Exhibit 10.2


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This
Settlement and Mutual Release Agreement
(the
"Agreement") is entered into
as of
this
23 day
of October 2015 between
and
among Plaintiff Mammoth West Corporation
d/b/a Mammoth Corporation ("Mammoth")
and Defendants Moon River Studios,
Inc. F/K/A
Medient Studios, Inc. ("MDNT"),
Joel Shapiro a/k/a
Jake Shapiro
("Shapiro"),
and FONU2,
Inc.
("FONU2") ("collectively the "Defendants").
Mammoth and each of
the Defendants may be referred to
as a
"Party" and collectively
they may be referred to
as
the "Parties".


 


WHEREAS,
Mammoth filed
a lawsuit against Defendants entitled Mammoth Corporation
v. Moon
River
Studios, et al., No.
15 L 616
in the Circuit Court
for the Nineteenth
Judicial Circuit
Lake County Illinois,
which
suit is
pending (the
"Lawsuit");


 


WHEREAS,
to avoid
protracted
litigation,
expense and inconvenience and to settle, compromise
and fully and finally resolve all outstanding
and potential matters between them,
Plaintiff
and Defendants
wish
enter into
this Agreement;


 


NOW,
THEREFORE,
in consideration
of the
mutual
promises
and covenants
set forth herein,
the receipt
and
sufficiency of which are
hereby acknowledged, the Parties
agree as
follows:


 


		1.	The
                                         foregoing recitals
                                         are incorporated
                                         into this
                                         Agreement
                                         for all purposes.



 


2.           In
full and complete
settlement and satisfaction
of the Lawsuit and
any and all
actual and/or potential
claims relating thereto,
FONU2 shall:


 


		a.	Issue
                                         to Mammoth
                                         Corporation
                                         at the
                                         same time
                                         as this
                                         Settlement
                                         Agreement,
                                         the
                                         Convertible
                                         Promissory Note (FONU Mammoth
                                         Note Number
                                         00l ) ("the
                                         Note");



 


		b.	The
                                         Note will
                                         be held
                                         by Mammoth
                                         and will
                                         be returned
                                         marked
                                         Paid, upon
                                         Mammoth
                                         receiving
                                         all payments
                                         indicated
                                         in this
                                         Section
                                         2 or, upon
                                         receipt of the
                                         Discounted
                                         Payment in the
                                         event Defendants
                                         prepay
                                         and receive
                                         a discount
                                         as described
                                         in Section
                                         4 of this
                                         Agreement.



 


		c.	FONlJ2
                                         will enter into
                                         a production
                                         agreement
                                         which shall
                                         be disclosed
                                         by FONU2,
                                         in a
                                         Form
                                         8-K filed
                                         with the SEC or
                                         in a
                                         press
                                         release,
                                         by October
                                         30, 2015;



 


		d.	Pay
                                         $15,000
                                         to Mammoth within 10 days of
                                         FONU2 entering
                                         into
                                         the pre
                                         production, but in
                                         no event
                                         later than
                                         December I,
                                         2015;



 


		e.	Pay
                                         $25,000
                                         to Mammoth
                                         one month
                                         after the
                                         Payment
                                         described
                                         in Section
                                         2(d)
                                         of this
                                         agreement,
                                         which
                                         shall be
                                         in no
                                         event
                                         later than
                                         January
                                         1,
                                         2016. In
                                         the event
                                         the payment
                                         is not
                                         made by
                                         January
                                         1,
                                         2016, a
                                         l0 day
                                         grace
                                         period shall
                                         apply before action
                                         is taken
                                         to enforce this
                                         Agreement;



 






     


     


    

 


		f.	Pay
                                         $25,000 to Mammoth
                                         one month
                                         after the
                                         Payment
                                         described
                                         in Section 2(e) of
                                         this agreement.
                                         which
                                         shall
                                         be in no event
                                         later
                                         than February 1,
                                         2016.
                                         In the
                                         event the payment
                                         is not
                                         made by February l, 20l6,
                                         a l0 day
                                         grace period shall
                                         apply
                                         before
                                         action
                                         is
                                         taken to
                                         enforce this Agreement



 


		g.	Pay
                                         $25,000
                                         to Mammoth
                                         one month
                                         after the
                                         Payment
                                         described
                                         in Section
                                         2(f)
                                         of this
                                         agreement which
                                         shall be in
                                         no event later than
                                         March
                                         1, 2016.
                                         In the
                                         event the
                                         payment
                                         is not
                                         made
                                         by March
                                         1, 2016,
                                         a l 0
                                         day grace
                                         period
                                         shall apply
                                         before
                                         action
                                         is
                                         taken to enforce
                                         th.is
                                         Agreement.



 


		h.	Pay
                                         $25,000
                                         to Mammoth
                                         one month
                                         after the
                                         Payment
                                         described
                                         in Section
                                         2(g) of
                                         this agreement,
                                         which
                                         shall
                                         be in
                                         no event later
                                         than April
                                         1, 2016.
                                         In the
                                         event
                                         the
                                         payment
                                         is not
                                         made
                                         by April
                                         l,
                                         20l
                                         6,
                                         a l 0 day
                                         grace
                                         period
                                         shall apply
                                         before
                                         action is
                                         taken to
                                         enforce
                                         this Agreement.



 


		i.	Pay
                                         the
                                         balance
                                         of FONU
                                         Mammoth
                                         Note Number
                                         001 one
                                         month after the
                                         Payment described
                                         in Section
                                         2(h)
                                         of this
                                         agreement,
                                         which shall
                                         be in
                                         no event
                                         later
                                         than May
                                         1, 2016.
                                          ln
                                         the event
                                         the payment
                                         is not
                                         made
                                         by May
                                         l, 20l6,
                                         a 10 day
                                         grace
                                         period
                                         shall
                                         apply
                                         before action
                                         is
                                         taken to
                                         enforce
                                         this
                                         Agreement.
	 	 	 
	 	j.	In
                                         the
                                         event any
                                         of
                                         the listed
                                         actions
                                         in this
                                         Section
                                         2 of
                                         the Settlement
                                         Agreement
                                         do
                                         not occur
                                         when due,
                                         then
                                         Section
                                         3 of this
                                         Agreement
                                         shall apply.



 


3.           The
Parties agree to have the Court retain jurisdiction for the sole purpose of enforcing the tem1s of this Agreement by entering
a judgment against Defendants in the amount of $140,000, less any payments received, plus interest and the costs of enforcing
this Agreement, including reasonable attorney fees in the event the terms of this Agreement are not followed.


 


4.           Prepayment
Incentive ("Discounted Payment"): Provided none of the payments described in Section 2 have been missed, Defendants
may prepay at any time and receive the following discount, with the number of days being measured from the date of the first payment
described in Section 2(d) of this Agreement:


 


	Discount:	If
    Paid within: 
	50%	  45
    Days
	40%	  90
    Days
	30%	120
    Days


 






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5.           Upon
receipt of all payments contemplated by this Settlement Agreement, in exchange for the promises, covenants and undertakings made
in this Agreement, Mammoth does hereby, forever, fully and finally release and discharge, Defendants and all their respective
officers, directors, employees, agents, attorneys, heirs, successors and assigns, if any, of and from any and all liabilities,
rights, claims, causes of action, agreements, bills, bonds, controversies, counterclaims, covenants, cross-claims, damages, debts,
demands, executions, indemnities, judgments, liens, notes, obligations, promises, suits, third- party actions, filed or untiled,
and sums of money whatsoever, and any and all claims arising from any one or more of the foregoing, whether in law or in equity,
known or unknown, liquidated or unliquidated, mature or contingent, including any matters that arise pursuant to any law, act,
statute or ordinance and including any claims, liabilities or damages relating to or arising from the Note, or any claims made
in or relating to the claims made in the Lawsuit.


 


6.           In
exchange for the promises, covenants and undertakings made in this Agreement, Defendants do hereby, forever, fully and finally
release and discharge Mammoth and its officers, directors. employees, agents, attorneys, heirs, successors and assigns, if any,
of and from any and all liabilities, rights, claims, causes of action, agreements, bills, bonds, controversies, counterclaims,
covenants, cross-claims, damages, debts, demands, executions, indemnities, judgments, liens, notes, obligations, promises, suits,
third- party actions, filed or unfiled, and sums of money whatsoever, and any and all claims arising from any one or more of the
foregoing, whether in law or in equity, known or unknown, liquidated or unliquidated , mature or contingent, including any such
matters that arise pursuant to any law, act, statute or ordinance and including any claims, liabilities or damages relating to
or arising from the Note, or any claims made in or relating to the claims made in the Lawsuit.


 


7.           The
acknowledgments, covenants, promises, recitals and releases made in this Agreement are made solely to compromise disputed claims
and are not ton be construed as an admission of liability on the part of any Party.


 


8.           Each
Party shall promptly take any and all action necessary, proper, or convenient and to promptly execute and deliver any and all
documents necessary, proper, and convenient to carry out and perform all of the provisions of this Agreement.


 


9.           This
Agreement may not be assigned without the express written consent of each Party, and any unauthorized assignment shall be null
and void, however nothing in this Section shall prohibit Mammoth from being able to assign the Note describe in Section 2(a) of
this Agreement.


 


10.         This
Agreement contains the entire agreement of the Parties, any and all prior agreements between the Parties are hereby superseded
and revoked, and no Party has relied on any agreement, statement or promise that is nor set forth in this Agreement.


 


11.         Each
Party has had the benefit of professional legal advice from the attorneys of his or its own choosing, is fully satisfied with
that advice, and has relied solely and completely upon his or its own judgment together with the independent professional advice
of his or its counsel in executing this Agreement, and has fully informed himself or itself of the contents, terms, conditions
and effects of this Agreement and has read and fully understands this Agreement.


 






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12.         This
Agreement is to be governed by, construed, and enforced in accordance with the laws of the State of Illinois.


 


13.         Wherever
and whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
the laws of the State of Illinois and any other applicable law.


 


14.         If
any provision of this Agreement is prohibited by or determined to be void or invalid under applicable law, such provision shall
be ineffective to the extent it is prohibited, void or invalid, without impacting the remainder of such provision or the remaining
provisions of this Agreement and shall not exclude or preclude the Parties from exercising any other rights or remedies provided
in this Agreement or by law.


 


15.         This
Agreement may be executed and transmitted by the Parties in counterparts, by email and/or by facsimile, each of which, for all
purposes, shall be considered an original.


 


16.         Any
notices, demands or other legal documents required, permitted or contemplated by this Agreement shall be in writing and may be
sent either to the street address or the email address listed below:


 


if
to Mammoth
, then
by email to:



 


Mammoth
Corporation


One
First Bank Plaza,
Suite 205



Lake
Zurich,
IL 60047


Email:
mammothcorp@hotmail.com


 


and
if to
Defendants:


 


Roger
Miguel,
CEO 


Jake
Shapiro 


FONU2,
Inc.


135
Goshen Road Ext. Suite
205


Rincon,
GA 31326


Email:
rogermiguel@fonu2.com


 


17.         Each
person signing this Agreement on behalf of a Party warrants and represents by his or her signature that he or she has the authority
to execute this Agreement on that Party's behalf.


 


18.         This
Agreement shall be binding on the heirs, successors, and assigns of each Party hereto.


 


19.         Each
Party shall cooperate fully and in good faith in carrying out the terms of this Agreement and effecting its purpose.


 






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20.         This
Agreement is to be construed according to the fair import of its language as a whole, and not to be construed in favor of or against
any of the Parties hereto.


 


21.         This
Agreement may be executed in counterparts which counterparts together shall have the same force and effect as a single original
executed by all the panics. A counterpart signed and sent electronically including, but not limited to, by facsimile or email,
and any reproduction of that counterpart including printing or photocopying the counterpart, shall be an original and binding
document.


 


IN
WITNESS W HEREOF, the Parties hereto, have caused this Agreement to be duly executed as of October 23, 2015.


 








	MAMMOTH WEST CORPORATION d/b/a	 
	MAMMOTH CORPORATION	 
	 	 
	By: 	 	 
	 	Brad Hare, President	 
	 	 	 
	FONU2, INC.	 
	 	 	 
	By: 	 	 
	 	Roger Miguel, CEO	 
	 	 	 
	JOEL (a/k/a JAKE) SHAPIRO, individually	 
	and MOON RIVER STUDIOS, INC.	 
	f/k/a Medient Studios, Inc.	 
	 	 
	By: 	 	 
	 	Joel (a/k/a Jake) Shapiro, Individually and as a 	 
	 	former Officer of MOON RIVER STUDIOS, 	 
	 	INC. f/k/a Medient Studios, Inc.	 




 


 


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