LICENSING CONSENT
AGREEMENT
THIS LICENSING CONSENT AGREEMENT, dated as of
September 30, 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 Assignor and Assignee are
contemplating entering into that certain Asset Purchase Agreement
dated as of the date of this Agreement (the “ Asset
Purchase Agreement ,” a copy of which has been attached
hereto as Exhibit A ). Any capitalized term used
herein and not defined shall have the same meaning as given in the
Asset Purchase Agreement.
WHEREAS, pursuant to the Asset Purchase
Agreement, the Assignor will sell, assign and transfer to Assignee
all rights to the assets of Assignor related to the AudioStocks
Business (the “ Assets ”);
WHEREAS, the Assignor currently licenses all
rights to the Assets from the Holder pursuant to a Licensing
Agreement (the “ Licensing Agreement ,” a copy
of which has been attached hereto as Exhibit B
);
WHEREAS, the Assignor requires consent from the
Holder in order to effectuate the transfer of the Assets as
contemplated in the Asset Purchase Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged and confirmed, the Parties hereby agree as
follows:
1.
Assignment Of Rights To Assets . The Holder
hereby consents to the transfer of the Assets from the Assignor to
the Assignee pursuant to the terms of the Asset Purchase
Agreement.
2.
Assumption of Terms of Licensing Agreement
. Assignee hereby undertakes and agrees to the
assumption of the Assets pursuant to the same terms of the
Licensing Agreement.
3.
Governing Law . The subject matter of this
Agreement shall be governed by and construed in accordance with the
laws of the State of California (without reference to its choice of
law principles) as applied to residents of the State of California
relating to contracts executed in and to be performed solely within
the State of California, and to th
