Converted by EDGARwiz

EX-10 2 dbmmreleaseexecuted_cordex10.htm EXHIBIT 10.10 Converted by EDGARwiz

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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) hereby releases, rem ises 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 uding

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: Linda Perry

Nam [dbmmreleaseexecuted_corde003.gif] e: Cord Pereira

Title: Executive Director

Title: Partner

Date:

Date: May 31, 2013

By:_

_ _ _

Name: Jeffrey Wattenberg

Ti tle: Partner

Date:

Name: Jeffrey Wattenberg

Date:

Nam [dbmmreleaseexecuted_corde003.gif] e: Cord Pereira

Date: M ay 3 1, 2 013

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