First Amended LICENSING CONSENT AGREEMENT
LICENSING
CONSENT AGREEMENT
THIS
First Amended LICENSING CONSENT AGREEMENT, dated as of November 25, 2008 (the
“Agreement”) is
made and entered into by and between: (i) BCGU, LLC (the “Holder”); (ii)
AudioStocks, Inc. (the “Assignor”); and (iii)
DAO Information Systems, LLC, a Delaware limited liability company and its
subsidiary, DAO Information Systems, Inc. (collectively, the “Assignee”). The
Holder, Assignor and Assignee may be referred to individually as a “Party” and
collectively as the “Parties.”
RECITALS
WHEREAS,
the Parties previously executed a Licensing Consent Agreement (the “LCA”) dated
September 30, 2008, wherein the Parties agreed to the assignment and assumption
of certain rights and assets;
WHEREAS,
the Parties believe that there was not consideration in the LCA to effect the
legal obligations and intentions of the Parties;
WHEREAS,
the Parties have negotiated this Agreement which provides adequate and fair
consideration for the transactions contemplated in the LCA;
NOW
THEREFORE, all of the terms contained in the LCA shall remain effective and
binding, however, the Parties agree that a Section 2.5 shall be added to the LCA
which shall read as follows:
2.5. Consideration. Holder
shall immediately receive from Assignor (i) a total of 4,000,000 shares of the
Assignor’s Preferred Series A stock, and (ii) a total of 100 shares of the
Assignor’s Series B Preferred stock.
***SIGNATURE
PAGE FOLLOWS***
______Holder
______Assignor ______Assignee
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as
of the day and year first above written.
HOLDER:
BCGU,
LLC
______________________________________
By:
Business Consulting Group Unlimited, Inc.
Its:
Administrative Manager
By:
Xxxx X. Xxxx, Esq.
Its:
Managing Director
|
ASSIGNOR:
AudioStocks,
Inc.
____________________________
By:
Xxxx X. Xxxxx
Its:
President
|
ASSIGNEE:
DAO
Information Systems, LLC
____________________________
By:
Xxxx X. Xxxxx
Its:
Managing Member
|
______Holder
______Assignor ______Assignee
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