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SETTLEMENT AGREEMENT ‘This Settlement Agreement (“Agreement”) is entered into by PandoMedia, Inc., a Delaware corporation (“Pando”), and Tennessee ‘Technology Development Corporation, 2 Tennessee non- profit corporation doing business as Launch ‘Tennessee (“Launch TN”), and is effective as of the date the last-signing party signed the Agreement (the “Effective Date”). Pando and LaunchTN are referred to herein individually as a “Party” and collectively as the “Patties.” RECITALS WHEREAS Pando and LaunchTN entered into an agreement dated September 20, 2013, to collaborate in connection with the Southland Technology & Southern Culture Conference (the “Collaboration Agreement”); WHEREAS the Parties, pursuant to the Collaboration Agreement, produced and presented Southland Technology & Southern Culture Conference in Nashville, Tennessee from June 9 through 12, 2014 (“2014 Southland Conference”), which took place during the week preceding the annual Bonnaroo Music & Arts Festival (“Bonnaroo”); WHEREAS during the 2014 Southland Conference Pando and Launch'TN had several disagreements, including concerning Pando’s editorial independence over the program, LaunchTN’s discounting of ticket prices and cost overruns; WHEREAS immediately after the 2014 Southland Conference, Pando informed Launch TN that Pando could not continue to work with LaunchT’N unless the Collaboration Agreement was modified to reflect, among other things, that Pando would have control over logistics and ticket pricing as well as contents WHEREAS a dispute subsequently arose between the Parties after Launch'T™N informed Pando it believed it was entitled under the Collaboration Agecement to retain for itself more than $100,000 of the revenues from the 2014 Southland Conference that Pando believed was allocated to it by the Collaboration Agreement; WHEREAS Launch'I'N terminated the Collaboration Agreement on October 7, 2014 in accordance with Section 6.5 of the Collaboration Agreement; WHEREAS the patties subsequently entered into a Settlement Agreement, dated November 14, 2014 (the “Settlement Agrcement”), in which LaunchTN paid Pando $93,000 to resolve the dispute concerning the allocation of 2014 Southland Conference's revenues and expenses under the Collaboration Agreement, WHEREAS the Settlement Agreement expressly stated Section 8.7 of the Collaboration Agreement remains in effect, except for certain portions that are not relevant here; WHEREAS Section 6.6 of the Collaboration Agreement, which survived termination per Section 8.7, provides, in relevant part, that “LaunchTN retains the right to host a conference within the southeastern, regional target market of Southland held the week prior to the Bonnaroo Music festival so long as Launch''N does not partner with another national media company for a period of one year from such termination date”; 2301751 WHEREAS LaunchTN on December 1, 2014, issued a press release announcing it will present 36/86, a three-day conference celebrating the Southeast’s southern culture, technology and entrepteneurship, which takes place June 8-10, 2015 in Nashville (“36/86”), one week prior to Bonnaroo (“Bonnaroo 2015"); WHEREAS Pando on Decembet 1, 2014 also announced it will host Pandoland, a three-day international tech and media event about entrepreneurship celebrating southern culture, scheduled for the week after Bonnaroo, June 15-17, 2015; WHEREAS LaunchTN on January 6, 2015 issued a press release (“Press Release”) concerning 36/86 in which the headline announced that “AC Entertainment, TechCrunch and Silicon Prairie News also join the 36/86 Roster,” and the first paragraph said in pertinent part “Launch Tennessee (LaunchTN) announced today keynote speaker, entertainment partner, media ‘moderators and early bird tickets for 36/86, successor to Southland”; WHEREAS the last paragraph of the Press Release also stated “Jonathan Shieber, Senior Editor of CrunchBase/TechCrunch, John Biggs, Fast Coast Editor at TechCrunch ... have signed on to lead media interviews on stage at 36/86”; WHEREAS TechCrunch is a national media company that operates the TechCrunch Network, including a website reporting on high-tech companies, www.techcrunch,com, TechCrunch, Events, TCTY and the CrunchBase database of startup and corporate activity and fanding, swanw.crunchbase.cam (collectively, TechCrunch”), and competes directly with Pando; WHEREAS Pando on January 6, 2015, informed LaunchT'N that Pando believed ‘Launch TN’s arrangement with TechCrunch violated Section 6.6 of the Collaboration Agreement; WHEREAS LaunchIN on January 12, 2015 advised Pando that LaunchTN believed its arrangement with Shieber and Biggs of TechCrunch did not violate Section 6.6 of the Collaboration Agreement because Launch'IN asserted that TechCrunch had not been engaged to provide programming for 36/86 and that LaunchTN had no partnership or contract with TechCrunch; WHEREAS Pando believes Launch’'N’s arrangement with TechCrunch constituted a partnership as that term is used in the media and event industry and therefore filed a lawsuit against Launch™N on January 22, 2015, for breach of contract in the U.S. District Court for the Northern District of California (the “Lawsuit”); WHEREAS the Parties wish to resolve this dispute without the expense and distraction of litigation over TechCrunch’s role in 36/86 planned for 2015, or any other conference sponsored by Launch TN held the week before Bonnaroo 2015 (collectively, the ‘36/86 Conference”); Now, THEREFORE, in consideration of the foregoing, and of the mutual covenants, terms and conditions hereinafter expressed, the Parties agree as follows: 1. ‘TechCrunch Involvement, ‘The Parties agece the following activities at the 36/86 Conference will not violate Section 6.6 of the Collaboration Agreement: . Shieber, senior editor at ‘TechCrunch/CrunchBase, moderating (or conducting an interview during) one on-stage session scheduled for no more 2 b. than one hour in duration with the same guest or set of guests throughout the session; Biggs, East Coast editor at TechCrunch, moderating (or conducting an interview during) one on-stage session scheduled for no more than one hour in duration with the same guest or set of guests throughout the session; Any other employee, representative, contractor or affiliate of any national media company not affiliated with TechCrunch moderating (or conducting ‘an interview during) one on-stage session scheduled for no more than one hour in duration with the same guest or set of guests throughout the session; or Any other employee, representative, contractor or affiliate of any national ‘media company not affiliated with TechCrunch participating in break-out sessions or salons. 2, Activities Not Permitted, Other than as provided in Paragraph 1, Launch'I'N agrees that neither Shieber nor Biggs, nor any other employee, representative, contractor or affiliate acting on behalf of TechCrunch or any other national media company, will take part in any official activities in connection with the 36/86 Conference, including but not limited to: a. Eimeecing any sessions and/or events; and/or hosting and/or participating in any other sessions or events; Participation in any start-up competitions or similar events ; and Engaging in any function identified in Paragraph 1.1(b) of the Collaboration ‘Agreement (creation of Conference Programming by soliciting or procuring. speakers of identifying or developing content; startup marketing; ‘PR/Marketing; Media Recruiting; National Sponsor Sales; National Investor Recruiting; and funding, including the provision of speaker benefits), provided, however, that this Section 2 in no way limits or restricts news ‘media coverage or the participation by any person or entity as a member of the press from covering the 36/86 Conference, docs not limit the persons to whom LaunchIN may issue press credentials for the 36/86 Conference, and does not preclude anyone covered by this Section 2 from attending as a member of the audience any session or event, including break-out sessions, that is part of the 36/86 Conference. 3. PR/Marketing and Sponsorship. LaunchTN may include the brand names and/or ogos/ trademarks of TechCrunch and/or CranchBase (collectively “TechCrunch names and/or matks”) in promotional materials for the 36/86 Conference — including signage at the venue, airport or elsewhere, press releases or Launch'TN-operated or affiliated ‘websites — only to the extent, and in the same manner, size and location, that Launch TN lists the names and/or marks of the companies affiliated with all other on-stage participants at the 36/86 Conference, and shall not use the ‘TechCrunch names and/or 3 marks in any way suggesting a partnership with TechCrunch or that TechCrunch is performing a role different or above that of other moderators and other participants (euch as by including the TechCrunch names and/or marks in headlines, display text, or other prominent locations in promotional materials unless the aames and/or marks of the other participants’ companies are included in the same location, fashion and size). Tickets: LaunchTN may not sell tickets for the 36/86 Conference through any ‘TechCrunch website, and may not offer nor honor any special discounts to tickets for the 36/86 conference specifically designated for TechCrunch readers. Dismissal. In exchange for the terms of and representations in this Agreement, Pando agrees to file a request for dismissal of Lawsuit the within five (5) business days of the Agreement’s Effective Date, with each party to bear its own costs and attorney’ fees. No Admission. ‘This Agreement effects a settlement of claims that are disputed. This Agreement is a compromise of a dispute resulting from arms-length negotiations conducted by counsel for the Parties with the Parties’ full approval and consent and is entered into for the purpose of avoiding the expense and/or burden of litigation, Nothing in this Agreement is to be construed as an admission of liability on the part of either Party ‘Mutual Release, Upon execution of this Agreement, each of the Parties releases and forever discharges the other patty, their respective agents, attorneys, representatives, employees, successors, assigns, parents, subsidiaries, affiliates, heirs, executors, administrators, and each of them, from any and all claims, demands, controversies, actions, suits, proceedings, obligations, liabilities, fines, penalties, costs, expenses, attorneys’ fees, and damages of whatsoever character, nature or kind, in law or in equity, whether known or unknown, fixed or contingent, and liquidated or unliquidated, arising under ot regarding the Collaboration Agreement, provided, however, that the release set forth in this paragraph shall not encompass and shall expressly except from its scope the obligations of the Parties created pursuant to this Agreement and/or the surviving obligations set forth in Section 8.7 of the Collaboration Agreement, as clarified in Paragraph 2 of the November 11, 2014 Settlement Agreement. Advice of Counsel; Construction. The parties represent and warrant they have had advice of counsel of their own choosing in the review of this Agreement and therefore the notmal rule of construction to the effect that any ambiguities are to be resolved against the drafiing party shall not be employed in the interpretation of this Agreement. Governing Law; Prevailing Party Attorneys? Fees. This Agreement shall be governed by the laws of the State of Tennessee without regard to the choice of law principles thereof. In any litigation to enforce, interpret, consummate, or implement this Agreement, the prevailing party shall be entitled to recover its costs and expenses, inclading reasonable attorneys’ fees, incurred in connection with such a suit. Whether a Patty is a prevailing party for purposes of this provision shall be determined by the court before which such action is brought. 10, Entire Understanding. ‘This Agecement sets forth the entite understanding of the Parties and may be modified only by written instrument executed by both Parties. Aside from the express langtiage of this Agreement, the Settlement Agreement, and the | ‘express language of the Collaboration Agreement that remains in effect pursuant to the prior Setlement Agecement berween the Partie, there are io other agreements, expressed or implied, between the Patties. { 11. Captions. Captions to the paragraphs in this Agreement are solely for the convenience Of the Patties, re not pact of this Agreement, and shall not be used for the interpretation (of, ot for a detezmination of the validity of, this Agreement or any portion thercof. 12. Counterparts and Facsimile Transmission, ‘This Agreement may be executed in ‘counterpatts, and signaruses on the Agreement may be transmitted via facsimile ot electronic taansmission, Counterparts shall be considered one and the same Agreement, nd signatuees on facsimile or electronic copies shall have the same force and effect as original signatures, n, Each signatory hereto warrants and represents that s/he is duly authorized and empowered by his or her respective entity to execute this Agreement. ' Acknowledgment. ‘The Parties acknowledge that they have read the foregoing Agreement and now the contents thereof aud-agece that the vezms thereof are contractual and not by way of recital, that they sign this Agreement as their own free act, and that they are authorized to sign this Agreement. In WITNESS WHERROF, the Pasties exccuted this Agreement on the dates set forth below: ECHNOLOGY LOPMENT CORPORATION, inch Tennessee (“Launch TN”) on aaa Lode Name: Charlie Brock Title:President & CEO DATED: February 2015 PANDOMEDIA, ING. i By Name: Sarah Title: CEO | 10. Entire Understanding. This Agreement sets forth the entire understanding of the Parties and may be modified only by written instrument executed by both Parties. Aside from the express language of this Agreement, the Settlement Agreement, and the express language of the Collaboration Agreement that remains in effect pursuant to the prior Settlement Agreement between the Parties, there are no other agreements, expressed or implied, between the Parties. 11. Captions. Captions to the paragraphs in this Agreement are solely for the convenience of the Parties, are not part of this Agreement, and shall not be used for the interpretation of, of for a determination of the validity of, this Agecement or any portion thereof. 12. Counterparts and Facsimile Transmission. This Agreement may be executed in counterparts, and signatures on the Agreement may be transmitted via facsimile of electronic transmission, Counterparts shall be consideted one and the same Agreement, and signatures on facsimile or electronic copies shall have the same fotce and effect as original signatures. 13. Authorization, Each signatory hereto warrants and represents that s/he is duly authorized and empowered by his or her respective entity to execute this Agreement. Acknowledgment. ‘The Parties acknowledge that they have read the foregoing Agreement and know the contents thereof and agree that the terms thereof are contractual and not by way of recital, that they sign this Agreement as théir own free act, and that they are authorized to sign this Agreement. In WITNESS WHEREOF, the Parties executed this Agreement on the dates set forth below: DATED: Februaty__, 2015 ‘TENNESSEE TECHNOLOGY DEVELOPMENT CORPORATION, d/b/a/ Launch Tennessee (“LaunchTN") By: Name: Charlie Brock ‘Title: President & CEO DATED: Febracplh 2015 PANDQMEDIA, INC. By: Name’ Sarah Lacy Tile: CEO APPROVED AS TO FORM: PATTERSON INTELLECTUAL PROPERTY LAW, P.C, By. Paul C. Ney, Je mars Attorneys for TENNESSEE TECHNOLOGY DEVELOPMENT CORPORATION, /b/a/ Launch ‘Tennessee (“Launch TN”) BRYAN GAVE, r Roger Myst Attorneys for PandoMedia, Inc. 21751 6