Second Amended License Consent Agreement
This
Second Amended License Consent Agreement (“Agreement”) is entered into between
the following “Parties:” (i) BCGU, LLC, a Delaware limited liability company
(“BCGU”); and (ii) AudioStocks, Inc. a Delaware corporation
(“AUIO”).
1. BCGU
is a significant shareholder in AUIO, and has from time-to-time, allowed AUIO to
use, for general corporate purposes, monies and other valuable instruments which
were due and payable to BCGU by AUIO. Presently, AUIO is indebted to
BCGU in an amount which exceeds $242,000 (the “Claim”). The purpose,
desire and intention of this Agreement is to fully settle and forever resolve
the Claim.
2. SETTLEMENT.
In consideration of the Agreement, AUIO agrees to pay to BCGU a total of $1,000,
in addition to previous good and valuable consideration in the form of preferred
equity.
3. RELEASE. In
consideration of the promises, covenants, representations and warranties set
forth in this Agreement, BCGU hereby releases and forever discharges AUIO from
the amount of money described above as the Claim.
4. WAIVER
OF SECTION 1542. In signing this Agreement, the BCGU has been advised
of, understand and knowingly waive his rights under California Civil Code
Section 1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
5. BINDING
EFFECT. This Agreement shall be binding upon each Party’s past and
present heirs, beneficiaries, successors, successors in interest, assigns, and
agents.
6. GOVERNING
LAW. This Agreement shall be interpreted in accordance with and
governed in all respects by the law of the State of California. Venue
for any legal action or arbitration shall be San Diego County, State of
California.
7. ENTIRE
AGREEMENT. This Agreement and Release contains the entire
understanding between the PARTIES with regard to the matters herein set
forth.
__________________________________ ___________________________________
Xxxx
Xxxxx
Xxxxx X. Panther II
AudioStocks,
Inc.
BCGU LLC
Dated: November
30, 2008
