH PARTY UNDERSTANDS THAT THE INDIVIDUAL INTERSTS AND OBJECTIVES OF EACH OF THE PARTIES ON CERTAIN ISSUES MAY BE, OR MAY BECOME, INCONSISTENT WITH THE INTERSTS AND OBJECTIVES OF EACH OTHER.

 

 

 

[SIGNATURE PAGE FOLLOWS.]

 

 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

 

	PURCHASER:
	MEXICANS & AMERICANS TRADING TOGETHER, INC.
	By:	/s/ Andres Gonzalez Saravia Coss
	Name:	Andres Gonzalez Saravia Coss
	Title:	President
	Address:	5150 N. Loop 1604 W. San Antonio, Texas 78249
	CREDITOR:
	MINERA DEL NORTE, SA. DE CV
	By:	/s/ Gustavo Adolfo Madero Ucero
	Name:	Gustavo Adolfo Madero Ucero
	Title:	Legal Representative
	Address:	Campos Eliseos 29, 6th floor, Mexico City, 11580

 

 

 

CONSENT OF DEBTOR

 

Debtor hereby consents to the sale, transfer, conveyance and assignment of the Purchased Debt, including the Outstanding Indebtedness from the Creditor to the Purchaser pursuant to this Agreement.

 

DEBTOR:
MEXICANS & AMERICANS THINKING TOGETHER–FOUNDATION, INC.
By:	/s/ Andres Gonzalez Saravia Coss
Name:	Andres Gonzalez Saravia Coss
Title:	President
Address:	329 Old Guilbeau St. San Antonio, Texas 78204

 

 

 

Exhibit 99.23

 

DEBT SETTLEMENT AGREEMENT AND MUTUAL RELEASE

 

This DEBT SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into as of the 23rd day of April 2015 (the “Effective Date”), by and between MEXICANS & AMERICANS TRADING TOGETHER, INC., a Delaware corporation (the “Creditor”) and MEXICANS & AMERICANS THINKING TOGETHER–FOUNDATION, INC., a Delaware non-profit corporation (the “Debtor”). The Creditor and the Debtor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.

 

RECITALS

 

WHEREAS, the Debtor and Minera Del Norte, SA. DE CV, a Mexican corporation (“Minera”), entered into that certain Lending Commitment, Security Agreement, and Secured Promissory Note, dated as of April 25, 2012, and certain other documentation related to borrowings pursuant to the Lending Commitment (collectively, the “Loan Documents”);

 

WHEREAS, as of the Effective Date, Debtor has outstanding borrowings under the Lending Commitment in the aggregate amount of $1,450,000 (the “ Debt”);

 

WHEREAS, on April 23, 2015, the Debtor consented to the sale and assignment by Minera of all of Minera’s rights and interests to the Loan Documents and the Debt to the Creditor, and the Creditor became the lawful holder of the Debt;

 

WHEREAS, as of April 23, 2015, Debtor owns 336,927 shares of the common stock of MeetMe, Inc., a Delaware corporation, and such shares are collateral pursuant to the Security Agreement (the “Collateral”);

 

WHEREAS, the Creditor has requested from the Debtor payment of the Debt, and the Debtor has offered the Collateral to the Creditor in full satisfaction of the Debt (collectively, the “Debt Settlement”); and

 

WHEREAS, the Parties have agreed to the Debt Settlement.

 

NOW, THEREFORE, in consideration of the following mutual terms, covenants and conditions, the Parties, and each of them, do hereby agree as follows:

 

1.              Consideration. The Parties agree that Debtor’s obligations pursuant to the Loan Documents and the Debt shall be settled and cancelled in their entirety, including all of the principle amount and any accrued interest then due thereunder, in exchange for the transfer and assignment to the Creditor of all of the Debtor’s rights and interest in the Collateral (the “Share Transfer”). Upon the completion of the Share Transfer by the Debtor to the Creditor, the Loan Documents, including the Lending Commitment, Security Agreement, and Promissory Note, shall terminate, become void, and be of no further force or effect. The Creditor shall execute any documentation reasonably requested by Debtor to evidence such satisfaction of the Debt. The Debtor shall execute and deliver any documentation reasonably requested by Creditor to cause the transfer and assignment of the Collateral to Creditor.

 

 

2.             Release. On the Effective Date, each Party, on its behalf on the behalf of all of its respective successors in interest, and all its agents, officers, directors, affiliates, employees, representatives, attorneys, assigns, and/or their successors in interest, shall forever release and discharge the other Party and all of its respective successors in interest, and all its agents, officers, directors, affiliates, employees, representatives, attorneys, assigns, and/or their successors in interest from any and all claims, causes of action, liabilities, damages, costs or demands of whatever character arising under or relating to the Loan Documents or the Debt.

 

3.             Representations and Warranties.

 

(a)             The Debtor hereby represents and warrants that (i) the Debtor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) this Agreement has been duly and validly executed and delivered by the Debtor and constitutes valid and binding obligations of the Debtor, enforceable against the Debtor in accordance with their respective terms, and (iii) neither the execution and delivery of this Agreement by the Debtor, nor the consummation by the Debtor of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the charter, by-laws or other governing documents of the Debtor, (b) require on the part of the Debtor any filing with, or approval of, any governmental entity or (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to the Debtor, or any of its properties or assets.

 

(b)            The Creditor hereby represents and warrants that (i) the Creditor has the requisite power and authority to execute and deliver this Agreement, (ii) this Agreement has been duly and validly executed and delivered by the Creditor and constitutes the valid and binding obligation of the Creditor, enforceable against the Creditor in accordance with its terms, (iii) neither the execution and delivery of this Agreement, nor the consummation by the Creditor of the transactions contemplated hereby, will (a) conflict with or violate any provision of the charter, by-laws or other governing documents of the Creditor, (b) require on the part of the Creditor any filing with, or approval of, any governmental entity or (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to the Creditor, or any of its properties or assets.

 

4.              Covenants. Each Party covenants to the other that it will use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

 

5.              Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, employees, successors and assigns

 

6.              Waiver, Modification and Amendment. No provision hereof may be waived unless in writing and signed by the Party whose rights are thereby waived. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided.

 

 

7.              Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of Texas.

 

8.              Severability. In the event that any term or provision of this Agreement contradicts any term or provision of any other document, instrument or agreement between the Parties, the terms of this Agreement shall control. If any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from all other provisions of this Agreement, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be adversely affected or impaired, and shall remain in full force and effect.

 

9.              Entire Agreement. It is expressly understood and agreed that this Agreement constitutes the entire understanding and agreement between the Parties hereto, and supersedes and replaces all prior negotiations, agreements or understandings between the Parties, whether written or oral, in each case relating to the subject matter hereof. This Agreement may not be modified by the Parties except by written instrument executed by an authorized officer of each Party. Each Party acknowledges and represents that it has not executed this Agreement in reliance upon any promise, representation or warranty whatsoever not expressly set forth in this Agreement.

 

10.            Representations of Authority. The persons signing below each represent and warrant that they have the authority to enter into this Agreement on behalf of the Party on whose behalf they so sign.

 

11.            Rights and Remedies Cumulative. The rights and remedies provided for in this Agreement or by law shall, to the extent permitted by law, be cumulative.

 

12.            Reliance on Own Judgment. The Parties hereto acknowledge and agree, that in deciding to execute this Agreement, they have relied entirely upon their own respective judgment and have had adequate time to consider its terms and effects and to ask questions that they may have of anyone, including legal counsel of their own choosing. By signing this Agreement, the Parties hereto further acknowledge that they have been afforded a reasonable and sufficient period of time to review, for deliberation thereon and or the negotiations of the terms of this Agreement.

 

13.            Counterparts. This Agreement may be signed in multiple counterpart copies, each of which shall constitute an original, with the same force and effect as if each of the Parties hereto has signed a single instrument.

 

 

14.            Notices. All notices under this Agreement shall be in writing, and may be delivered by hand, sent by overnight delivery by a nationally recognized overnight courier service or by registered mail, return receipt requested. Notices delivered by hand shall be effective upon receipt. Notices sent by courier or mail shall be deemed received on the date of receipt indicated by the return verification provided by the U.S. postal service or the records of the courier service. Notices shall be given or sent to the Parties at the addresses set forth below their respective signatures to this Agreement, or to such other address as either Party may designate in writing.

 

15.            Acknowledgement of Joint Representation. EACH PARTY UNDERSTANDS AND AGREES THAT BURLESON LLP (“BURLESON”) PREPARED THIS AGREEMENT UNDER THE JOINT INSTRUCTION OF THE PARTIES AND EACH PARTY WAIVES ANY CONFLICTS OF INTEREST OR OTHER CLAIMS AGAINST BURLESON WITH RESPECT TO THE PREPARATION OF THIS AGREEMENT. EACH PARTY UNDERSTANDS THAT THE INDIVIDUAL INTERSTS AND OBJECTIVES OF EACH OF THE PARTIES ON CERTAIN ISSUES MAY BE, OR MAY BECOME, INCONSISTENT WITH THE INTERSTS AND OBJECTIVES OF EACH OTHER.

 

[SIGNATURE PAGE TO FOLLOW]

 

 

 

 

IN WITNESS THEREOF, the undersigned Parties have executed this Agreement effective as of the date first set forth above.

 

	CREDITOR:
	MEXICANS & AMERICANS TRADING TOGETHER, INC.
	By:	/s/ Andres Gonzalez Saravia Coss
	Name:	Andres Gonzalez Saravia Coss
	Title:	President
	Address:	5150 N. Loop 1604 W. San Antonio, Texas 78249
	DEBTOR:
	MEXICANS & AMERICANS THINKING TOGETHER–FOUNDATION, INC.
	By:	/s/ Andres Gonzalez Saravia Coss
	Name:	Andres Gonzalez Saravia Coss
	Title:	President
	Address:	329 Old Guilbeau St. San Antonio, Texas 78204