Common use of Licensing Agreement Clause in Contracts

Licensing Agreement. The parties acknowledge that pursuant to the ELA between the Company and Watermark dated October 13, 2016, this Agreement constitutes a change of control of Watermark pursuant 12.3 D. of the ELA, and the ELA shall be terminated effective immediately. Further, the parties hereto agree to waive all notice requirements and cure periods associated with the termination of the ELA as set forth therein. Further, in partial consideration for this Agreement, to recognize the fact that certain funds were advanced to the Company as advanced royalties pursuant to the ELA, and to place the parties as close as possible to their respective positions prior to the transaction referenced herein, Company agrees to enter into a promissory note payable to Watermark in the amount of $445,000 representing the advanced royalties paid, less the Company’s purchase price of the 19.8 million shares of Watermark. A copy of the note is attached hereto as Exhibit B.