SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into by and
between Shearson Foundation, European American Investments, October Funds, Cohiba Partners,
Strong Partners and Rancho Malibu (“Investors”) and Who’s Your Daddy, Inc . (“WYD”), a Nevada
corporation and is effective as of November 13, 2007.
R E C I T A L S
WHEREAS , the Investors have made cash payments to, or on behalf of, WYD totaling $1,242,877 through the
date of this agreement and intend to make an additional $95,000 in cash payments to WYD prior to May 1,
WHEREAS, WYD has not been able to close on a financing or otherwise obtain cash to repay these advances;
WHEREAS, the parties and their attorneys, if so chosen, have had a sufficient opportunity to evaluate the merits
of their respective positions; and
WHEREAS, in order to avoid the time, expense and uncertainty of litigation in this matter, the parties have
agreed on November 13, 2007 to settle their differences on the terms and in the manner set forth in this
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, and
intending to be legally bound, the parties agree as follows:
S E T T L E M E N T
1. Settlement Terms .
a. WYD shall issue to the Investors 1,460,354 (One Million Four Hundred Sixty Thousand and Three
Hundred and Fifty Four) shares of Common Stock (the “Settlement Shares”). WYD and the Investors agree
that the first 83,333 of these shares are being issued under an option agreement dated June 22, 2007 at a value
of $3.00 per share and the remaining 1,377,021 shares are being issued at $0.79 per share, which is average
closing price for WYD’s common stock for thirty days prior to the date of this Agreement.
Certificates for the Settlement Shares shall be delivered n