indirectly from the Underlying Agreement or from any other agreement and
shall have any further obligations to each other pursuant to or arising directly or
indirectly from the Underlying Agreement or from any other agreement and
understanding whether written or oral relating to the subject matter thereof.
2. MUTUAL RELEASES
Except for the respective obligations of the Parties under this Agreement or as
otherwise set f01th above, each party (for itself, himself or herself and on behalf of its,
h is or her successors and assigns) xxxxxx releases, xxx xxxx and forever discharges the
other Parties (and all predecessors, successors and assigns of the other Parties, and the
respective directors, officers, employees, owners, agents and representatives of the
other party and its predecessors, successors and assigns) of and from any and all
actions, causes of action, suits, clai ms, demands, agreements, debts, liabi li ties and
obligations of any nature, fixed or contingent, known or unknown, whether at law or in
equity, by reason of any event, occurrence, circumstances or matter of any nature with
respect to the Underlying Agreement (collectively, the "Claims").
3. WATVER OF CALIFORNIA CIVIL CODE SECTION 1542
The Parties hereby acknowledge the ir familiarity with the prov isions of Section 1542 of
the California Civi l Code, and hereby expressly waive any and all rights or benefits
they have or may have thereunder, or under any other federal or state statutory rights or
rules, or principles of common law or equity, or those of any jurisdiction , government,
or political subdivis ion, similar to Section 1542 ("Similar Provision"). Thus, no party
to the Agreement may invoke the benefits of Section 1542 or any Similar Provision in
order to prosecute or assert in any manner a ny Claims that are released under this
Agreement. Section 1542 ofthe California Civil Code provides:
"A general release does not extend to claims which th e
cre di tor does not know or suspect to exist in his favor at
the time of executing the release, which if k nown by him
must have materially affected his settlement with the
debtor ."
The Parties to the Agreement hereby expressly and knowingl y acknowledge that they
may hereafter discover claims or facts in addition to or different from those which they
know or believe to exist with respect to the subject matter hereof which, if known or
suspected at the time of executing the Agreement, may have materially affected the
Agreement. Nevertheless, each party to the Agreement affirms its intention to hereby
fully, final ly and forever settle and release all disputes and differences, known or
unknown, suspected or unsuspected, and whether or not concealed or hidden, incl xxxxx
the rights s pecified in California Civil Code Section 1542 or any Similar Provision.
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4. PUBLICITY RESTRICTIONS
No Party shall authorize, circulate, publi sh or otherwise disseminate any news articles
or other pub!ici ty of any kind related to this Agreement or the Underlying Agreement or
the serv ices rendered by any Party to any other Party unless the sa me is first approved
by the Parties in writing, nor disparage in any manner intended or likely to be harmful
to any other Party or each Party's business, including any officer, director or advisor to
a Party in relation to the Party's services under the Underlying Agreement. DBMM
shall be permitted to disclose a mutuall y agreed to press release announci ng this
Agreement for compliance with securities regulations applicable to the DBMM.
5. REPRESENTATIONS AND WARRANTIES
Each of the Parties to this Agreement represen ts and warrants that it, he or she has full
power and authority to enter into this agreement for themselves or for the Party they
represent.
6. SEVERABILITY
The terms of the Agreement shall be severable. The invalidity or unenforceabil ity of
one or more of the terms contained in the Agreement shall not affect any other terms of
the Agreement.
7. HEADINGS
Headings are used in the Agreement for convenience only and do not have any force or
effect in the interpretation or construction of the Agreement.
8. ASSIGNMENT
Each Party represents and warrants that i t has not assigned all or any portion of any
claim pertaining to the Clai ms, as the case may be, or any interest i n any Party
(i ncluding shares of DBMM) to any person or entity. If any claims are made by any
third persons or entities based upon the purported assignment or a ny such liens, shares
or claims are asserted in connection with the Claims, then the Pa rty who has breached
or allegedly breached its representation or warranty contained herein agrees to
indemnify a nd hold harmless the other Party or Parties from any said claims being
made.
9. GOVERNING LAW
The Agreement shall be subject to, governed by, and construed in accordance with the
laws of the State of California.
10. ATTORNEYS' FEES AND COSTS TO ENFORCE AGREEMENT
If any legal action or proceeding is brought arising out of, or connected with the
Agreement, the prevailing party or parties shall be entitled to recover, in addition to any
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other relief to which such party ma y be entitled, reasonable attorneys' fees and costs
incurred in s uch action or proceeding.
II. BINDING EFFECT
The Agreement a nd all covenants and releases set forth herein shall be binding upon
and shall inure to the benefit of the respective Parties hereto, their legal s uccessors,
heirs, assigns, partners, representatives, parent and subs idiary com panies, agents,
attorneys, officers, em ployees, directors and shareho lders. Each party to the Agreement
acknowledges that it has had the benefit of advice of comp etent legal counsel with
respect to the decision to enter into the Agreemen t.
12. ENTIRE UNDERSTANDING
The Agreement contains the entire agreement and un derstanding between the Parties,
and supersedes a nd replaces any and al l prior written or oral negotiations, proposed
agreements or agreements. Each Party acknowledges that no other party, or any agent
or attorney of any party, has made any promi se, representat ion or warranty w hatsoever,
express or impli ed , not contained in the Agreement to induce any party to s ign the
Agreement, a nd each party acknowledges that it has not executed the Agreement in
reliance on any such promise, representation or warranty.
13. AMENDMENT TO AGREEMENT
Any amendm ent to the Agreement must be in writing and signed by duly authorized
representatives of the Parties hereto and state the intent of the Parties to amend the
Agreement.
[Signature Page to Follow]
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14. EXECUTION AND COUNT ERPARTS
The Agreement may be executed in one or more counterparts, each of which shall be
deemed an origi nal agreement. All count erparts of any such doc um ent together shall
constitute one and the same instrument.
The Parties may exchange executed
count erparts of the Agreement by fax or e-mail (in pdf form), and a faxed o re -m a iled
copy of a signature shall be as valid and binding as an original signa ture.
DIGITAL BRAND MEDIA &
MARKETING GROUP, INC.
FIKIA RTG VENTURES, INC.
BRANDENTERTAIN
By:
_ _
_
Name: Xxxxx Xxxxx
Name: Xxxx Xxxxxxx
Title: Executive Director
Title: Partner
Date:
Date: May 31, 2013
By:_
_ _ _
Name: Xxxxxxx Xxxxxxxxxx
Ti tle: Partner
Date:
Name: Xxxxxxx Xxxxxxxxxx
Date:
Name: Xxxx Xxxxxxx
Date: M ay 3 1, 2 013
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