ASSIGNMENT OF ASSETS, SETTLEMENT AGREEMENT AND GENERAL RELEASEAssignment of Assets, Settlement Agreement and General Release • September 5th, 2013 • Streamtrack, Inc. • Services-advertising • New York
This Assignment of Assets, Settlement Agreement and General Release (this "Agreement") is made and entered into on August 30, 2013, by and among MDMD Ventures, LLC, a California limited liability company (“MDMD”), RadioLoyalty, Inc., a California corporation and wholly-owned subsidiary of MDMD, (“RadioLoyalty” and, collectively with MDMD, the “Hill Entities”), StreamTrack, Inc. a Wyoming corporation that is publicly traded (“StreamTrack”), StreamTrack Media, Inc., a California corporation and wholly-owned subsidiary of StreamTrack (“StreamTrack Media” and, collectively with StreamTrack, the “StreamTrack Entities”), Michael Hill, an individual residing at 347 Chapala St., Santa Barbara, CA 93101 (“Hill” and, collectively with the Hill Entities and the StreamTrack Entities, the “Hill Group”) and Lenco Mobile Inc., a Delaware corporation (“Lenco”), with respect to the following facts:
ContractConvertible Unsecured Promissory Note • September 5th, 2013 • Streamtrack, Inc. • Services-advertising • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
