Exhibit 10.16


 





MAX-D


AUDIO
PERFECTED


Max
Sound Corporation 2902a Colorado Avenue Santa Monica, CA 90404


MAX-D
API AUDIO PROCESSOR


License
Subscription Agreement


HARDWARE,
API CODE, PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET AND KNOW-HOW


AN
AGREEMENT BY AND BETWEEN


 


	MAX
    SOUND CORPORATION	AND	LOOKHU
	(hereinafter
    called "LICENSOR")	 	(hereinafter
    called "LICENSEE")
	of
    2902A Colorado Avenue	 	8560
    Sunset Blvd, Suite 500
	Santa
    Monica, CA 90404	 	Los
    Angeles, CA 90069


Address
of LICENSEE for communications not otherwise specified:


	Licensee
    Name:	LOOKHU
	Attention:	Byron
    Booker
	Address:	8560
    Sunset Blvd, Suite 500
		Los
    Angeles, CA 90069 
	Telephone:	310.251.8238


LICENSOR's
bank and account number for wire transfer of royalty payments:


	Bank:	Bank
of America
	Bank
    Address: 	3535
    Del Mar Heights Road San Diego, CA 92130
	Bank
    Telephone: 	
	Account
    Name:	858-794-3440

Max
    Sound Corporation
	Account
    Address: 	10685
    B Hazelhurst Drive Houston, TX 77043 
	Account
    Number:	2351376568
	ABA
    Number:	026009593


 


SIGNATURES:


 





	On
    behalf of:	LICENSOR	LICENSEE
	Signature	/s/Greg
    Halpern	/s/Byron
    Booker
	Name:	Greg
    Halpern	Byron
    Booker
	Title:	Chairman
    / CFO	COO
	Date:	06
    / 16 / 2014	 
	Witnessed
    by Name:	Paul
    Myers	Barry
    Johnson
	Witnessed
by Signature:

                                                                                 
	/s/Paul
    Myers	/s/Barry
    Johnson







 


 


Effective
Date of Agreement: June 16, 2014


 






    	 



    	 



    




 


 


APPENDIX
F — LICENSE & ROYALTY AMOUNT SCHEDULE


Table
Dl— Guaranteed Quarterly Minimum Royalty Payment Schedule — (WAIVED


 


	LICENSE
                                         FEE: Upon execution of this Agreement, LICENSEE will pay to LICENSOR an upfront license
                                         fee of Waived, followed by Fee Waived monthly payments of
                                         Waived thereafter, for a total of Waived.

         
	MONTHLY
                                         ROYALTY FEE: LICENSEE will pay LICENSOR $.25 per month per paid subscription to the
                                         Licensed Product and 4% of the Net Revenue collected by LICENSEE from advertising on
                                         the Licensed Product. Net Revenue shall mean
                                         all advertising revenue actually collected by LICENSEE from advertising on the Licensed
                                         Product minus all customary deductions in the advertising industry including artist revenue
                                         sharing and sales commissions, but specifically not including fixed costs such as overhead.
                                         All payments hereunder relating to subscriptions are due LICENSOR 15 business days after
                                         the last day of the month in which they were collected (aka 4-week period), while payments
                                         on advertising shall be due LICENSOR 15 business days after the last day of the applicable
                                         quarter in which they were collected (aka 3 month period).

        TERM:
        This Fee structure shall remain in place for the life of the agreement, unless the parties mutually agree in
        writing to other terms in the future.

         






	Q1

         
	Q2

         
	Q3

         
	Q4

         
	45

         
	46

         
	Q7

         
	Q8Total

         

	$
    Waived	$
    Waived	$
                                         Waived

         
	$
                                         Waived

         
	$
                                         Waived

         
	$
                                         Waived

         
	$
                                         Waived

         
	$
                                         Waived

         



 


APPENDIX
G — REVENUE SHARE AMOUNT SCHEDULE FOR MUSIC SALES


 


Email
address of LICENSOR for transmission of monthly royalty reports: greg@maxsound.com


 


	REVENUE
SHARE: The current proposed Revenue Share is from the sales of digital music or songs, from a Music Store Website area that
is associated to the LOOKHU software player.

                                                                                                                                                                                    

                                                                                                                                                                                   Licensor
and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of goods sold (COGS) and transaction
fees are deducted. 
	PAYMENT
SCHEDULE: Licensor will pay Licensee monthly with an accounting of receipts.

                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                      TERM: This Fee structure shall remain in
place for the life of the agreement, unless the parties mutually agree in writing to other terms in the future.

         







 









    	2



    	 



    




 


INDEX


Preamble


1.    
DEFINITIONS


1.1.
- "LICENSOR"


1.2.
-"LICENSEE"


1.3.
-"Intellectual Property" 1.4. -"MAXD API"


1.5.
- "MAXD API Specification" 1.6. - "Licensed Trademark" 1.7. - "Licensed Product"


1.8 -
"Licensed Deliverables" 1.9 - "Derivative Works"


1.10
- "Licensed Works"


1.11
- "Know How"


1.12
- "Sensitive Information" 1.13 - "Licensor's Trademarks" 1.14 - "License Fee"


1.15
- "Other-Trademark Purchaser" 1.16 - "Effective Date"


2.    
LICENSES GRANTED


3.    
OTHER OBLIGATIONS OF LICENSEE AND LICENSOR 3.1 - Use of Licensed Trademarks


3.2
- Ownership of the Licensed Trademarks


3.3-
Maintenance of Trademark Rights


3.4
- Trademark Enforcement


3.5
- Other-Trademark Purchasers


3.6
- Copyright Notice


3.7
- License Notice


3.8 -
Furnishing of Deliverables and Know-How


3.9 -
Use of Know-How and Sensitive Information 3.10 - Confidential Material


4.    
PAYMENTS


4.1 -
Initial Payment 4.2 - Royalties


4.3
- Payments amd Statements


4.4
- Revenue Share


4.5
- Books and Records


4.6
- Rights of Inspecting Books and Records


5.          
STANDARDS OF MANUFACTURE AND QUALITY 5.1
- Standardization and Quality


5.2
- Right to Inspect Quality


6.    
TERMINATION AND EFFECT OF TERMINATION 6.1 - Expiration of Agreement


6.2
- Termination For Cause


6.3
- Effect of Termination


7.    
LIMITATIONS OF RIGHTS AND AUTHORITY


7.1
- Limitation of Rights


7.2
- Limitation of Authority


7.3
- Disclaimer of Warranties and Liability; Hold Harmless 7.4 - Limitation of Assignment by LICENSEE


7.5
- Compliance with U.S. Export Control Regulations


8. 
MISCELLANEOUS PROVISIONS 8.1-
Language of Agreement; Language of Notices


8.2 - Stability
of Agreement 83 - Public Announcements 8.4 - Address of LICENSEE and LICENSOR for all Other Communications


8.5
- Applicable Law


8.6
- Choice of Forum; Attorneys' Fees


8.7 -
Construction of Agreement 8.8 - Captions


8.9 -
Singular and Plural 8.10 - Complete Agreement 8.11 - Severability


8.12
- Company Representation and Warranty


8.13
- Execution


9.
APPENDICES


Appendix
A - MAX SOUND MAX-D API AUDIO PROCESSOR


Appendix
B - TYPICAL SPECIFICATIONS FOR MAX SOUND MAX-D API


Appendix
C — MAX SOUND MAX-D API LICENSEE INFORMATION MANUAL


Appendix
0— MAX SOUND logos and trademarks


Appendix
E — Deliverables


Appendix
F - LICENSE and ROYALTY SCHEDULE AMOUNT (located on second page)


Appendix
G - REVENUE SHARE AMOUNT SCHEDULE FOR MUSIC SALES (located on second page)


 






    	3



    	 



    


 





LICENSE
AGREEMENT


 


WHEREAS,
LICENSOR is an innovator in the field of audio signal processing systems and has developed applications directed to improvements
and enhancements in audio recording, playback, and related areas;


 


WHEREAS,
LICENSOR desires to license certain of its Intellectual Property and know-how, specified herein, to LICENSEE for use with certain
of LICENSEE'S products, specified herein; and


 


WHEREAS,
LICENSEE is engaged in distributing content;


 


WHEREAS,
LICENSEE represents that it can develop a substantial market for content and services identified with LICENSOR's trademarks
and using LICENSOR'S licensed technology as provided herein;


 


WHEREAS,
LICENSOR is willing to grant LICENSEE a license under the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, LICENSOR and LICENSEE agree as follows:


 


SECTION
1- DEFINITIONS


 


1."LICENSOR"
means MAX SOUND CORPORATION, a Delaware corporation, with its principle place of business in Santa Monica, California, and its
successors and assigns.


 


2."LICENSEE"
means any entity so identified in this Agreement and its successors and assigns.


 


3."Intellectual
Property" means all patent, trademark, copyright and trade secret rights recognized by law in connection with this Agreement.


 


4."MAX-D
API" means an API (Application Programming Interface) version of LICENSOR's Intellectual Property protected and protectable
and/or proprietary audio processing system that is suitable for use in appropriate platforms with different products, such as
the Licensed Product, to achieve audio improvement and enhancement.


 


5."MAX-D
API Specification" means the specifications for the MAX-D API, which include the MAX-D API operating parameters as specified
in Appendix B entitled "MAX-D API," and the "Specifications for MAX SOUND MAX-D API" as specified in Appendix
C, of this Agreement.


 


6."Licensed
Trademark" means one or more of the following:


a.
the word mark "MAX-D" and MAX SOUND


b.
the MAX-D Logo, which is also referred to as the "MAX-D symbol", depicted in Appendix D of this Agreement)


c.
The Max-D trade dress corresponding to its "look and feel"


 


7."Licensed
Product" means a complete ready-to-use professional software or hardware package which:


1.
contains one MAX-D AUDIO PROCESSOR API;


2.
is designed to encode audio channels from digital or analog sources into a MAX-D processed bit stream when running on a suitable
hardware platform;


3.
is used as an audio processor in LOOKHU's licensed internal processing server and delivered via the LOOKHU's licensed player,
network, owned or otherwise operated by LICENSEE.


 



    	4



    	 



    

 





Processors
that execute the MAX-D API in Licensed Products must be certified by LICENSOR as adequate to perform the required function. There
will be no stand-alone software package including the MAX-D API made available other than the Licensed Product.


 


8."Licensed
Works" shall mean all licensed rights owned by LICENSOR, or owned by others to which MAX SOUND has a right to sublicense,
which may be used for the development, design, manufacture, sale, or other use of Licensed Products.


 


9."Derivative
Works" - shall mean any product, processes or other works derived from or based on any of the Licensed Works regardless of
format or form.


 


10."LICENSOR
Deliverables" shall mean any and all items delivered by LICENSOR to LICENSEE which enable LICENSEE to design and test Licensed
Products, including:


 


a.
MAX-D API audio processor code in "C++", of the current revision,


b.
Documentation accompanying said code,


 


11."Know-How"
means Intellectual Property protected and protectable information, as well as skills, experience, and other know-how, recorded
or unrecorded, accumulated and owned by either party, relating to the Licensed Products, including designs, drawings, reports,
memoranda, blue-prints, specifications.


 


12."Sensitive
Information" means Know-How, and proprietary business information including marketing information, product plans, business
plans, royalty, and sales information, customer lists and the like.


 


13."LICENSOR's
Trademarks" means any trade name, logo, service mark or trade dress used and/or owned by LICENSOR.


 


14.License
Fee means a license fee corresponding to the processing of LICENSEE's licensed audio content manufactured, used, leased, sold
or otherwise disposed of by LICENSEE.


 


15."Other-Trademark
Purchaser" means any customer of LICENSEE who, with LICENSEE's knowledge, intends to resell, use or lease the Licensed Products
under a trademark other than LICENSOR's Trademarks.


 


16."Effective
Date" means the effective date of this Agreement and is the date of execution this Agreement, or, if this Agreement requires
validation by any governmental or quasi-governmental body, the "Effective Date" is the date of validation of this Agreement.


 


SECTION
2 - LICENSES GRANTED


 


LICENSOR
hereby grants LICENSEE an individual non-transferable, indivisible and non-exclusive worldwide license as set forth in this Agreement.


 


1.   
LICENSEOR hereby grants LICENSEE the right, but not the obligation, to embed, upload, make and/or use, but not modify, the MAX-D
API audio processor on LICENSEE's application, for the sale of the Licensed Product to end users (either directly or through third
party distributors), for such end users use of the MAX-D API audio processor in day to day use of the Licensed Product. LICENSOR
further grants LICENSEE the right, subject to the terms and conditions of this Agreement, to market and promote the Intellectual
Property and its availability on the Licensed Product.


2.   
LICENSOR further grants LICENSEE the right to distribute but not modify, the Licensed Works in order to make available to end
users the Licensed Works via the Licensed Product.


3.   
LICENSEE can use, but not modify, the Licensed Works (including the MAX SOUND MAX-D API audioprocessor) in order to process their
licensed content in MAX-D and can run on Licensed Products, for processors designated as adequate by LICENSOR.


 






    	5



    	 



    

 





		a.	To
                                                                                                                                market,
                                                                                                                                sell,
                                                                                                                                distribute,
                                                                                                                                maintain,
                                                                                                                                and
                                                                                                                                support
                                                                                                                                the
                                                                                                                                Derivative
                                                                                                                                Works
                                                                                                                                in
                                                                                                                                API
                                                                                                                                format
                                                                                                                                only.



		b.	Notwithstanding
                                                                                                                                the
                                                                                                                                licenses
                                                                                                                                granted
                                                                                                                                above,



		a.	no
                                                                                                                                                     license
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     under
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     to
                                                                                                                                                     lease,
                                                                                                                                                     sell,
                                                                                                                                                     transfer,
                                                                                                                                                     or
                                                                                                                                                     otherwise
                                                                                                                                                     dispose
                                                                                                                                                     of
                                                                                                                                                     any
                                                                                                                                                     subset
                                                                                                                                                     or
                                                                                                                                                     portion
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     Licensed
                                                                                                                                                     Product,
                                                                                                                                                     partially
                                                                                                                                                     assembled
                                                                                                                                                     products,
                                                                                                                                                     products
                                                                                                                                                     in
                                                                                                                                                     kit
                                                                                                                                                     form,
                                                                                                                                                     and
                                                                                                                                                     knocked-down
                                                                                                                                                     or
                                                                                                                                                     semi-knocked-down
                                                                                                                                                     products;



		b.	no
                                                                                                                                                     license
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     under
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     to
                                                                                                                                                     use
                                                                                                                                                     any
                                                                                                                                                     Licensed
                                                                                                                                                     Trademark
                                                                                                                                                     in
                                                                                                                                                     connection
                                                                                                                                                     with
                                                                                                                                                     offering
                                                                                                                                                     for
                                                                                                                                                     sale
                                                                                                                                                     or
                                                                                                                                                     in
                                                                                                                                                     advertising
                                                                                                                                                     and/or
                                                                                                                                                     informational
                                                                                                                                                     material
                                                                                                                                                     relating
                                                                                                                                                     to
                                                                                                                                                     any
                                                                                                                                                     Licensed
                                                                                                                                                     Product
                                                                                                                                                     which
                                                                                                                                                     is
                                                                                                                                                     not
                                                                                                                                                     marked
                                                                                                                                                     as
                                                                                                                                                     provided
                                                                                                                                                     in
                                                                                                                                                     this
                                                                                                                                                     Agreement;



		c.	no
                                                                                                                                                     license
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     under
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     with
                                                                                                                                                     respect
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     use
                                                                                                                                                     of
                                                                                                                                                     any
                                                                                                                                                     Licensed
                                                                                                                                                     Trademark
                                                                                                                                                     on
                                                                                                                                                     or
                                                                                                                                                     in
                                                                                                                                                     connection
                                                                                                                                                     with
                                                                                                                                                     products
                                                                                                                                                     other
                                                                                                                                                     than
                                                                                                                                                     Licensed
                                                                                                                                                     Products;



		d.	no
                                                                                                                                                     right
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     with
                                                                                                                                                     respect
                                                                                                                                                     to
                                                                                                                                                     LICENSOR's
                                                                                                                                                     Intellectual
                                                                                                                                                     Property,
                                                                                                                                                     except
                                                                                                                                                     with
                                                                                                                                                     respect
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     use
                                                                                                                                                     of
                                                                                                                                                     said
                                                                                                                                                     property
                                                                                                                                                     as
                                                                                                                                                     provided
                                                                                                                                                     in
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     on
                                                                                                                                                     and
                                                                                                                                                     in
                                                                                                                                                     connection
                                                                                                                                                     with
                                                                                                                                                     Licensed
                                                                                                                                                     Products;
                                                                                                                                                     and



		e.	no
                                                                                                                                                     license
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     to
                                                                                                                                                     sell,
                                                                                                                                                     distribute,
                                                                                                                                                     lease,
                                                                                                                                                     rent
                                                                                                                                                     or
                                                                                                                                                     otherwise
                                                                                                                                                     dispose
                                                                                                                                                     of
                                                                                                                                                     Licensed
                                                                                                                                                     Derivative
                                                                                                                                                     Works
                                                                                                                                                     that
                                                                                                                                                     are
                                                                                                                                                     not
                                                                                                                                                     linked
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     sale
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     specific
                                                                                                                                                     Licensed
                                                                                                                                                     Product;
                                                                                                                                                     and



		f.	no
                                                                                                                                                     right
                                                                                                                                                     to
                                                                                                                                                     grant
                                                                                                                                                     sublicenses
                                                                                                                                                     other
                                                                                                                                                     than
                                                                                                                                                     end-user
                                                                                                                                                     licenses
                                                                                                                                                     specifically
                                                                                                                                                     allowed
                                                                                                                                                     under
                                                                                                                                                     Section
                                                                                                                                                     2
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     under
                                                                                                                                                     this
                                                                                                                                                     Agreement.



			



 SECTION
3- OTHER OBLIGATIONS OF THE LICENSOR AND LICENSEE


 


		3.1	–
                                                                                                                                       Use
                                                                                                                                       of
                                                                                                                                       Licensed
                                                                                                                                       Trademarks



 


		1.	LICENSEE's
                                                                                                                          use
                                                                                                                          of the
                                                                                                                          LICENSOR'S
                                                                                                                          Intellectual
                                                                                                                          Property
                                                                                                                          rights
                                                                                                                          shall
                                                                                                                          be subject
                                                                                                                          to the
                                                                                                                          obligations
                                                                                                                          of this
                                                                                                                          Agreement
                                                                                                                          as well
                                                                                                                          as additional
                                                                                                                          provisions,
                                                                                                                          which
                                                                                                                          LICENSOR
                                                                                                                          may
                                                                                                                          issue
                                                                                                                          from
                                                                                                                          time
                                                                                                                          to time
                                                                                                                          subject
                                                                                                                          to the
                                                                                                                          following
                                                                                                                          procedure:



 


I)
LICENSOR shall provide reasonable advance notice of any additional provisions which LICENSOR desires to incorporate into this
Agreement;


 


II)If
LICENSEE does not object to such provisions in writing within ten (10) days of receipt of such notice, said provisions shall be
incorporated into this Agreement within a reasonable time of receipt of notice;


 


III)
If LICENSEE notifies LISENSOR that LICENSEE objects to any additional provisions that LICENSOR desires to incorporate, the parties
shall negotiate in good faith a mutually agreeable compromise;


 


IV)
In the event that the parties cannot mutually agree with respect to such additional provisions, either party may terminate this
Agreement upon ninety (90) days prior written notice.


 


		2.	LICENSEE
                                                                                                                          shall
                                                                                                                          comply
                                                                                                                          with
                                                                                                                          the
                                                                                                                          requirements
                                                                                                                          of the
                                                                                                                          terms
                                                                                                                          of this
                                                                                                                          Agreement
                                                                                                                          and,
                                                                                                                          subject
                                                                                                                          to Section
                                                                                                                          3.1
                                                                                                                          above,
                                                                                                                          such
                                                                                                                          additional
                                                                                                                          provisions
                                                                                                                          as LICENSOR
                                                                                                                          may
                                                                                                                          issue
                                                                                                                          from
                                                                                                                          time
                                                                                                                          to time,
                                                                                                                          and
                                                                                                                          shall,
                                                                                                                          take
                                                                                                                          all
                                                                                                                          commercially
                                                                                                                          reasonable
                                                                                                                          measures,
                                                                                                                          and
                                                                                                                          subject
                                                                                                                          to all
                                                                                                                          applicable
                                                                                                                          laws,
                                                                                                                          ensure
                                                                                                                          that
                                                                                                                          its
                                                                                                                          subsidiaries,
                                                                                                                          agents,
                                                                                                                          distributors,
                                                                                                                          and
                                                                                                                          dealers
                                                                                                                          throughout
                                                                                                                          the
                                                                                                                          world
                                                                                                                          comply
                                                                                                                          with
                                                                                                                          such
                                                                                                                          requirements.



 


		3.	LICENSEE
                                                                                                                          shall,
                                                                                                                          to the
                                                                                                                          extent
                                                                                                                          commercially
                                                                                                                          reasonable,
                                                                                                                          prominently
                                                                                                                          mark
                                                                                                                          the
                                                                                                                          user
                                                                                                                          interface
                                                                                                                          to the
                                                                                                                          Licensed
                                                                                                                          Product
                                                                                                                          in the
                                                                                                                          following
                                                                                                                          way:
                                                                                                                          "MAX-D,
                                                                                                                          Audio
                                                                                                                          Perfected"
                                                                                                                          as shown
                                                                                                                          in the
                                                                                                                          logo
                                                                                                                          in Appendix
                                                                                                                          D.



 


4.The
mark identified in Section 3, may also be used at least once in a prominent manner in all advertising and promotions for such
Licensed Products; to the extent commercially reasonable, such usages shall be no less prominent and in the same relative size
and proportion as the most prominent third party other trademark(s) appearing on such Licensed Product or in the advertising and
promotion thereof.


 






    	6



    	 



    

 


5.LICENSEE
may not use the Licensed Trademarks in advertising and promotion of a product not marked in accordance with the requirements of
this Section.


 


6.In
every instance of use of a Licensed Trademark, LICENSEE shall provide public notice that such Licensed Trademark is a trademark
by using the superscript letters "'I" after the respective trademark, or, in case of a registered mark, by use of the
trademark registration symbol "®" (the capital letter R enclosed in a circle) as a superscript after the respective
trademark. LICENSOR shall inform LICENSEE as to which notice form is used and shall provide a digital file (in .jpeg format, or
such other format as mutually agreed to by the parties) of the same. Use of the above referenced file by LICENSOR shall be deemed
compliance with this Section.


 


7.LICENSEE
shall use its commercially reasonable efforts to ensure that the appropriate trademark notices, as set forth in this Section,
appear in advertising or promotion at the retail level.


 


8.LICENSOR's
ownership of Licensed Trademarks shall be prominently disclosed and indicated in each instance of use by LICENSEE, whether use
is on a product or on descriptive, instructional, advertising, or promotional material, by the most relevant of the following
identifications:


a.
'MAX-D' is a trademark of MAX SOUND",


b.
"The logo symbol is a trademark of MAX-D",


c.
"MAX SOUND' and "MAX-D" are trademarks of MAX SOUND."


 


On
Licensed Products or Appropriate Electronic Web Pages and/or Customer Interfaces, such words may be used on an exposed surface
and at the beginning and end of a MAX-D processed video. LICENSEE shall use commercially reasonable efforts to ensure that such
an acknowledgment appears in advertising at the retail level.


 


9.Licensed
Trademarks shall always be used in accordance with all applicable laws and regulations pertaining to their use.


 


10.In
no event shall LICENSEE use the Licensed Trademark in any way that suggests or connotes that it is a common, descriptive or generic
designation. Whenever "MAX SOUND" or "MAX-D" is used, the letters shall be upper-case. "MAX SOUND"
or "MAX-D" shall only be used as an adjective referring to an audio product and shall not be used as a noun or in any
other usage, which may be associated with a generic use of the terms. In descriptive, instructional, advertising, or promotional
material or media relating to Licensed Products, LICENSEE must use the Licensed Trademarks and expressions which include the Licensed
Trademark "MAX SOUND" or "MAX-D" is used, with an appropriate generic or descriptive term (e.g. "powered
by MAX SOUND", "MAX-D HD AUDIO", etc.), with reference to Licensed Products and their use.


 


11.All
uses of the Licensed Trademarks are subject to reasonable approval by LICENSOR. LICENSOR reserves the right to require LICENSEE
to submit proposed uses to LICENSOR for written approval prior to actual use, provided that failure to timely respond to a submission
shall be deemed approval. Upon request of LICENSOR, LICENSEE shall submit to LICENSOR samples of its own usage of the Licensed
Trademarks and usage of the Licensed Trademarks by its subsidiaries, agents, distributors, and dealers.


 


12.Licensed
Trademarks shall be used in a manner that appropriately distinguishes them from other trademarks, service marks, symbols or trade
names, including LICENSEE's Trade Name and Trademarks.


 


13.LICENSEE
may only use the Licensed Trademarks on and in connection with products that meet LICENSOR's quality standards.


 


14.LICENSEE
may not use the Licensed Trademarks on and in connection with products other than Licensed Products.


 






    	7



    	 



    

 


3.2
- Ownership of the Licensed Trademarks


 


15.LICENSEE
acknowledges the validity and exclusive ownership by LICENSOR of the Licensed Trademarks.


 


16.LICENSEE
acknowledges that it neither owns nor claims any rights in the Licensed Trademarks and will not file any application for registration
of the Licensed Trademarks, or any names or marks confusingly similar to the Licensed Trademarks, anywhere in the world.


 


3.3
- Maintenance of Trademark Rights


 


17.The
expense of obtaining and maintaining Licensed Trademark registrations shall be borne by LICENSOR. LICENSOR, as it deems necessary,
will advise LICENSEE of the grant of registration of such trademarks. LICENSEE and LICENSOR will comply with all applicable laws
and requirements pertaining to the maintenance of the Licensed Trademarks, including the marking with notice of registration and
the recording of LICENSEE as a registered or licensed user of such trademarks. The expense of registering or recording LICENSEE
as a registered user or otherwise complying with the laws of any country pertaining to such registration or the recording of trademark
agreements shall be borne by LICENSOR. LICENSEE shall advise LICENSOR of all countries where Licensed Products are sold, leased
or used.


 


3.4
- Trademark Enforcement


 








18.LICENSEE
shall immediately inform LICENSOR of all infringements, potential or actual, which it may learn of, of the Licensed Trademarks.
It shall be the exclusive responsibility of LICENSOR, at its own expense, to terminate, compromise, or otherwise act at its discretion
with respect to such infringements. LICENSEE agrees to reasonably cooperate with LICENSOR by furnishing, without charge, except
out-of-pocket expenses, such evidence, documents and testimony as may be required therein.


 


3.5
 Other-Trademark Purchasers


 


19.To
the extent only that technical standardization, equipment or signal source interchangeability, product identification and usage
of the Licensed Trademarks are affected, the following conditions shall apply if LICENSEE sells or leases Licensed Products on
a mass basis to an Other-Trademark Purchaser who does not hold a license with terms and conditions substantially similar to this
Agreement. LICENSEE shall inform LICENSOR of the name, place of business, trademarks, and trade names of the Other-Trademark Purchaser
before such Other-Trademark Purchaser sells, leases, or uses Licensed Products. LICENSEE shall obtain agreement from such Other-Trademark
Purchaser not to modify, install, use, lease, sell, provide written material for or about, advertise, or promote Licensed Products
in any way which is in conflict with any provision of this Agreement. It shall be the responsibility of LICENSEE to inform the
Other-Trademark Purchaser of the provisions of this Agreement, to notify such Other- Trademark Purchaser that the provisions of
this Agreement shall be applicable, through LICENSEE, in the same way as if the Licensed Products were sold by LICENSEE under
LICENSEE's Trade Names and Trademarks, to ensure by all reasonable means that such provisions are adhered to and, if requested
by LICENSOR, to provide to LICENSOR samples on a loan basis of the Other-Trademark Purchaser's embodiment of the Licensed Products,
as well as copies of such Other-Trademark Purchaser's advertising, public announcements, literature, instruction manuals, and
the like.













 


		3.6	-
                                                                                                                                    Copyright
                                                                                                                                    Notice



 


20.
As applicable, LICENSEE shall provide the following copyright notice to all public distributions and disclosures of its LICENSE
under this Agreement.


 


This
product contains "MAX-D HD AUDIO" protected under international and U.S. copyright laws. It's reproduction or disclosure,
in whole or in part, or the production of works directly or indirectly derived therefrom without the express permission of MAX
SOUND is prohibited. © 2010-2014 MAX SOUND Corporation. All rights reserved.


 






    	8



    	 



    




 





	3.7	-
                                                                                                License Notice








 


	21.	On
                                      all Licensed Products, LICENSEE shall acknowledge that MAX SOUND is used under license from
                                      LICENSOR.The following notice shall be provided by LICENSEE within the Licensed Products
                                      application: "MAX-D HD AUDIO' under license from MAX SOUND". Such notice shall
                                      also be used in all instruction and servicing manuals.














 





3.8
- Furnishing of Licensor Deliverables and Know-How


 


22.
Subject to export regulations and provisions of the United States government or any other applicable domestic or foreign jurisdiction,
LICENSOR will promptly, following the Effective Date, furnish to LICENSEE:


 


a.
The Licensor Deliverables, copies of all documents and things evidencing the Know-How;


b.
Upon request by LICENSEE, provide, as LICENSOR deems reasonable, NRE (Non-Recurring Engineering costs) consulting services regarding
design considerations and general advice relating to the Licensed Products and the sale and use thereof, for all of which LICENSEE
will also reimburse LICENSOR for travel and reasonable per diem expenses if applicable: and


c.
Such other reasonable assistance, material, information and so on, as may be reasonably necessary for LICENSOR to deliver the
Licensed Product application with MAX-D API to consumers as contemplated under this Agreement.


 


3.8
- Use of Know-How and Sensitive Information


 


By
LICENSEE


 


23.LICENSEE
shall use all Know-How and Sensitive Information solely for the purpose of manufacturing and selling Licensed Products under this
Agreement and shall not use such information in an unauthorized way, and shall not divulge such Know-How or Sensitive Information
or any portion thereof to third parties, unless such Know-How or Sensitive Information (a) was known to LICENSEE prior to its
obtaining the same from LICENSOR; (b) becomes known to LICENSEE from sources other than either directly or indirectly from LICENSOR;
or (c) becomes public knowledge other than by breach of this Agreement by LICENSEE.


 


24.Upon
termination of this Agreement, with respect to Know-How or Sensitive Information, LICENSEE shall promptly return to LICENSOR,
at LICENSEE's expense, all documents and things supplied to LICENSEE as Know-How, as well as all copies and reproductions thereof.


 


By
LICENSOR


25.LICENSOR
hereby agrees that throughout the term of this Agreement it shall not divulge to third parties, nor use in any unauthorized way
Confidential Information and Know-How belonging to LICENSEE, unless such information (a) was known to LICENSOR prior to its obtaining
the same from LICENSEE; (b) becomes known to LICENSOR from sources other than either directly or indirectly from LICENSEE, or
(c) becomes public knowledge other than by breach of this Agreement by LICENSOR; or (d) is independently developed by LICENSOR.
The obligations of this Section shall cease three (3) years from the date on which such know-how or confidential information is
acquired by LICENSOR from LICENSEE under this Agreement.


 


3.10
- Confidential Material


26.All
Deliverables by either party to the other are confidential and will be treated as such the receiving party and all that are under
its direction and control. Each party agrees to reproduce and/or internally disseminate these materials only on an "as needed"
basis to the extent necessary according to the terms of the Agreement and to obtain confidentiality agreements from those to whom
it provides such information. Neither party shall disclose such information to individuals or entities that do not maintain an
employment or work for hire relationship with the receiving party. Each party shall keep a record of each copy made of such information
and shall permit the other to access to said record at times and places as reasonably necessary.


 






    	9



    	 



    


 


SECTION
4- PAYMENTS


4.1
- Initial Payment


4.2
- Royalties (WAIVED)


2. Subject
to the provisions of this section, LICENSEE shall pay to LICENSOR
royalties on Licensed Products, which are processed by LICENSEE. The royalty payable shall be based on Waived Percent of the GROSS
Revenue generated by LICENSEE in successive calendar months from the effective date hereof, as detailed in the schedule given
in Appendix D of this Agreement. Subject to the provisions of this section, LICENSEE shall pay to LICENSOR royalties on the Derivative
Works processed by or for LICENSEE and incorporated in Licensed Products which are used, sold, leased, or otherwise disposed of
by LICENSEE. The royalty payable shall be based on the schedule as detailed in hereinbefore defined, contained in Licensed
Products, which are processed, by LICENSEE in successive calendar months from the effective date hereof, based on the schedule
given in Appendix D of this Agreement.


 


4.3
- Payments and Statements


 


3.Unless
provided otherwise in this Agreement, LICENSEE shall render statements and payments as follows:


a.LICENSEE
shall deliver to the address shown on the cover sheet of this Agreement or such place as LICENSOR may from time to time designate,
monthly or quarterly, as applicable, reports certified by LICENSEE's chief financial officer or the officer's designate within
15 days after each month end.


b.Alternatively,
such reports may be delivered by emailing them to LICENSOR's email address shown on the cover sheet of this Agreement or such
other physical or electronic addresses as LICENSOR may from time to time designate. Royalty payments are due for each month or
quarter, as applicable, at the same time as each monthly or quarterly report, as applicable, and shall be made by wire transfer
in United States funds to LICENSOR's bank as identified on the cover sheet of this Agreement or such other bank as LICENSOR
may from time to time designate. LICENSEE shall pay all local fees, taxes, duties, or charges of any kind and shall not deduct
them from the royalties due unless such deductions may be offset against LICENSOR's own tax liabilities. Each monthly or quarterly
report, as applicable, shall contain such information as is reasonably necessary to substantiate any payments due hereunder.


c.Any
remittance in excess of royalties due with respect to the calendar month for which the report is due shall be applied by LICENSOR
to the next payment due.


d.
LICENSEE's first report shall be for the month following
payment for the first subscription (or advertising revenue actually received) of Licensee's Licensed Product following execution
of this Agreement.


e.LICENSEE
shall deliver a final report and payment of royalties to LICENSOR certified by LICENSEE's chief financial officer or the officer's
designate within 30 days after termination of this Agreement throughout the world. Such a final report shall include a report
of all royalties due with respect to Licensed Products not previously reported to LICENSOR. Such final report shall be supplemented
at the end of the next and subsequent months, in the same manner as provided for during the Life of the Agreement, in the event
that LICENSEE learns of any additional royalties due.


 






    	10



    	 



    

 


f.LICENSEE
shall pay interest to LICENSOR from the due date to the date payment is made of any overdue royalties or fees, including the Initial
Payment, at the rate of 2% above the prime rate as is in effect from time to time at the bank identified on the cover page of
this Agreement, or another major bank agreed to by the LICENSOR and LICENSEE in the event that the identified bank should cease
to exist, provided however, that if the interest rate thus determined is in excess of rates allowable by any applicable law, the
maximum interest rate allowable by such law shall apply.


 


4.4
- REVENUE SHARE TERMS


 


4.5
- Books and Records





	REVENUE
                           SHARE: The current proposed Revenue Share is from the sales
                           of digital music or songs, from the Music Store Website area that is
                           associated to the LOOKHU software player.

                           Licensor
                           and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of
                           goods sold (COGS) and transaction
                           fees are deducted.




	PAYMENT
                           SCHEDULE: Licensor will pay Licensee monthly with an accounting
                           of receipts.

        TERM:
        This Fee structure shall remain in place for the life of the agreement,
        unless the parties mutually agree in writing to other terms in
        the future.

        (Music
        Download Distribution Agreement to be signed under separate cover)



 


4.LICENSEE shall keep complete books and records of all sales, leases,
uses, returns, or other disposals by LICENSEE of Licensed Products.


 


4.6
- Rights of Inspecting Books and Records


 


5.LICENSOR shall have the right, through a professionally registered
reasonably acceptable to LICENSEE (and provided that such accountant execute a confidentiality and non disclosure agreement with
LICENSEE) accountant at LICENSOR's expense, to inspect, examine and make abstracts of the said books and records insofar as may
be necessary to verify the accuracy of the same and of the statements provided for herein but such inspection and examination
shall be made during business hours upon reasonable notice, not more often than once per calendar year and shall be limited to
books and records pertaining only to the immediately preceding twelve (12) months. LICENSOR agrees not to divulge to third parties
any Sensitive Information obtained from the books and records of LICENSEE as a result of such inspection unless such information
(a) was known to LICENSOR prior to its acquisition by LICENSOR as a result of such inspection; (b) becomes known to LICENSOR from
sources other than directly or indirectly from LICENSEE; or (c) becomes a matter of public knowledge other than by breach of this
Agreement by LICENSOR.


 


SECTION
5- STANDARDS OF MANUFACTURE AND QUALITY


5.1 - Standardization and Quality


 


1.LICENSEE
shall make commercially reasonable efforts to abide by the MAX SOUND API Specifications, hereto appended in Appendix C and as
modified from time to time by LICENSOR. All Licensed Product types are subject to acceptance testing by LICENSOR. All licensed
products marked with the Licensed Trademarks must additionally comply with all applicable reasonable minimum quality standards
issued and reasonably modified from time to time by LICENSOR. On all Licensed Products marked with the Licensed Trademarks LICENSEE
shall abide by reasonable standards of quality and workmanship. Such quality standards shall apply to all aspects of Licensed
Products, which influence or reflect upon the audio quality or performance of the Licensed Products as perceived by the end user.
LICENSEE shall with respect to all Licensed Products conform to any reasonable new quality standards requirements as specified
by LICENSOR within a period of ninety (90) days of such specification in writing.


 


5.2
- Right to Inspect Quality


 


2.LICENSEE
shall provide LICENSOR with such non-sensitive information concerning Licensed Products as it may reasonably require in performing
its right to enforce quality standards under this Agreement. LICENSEE will, upon request, provide LICENSOR a reasonable number
of sample accounts of Licensed Products for testing. In the event that LICENSOR shall complain that any Licensed Product does
not comply with LICENSOR's quality standards, excepting newly specified standards falling within a ninety (90) day time limit,
it shall promptly so notify LICENSEE by written communication whereupon LICENSEE shall within ninety (90) days either cure such
defect or suspend the lease, sale or other disposal of the same.


 






    	11



    	 



    

 


SECTION
6 - TERMINATION AND EFFECT OF TERMINATION


6.1
- Expiration of Agreement


1.Unless this Agreement already has been terminated in accordance
with the provisions of this section, this Agreement shall terminate five years from the Effective Date and thereafter is renewable
at LICENSEE's request and Licensor's acceptance of said request.


 


6.2
- Termination for Cause


2.In
the event that one party breaches any of its material obligations under this Agreement, subject to the conditions of Section 6,
this Agreement shall terminate upon the non-breaching party's giving sixty (60) days advance notice in writing, effective on dispatch
of such notice, of such termination, giving reasons therefore to the breaching party, provided however, that, if the breaching
party, within the sixty (60) day period, remedies the failure or default upon which such notice is based, then such notice shall
not become effective and this Agreement shall continue in full force and effect. Notwithstanding the sixty day cure period provided
under the provisions of this Section 6, interest due under Section 4 shall remain payable and shall not waive, diminish, or otherwise
affect any of LICENSOR's rights pursuant to this Section 6.


 


6.2
- Effect of Termination


 


3.Upon
termination of the Agreement, except as provided herein, all licenses granted by LICENSOR to LICENSEE under this Agreement shall
terminate, all rights LICENSOR granted to LICENSEE shall revert in LICENSOR, and all other rights and obligations of LICENSOR
and LICENSEE under this agreement shall terminate. However, the following rights and obligations of LICENSOR and LICENSEE shall
survive to the extent necessary to permit their complete fulfillment and discharge, that shall not apply in case of expiration
as provided subsection in 6.


a.LICENSEE's obligation to deliver a final royalty report
and supplements thereto as required under Section 4;


b.LICENSOR's right to receive and LICENSEE's obligation to pay royalties,
including interest on overdue royalties, accrued or accruable for payment at the time of termination and interest on overdue royalties
accruing subsequent to termination;


c.LICENSEE's obligation to maintain books and records and
LICENSOR's right to examine, audit, and copy as provided under Section 4;


d.any cause of action or claim of either party accrued or
to accrue because of any breach or default by LICENSEE;


e.Each party's obligations with respect to Know-How, Confidential
Information and Sensitive Information under the applicable provisions of this Agreement;


f.LICENSEE's obligations to cooperate with LICENSOR with
respect to Trademark enforcement under Section 3.04, with respect to matters arising before termination;


g.LICENSEE's and LICENSOR's obligations regarding public announcements
under Section 8; andh. LICENSEE shall be entitled to fill orders for Licensed Products already received and to make or have made
for it and to sell Licensed Products for which commitments to vendors have been made at the time of such termination, subject
to payment of applicable royalties thereon and subject to said Licensed Products meeting LICENSOR's quality standards, provided
that LICENSEE promptly advises LICENSOR of such commitment upon termination.


The
portions of the Agreement specifically identified in the sub-parts of this Section shall be construed and interpreted in connection
with such other portions of the Agreement as may be required to give them full force and effect.


 


SECTION
7 - LIMITATIONS OF RIGHTS AND AUTHORITY


 


7.1
- Limitation of Rights


 


1.No
right or title whatsoever in the any Intellectual Property, Know-How is granted, or implied to be granted by either party to the
other or shall be taken or assumed by either party except as is specifically laid down in this Agreement or otherwise explicitly
agreed upon in writing between the parties to this Agreement.


 


7.2
- Limitation of Authority


 


2.Neither
party shall in any respect whatsoever be taken to be the agent or representative of the other party and
neither party shall have any authority to assume any obligation for or to commit the other party in any way.


 






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7.3
- Disclaimer of Warranties and Liability: Hold Harmless


 


3.LICENSOR has provided LICENSEE
the rights and privileges contained in this Agreement in good faith. LICENSOR hereby warrants and represents that the MAX SOUND
MAX-D API Audio Processing technology, Know-How, Licensed Copyrighted Works, the Licensed Trademarks, or any part thereof embodying
any of them are free from infringement of patents, copyrights, trademarks, service marks, or other proprietary rights of third
parties.


 


4.LICENSOR disclaims all liability
and responsibility for consequential damages, whether or not foreseeable, that may result from the manufacture, use, lease, or
sale of Licensed Products and parts thereof, and LICENSEE agrees to assume all liability and responsibility for all such damage
and injury.


 


5.Each
party agrees to indemnify, defend, and hold the other party harmless from and against all third party claims (including, without
limitation, product liability claims), suits, losses and damages including reasonable attorneys' fees and any other expenses incurred
in investigation and defense, arising out of each party's undertakings pursuant to this Agreement, any breach of any terms of
this Agreements and/or a breach of such party's warranties and representations under this Agreement.


 


7.4
- Limitation of Assignment by LICENSEE


 


6.The
rights, duties and privileges of either party hereunder shall not be transferred or assigned by it either in part or in whole
without prior written consent of the other party. However, either party shall have the right to transfer its rights, duties and
privileges under this Agreement in connection with its merger and consolidation with another firm or the sale of its entire business
to another person or firm, provided that such person or firm shall first have agreed with the other party to perform the transferring
party's obligations and duties hereunder.


 


7.5
- Compliance with U.S. Export Control Regulations


 


7.LICENSEE
agrees not to export any technical data acquired from LICENSOR under this Agreement, nor the direct product thereof, either directly
or indirectly, to any country in contravention of United States law.


 


8.Nothing
in this Agreement shall be construed as requiring LICENSOR to export from the United States, directly or indirectly, any technical
data or any commodities to any country in contravention of United States law.


 


SECTION
8- MISCELLANEOUS PROVISIONS




8.1 - Language of Agreement: Language of Notices


 


1.The
language of this Agreement is English. If translated into another language, this English version of the Agreement shall be controlling.
Except as may be agreed by LICENSOR and LICENSEE, all notices, reports, consents, and approvals required or permitted to be given
hereunder shall be written in the English language representing the same intent as the original document.


 


8.2
Stability of Agreement


 


2.No
provision of this Agreement shall be deemed modified by any acts of either party, its agents or employees or by failure to object
to any acts of the other party which may be inconsistent herewith, or otherwise, except by a subsequent agreement in writing signed
by both parties. No waiver of a breach committed by either party in one instance shall constitute a waiver or a license to commit
or continue breaches in other or like instances.


 


8.3
- Public Announcements


 


Neither
party shall make any public statement unless mutually agreed to by both parties.


 


8.4
- Address of LICENSOR and LICENSEE for all Other Communications


 


3.Except
as otherwise specified in this Agreement, all notices, reports, consents, and approvals required or permitted to be given hereunder
shall be in writing, signed by an officer of LICENSEE or LICENSOR, respectively, and sent postage or shipping charges prepaid
by certified or registered mail, return receipt requested showing to whom, when and where delivered, or by Express mail, or by
a secure overnight or one-day delivery service that provides proof and date of delivery, or by facsimile, properly addressed or
transmitted to LICENSEE or LICENSOR, respectively, at the address or facsimile number set forth on the cover page of this Agreement
or to such other address or facsimile number as may from time to time be designated by either party to the other in writing. Wire
payments from LICENSEE to LICENSOR shall be made to the bank and account of LICENSOR as set forth on the cover page of this agreement
or to such other bank and account as LICENSOR may from time to time designate in writing to LICENSEE. Email will be acceptable
if agreed to by both parties.


 






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8.5
- Applicable Law


 


4.This Agreement shall be construed in accordance with the substantive
laws, but not the choice of law rules, of the State of California.


 


8.6
- Choice of Forum; Attorneys' Fees


 


5.To
the full extent permitted by law, LICENSOR and LICENSEE agree that their choice of forum, in the event that any dispute arising
under this agreement is not resolved by mutual agreement, shall be the State of California, San Diego County.


 


6.In
the event that any action is brought for any breach or default of any of the terms of this Agreement or otherwise in connection
with this Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred in
that action or any appeal therefrom, including without limitation, all attorneys' fees and costs actually incurred.


 


8.7
- Construction of Agreement s (Intentionally left blank.)


 


8.8
- Captions


 


7.Titles and captions in this Agreement are for convenient reference
only and shall not be considered in construing the intent, meaning, or scope of the Agreement or any portion thereof.


 


8.9
- Singular and Plural


 


8.Throughout this Agreement, words in the singular shall be construed
as including the plural and words in the plural shall be construed as including the singular.


 


8.10
- Complete Agreement


 


9.This Agreement contains the entire agreement and understanding
between LICENSOR and LICENSEE and merges all prior or contemporaneous oral or written communication between them. Neither LICENSOR
nor LICENSEE now is, or shall hereafter be, in any way bound by any prior, contemporaneous or subsequent oral or written communication
except insofar as the same is expressly set forth in this Agreement or in a subsequent written agreement duly executed by both
LICENSOR and LICENSEE.


 


8.11
- Severability


 


10.Should any portion of this Agreement be declared null and void
by operation of law, or otherwise, the remainder of this Agreement shall remain in full force and effect.


 


8.12
- Company Representation and Warranty


 


11.Each party represents and warrants to the other party that it
is not a party to any agreement, and is not subject to any statutory or other obligation or restriction, which might prevent or
restrict it from performing all of its obligations and undertakings under this License Agreement, and that the execution and delivery
of this Agreement and the performance by each party hereto of its obligations hereunder have been authorized by all necessary
action, corporate or otherwise.


 


8.13
- Execution


 


12.IN WITNESS WHEREOF, the said LICENSOR has caused this Agreement
to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized and the said LICENSEE
has caused the same to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized,
in duplicate original copies, as of the date set forth on said cover page.


Initial:


	MAX
    SOUND CORPORTATION	 	LICENSOR
	/s/ Gregory
    Halpern	 	/s/ Bryan
    Booker
	 	 	 





 



    	14



    	 



    

 


SECTION
9 – APPENDICES




APPENDIX A - "MAX SOUND MAX-D API AUDIO PROCESSOR"


 


Introduction


The
MAXD library provides superior quality audio from compressed formats such as MP3, AAC, etc. The API allows you to select specific
presets and to fine-tune your audio within three frequency ranges with the Wave Adjustment Tool (WAT©). The user GUI can
be graphically built to the customer preferences, within the limits of the device the API is installed in. Additional custom presets
can be created by MAXD and inserted into the API upon approval.


Overview


MAXD
consists of a single shared library compiled for the target platform and delivered as a binary. The library is written in C++
and delivered with headers that can be used in either C or C++.


Usage


In
a typical implementation, the MAXD library is inserted in the audio signal path immediately prior to the output. The host provides
a single interleaved buffer or two mono buffers for processing. The processed buffer(s) is returned to the host for further processing.


Buffer
Format


Buffers
must be provided in linear PCIV1 format and can be 8, 16, 24, or 32 bits. Internally, the MAXD processor converts the samples
to floating point prior to processing. The samples are then converted back to the input format. MAXD supports any sample rate;
however changing from one sample rate to another requires creating a new instance of the MAXD object.


Presets
and EQ Settings


MAXD
is preconfigured with presets that are tuned to different musical genres. A preset is set when a buffer is submitted for processing,
and remains active until a different preset is selected. Wave Adjustment Tool (WAT(D) equalization (low, medium, and high) is
also available. Changes to equalization can only be made at the beginning of processing a new buffer.


 


APPENDIX
B - TYPICAL SPECIFICATIONS FOR MAX SOUND MAX-D API


 


MAX
SOUND MAX-D API software shall comply with the following audio specifications in production (when measured through a standard
internet playback device);


 


Audio
data rate for two channels: PCM


Frequency
Response:20 Hz - 20 kHz+/-0.2 dB


Dynamic
Range: Greater than 85 dB


Distortion:Less
than 0.1% at 1 kHz


     Less than 0.5%, 20 Hz - 20 kHz


 


APPENDIX
C — MAX SOUND MAX-D API LICENSEE INFORMATION MANUAL


API


The
API for MAXD is basic. The host application creates an instance of the MAXD object, passing in a default buffer size and sample
rate. The host then simply calls the process routine as audio buffers become available. LICENSEE will
be placing API on their hosted servers for the purposes of processing their licensed content catalogue. (See COMMAND
LINE APPLICATION REQUIREMENTS — page 16)


Methods
Instantiating a MAXD object 


MaxSound(int
buffLen, int sampleRate)


Parameters:
buffLen: maximum buffer size


sampleRate:
the sample rate to be used for this instance Returns: new MaxSound instance


 






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Buffer
Processing


void
processBuffer_i(const int* const inBuffer, int* const outBuffer,


float
low,


float
med,


float,


int preset_id,


int dataLength)


Parameters:


inBuffer:
pointer to input buffer


outBuffer:
pointer to output buffer that will be filled by MAXD


low:
low band eq (range 0 to 100, 50 nominal)


med:
medium band eq (range 0 to 100, 50 nominal)


high:
high band eq (range 0 to 100, 50 nominal)


preset:
preset ID, dependent on particular device


dataLength:
length of valid data in buffer (<= max buffer length set in constructor) Returns: none


Command
Line Application Requirements


Proposed
API 


The application
will be run on the command line as follows:


ms_processor
-1 inputfilename -o output_filename -p preset -s sample_rate


		•	When
                                                                                                                                    processing
                                                                                                                                    is
                                                                                                                                    complete,
                                                                                                                                    the
                                                                                                                                    application
                                                                                                                                    will
                                                                                                                                    return
                                                                                                                                    an
                                                                                                                                    error
                                                                                                                                    code
                                                                                                                                    of
                                                                                                                                    0
                                                                                                                                    if
                                                                                                                                    it
                                                                                                                                    is
                                                                                                                                    successful
                                                                                                                                    or
                                                                                                                                    1
                                                                                                                                    if
                                                                                                                                    it
                                                                                                                                    is
                                                                                                                                    not.



		•	The
                                                                                                                                    application
                                                                                                                                    will
                                                                                                                                    write
                                                                                                                                    an
                                                                                                                                    error
                                                                                                                                    message
                                                                                                                                    to
                                                                                                                                    std_err
                                                                                                                                    if
                                                                                                                                    an
                                                                                                                                    error
                                                                                                                                    occurs.



		•	The
                                                                                                                                    input
                                                                                                                                    wave
                                                                                                                                    file
                                                                                                                                    must
                                                                                                                                    be
                                                                                                                                    16-bit
                                                                                                                                    linear
                                                                                                                                    PCM
                                                                                                                                    and
                                                                                                                                    can
                                                                                                                                    be
                                                                                                                                    at
                                                                                                                                    any
                                                                                                                                    sample
                                                                                                                                    rate.



 


APPENDIX
D - MAX SOUND logos and trademarks


 







These
are examples only, higher resolution graphics will be provided to the LICENSOR when needed.


 






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APPENDIX
E — Deliverables


 


1.
LICENSOR will:


 


2.1.1
Support a Subscription-based business model, where LICENSOR will receive ($.25 USD) per user per month or ($3.00 USD) per annual
subscription.


 


2.1.2
MAX-D will develop and deliver a short video demo for Licensee showing the MAX-D Advantage.


 


2.1.2.1
The demo's purpose will be to drive the Licensee's customer(s) to subscribe and to give Licensee's end-users a chance to hear
samples of why their device sounds better with MAX-D.


 


2.1.3
Provide Licensee with MAX-D audio API.


 


2.
LICENSEE will:


 


2.2.1.1
Make MAX-D available to their end-user / Customer with a subscription. 2.2.1.2 Add relevant MAX-D Branding pursuant to this Agreement.


 


2.2.1.3
Deliver a short MAX-D video demo demonstrating the MAX-D Advantage, to their users. 2.2.2 Support a Subscription-based business
model, where LICENSOR will receive ($.25 USD) per user per month or ($3.00 USD) per annual subscription.


 


2.2.3
Licensor and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of goods sold (COGS)
and transaction fees are deducted.


(Music
Download Distribution Agreement to be signed under separate cover).


 


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