Exhibit 10.2


 


AMENDMENT TO SETTLEMENT AGREEMENT AND
STIPULATION


 


THIS AMENDMENT TO THE SETTLEMENT AGREEMENT
and Stipulation dated as of June 6, 2014 (“Amendment”) by and between plaintiff ASC Recap LLC (“ASC”),
and defendant RestorGenex Corporation (formerly Stratus Media Group, Inc.) (the “Company”).


 


BACKGROUND:


 


WHEREAS, the parties entered into a Settlement
Agreement and Stipulation dated September 23, 2013 to settle bona fide outstanding Claims against the Company in the principal
amount of not less than $1,865,386.00 (“Settlement Agreement”); and


 


WHEREAS, to date ASC has distributed to
the Sellers $547,363.72 in settlement proceeds; and


 


WHEREAS, ASC currently holds $51,621.63
in cash as settlement proceeds for distribution to Sellers, and holds 99,332 Settlement Shares in its brokerage account previously
delivered by the Company (“Account Shares”); and


 


WHEREAS, the parties desire to amend the
Settlement Agreement in order to satisfy in full the Claims in cash.


 


NOW, THEREFORE, the parties hereto agree
as follows:


 


1.               
Settlement by Cash Payment. On or before June 10, 2014, the Company shall deliver ASC $1,266,400.65 by wire transfer
for distribution to Sellers (as defined in the Settlement Agreement) in accordance with Schedule A attached hereto. The Company
shall pay ASC $300,000.00 by wire transfer as a settlement fee (“Settlement Fee”). ASC shall deliver the Account
Shares to the Company’s transfer agent for retirement to treasury stock. If, however, the Company pays to ASC the Settlement
Fee after June 10, 2014, then the Settlement Fee shall increase to $328,000.00.


 


2.               
Necessary Action. At all times after the execution of this Amendment each party hereto agrees to take or cause to
be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents,
as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated
hereby.


 


3.               
Releases. Upon receipt by ASC of all monies required to be delivered to ASC pursuant to Section 1 above, in consideration
of the terms and conditions of this Amendment, and except for the obligations, representations and covenants arising or made hereunder
or a breach hereof, of each ASC and the Company hereby releases, acquits and forever discharges the other and each, every and all
of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives,
attorneys, predecessors, successors and assigns (the “Released Parties”), of and from any and all claims, damages,
cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated,
which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims.


 


4.               
Representations. Company hereby represents, warrants and covenants to ASC as follows:


 


(a)             
The execution and performance of this Amendment by Company will not (1) conflict with, violate or cause a breach or default
under any agreement to which Company is a party, or (2) require any waiver, consent, or other action of the Company or any creditor,
or their respective affiliates, that has not already been obtained;


 






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(b)            
The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Amendment;


 


(c)             
The execution, delivery and performance of this Amendment by Company has been duly authorized by all requisite action on
the part of Company (including a majority of its independent directors), and this Amendment has been duly executed and delivered
by Company.


 


ASC hereby represents, warrants and covenants
to Company as follows:


 


A.             
The execution and performance of this Amendment by ASC will not (1) conflict with, violate or cause a breach or default
under any agreement to which ASC is a party, or (2) require any waiver, consent, or other action of ASC or any Seller that has
not already been obtained;


 


B.              
ASC has all necessary power and authority to execute, deliver and perform all of its obligations under this Amendment;


 


C.              
The execution, delivery and performance of this Amendment by ASC has been duly authorized by all requisite action on the
part of ASC, and this Amendment has been duly executed and delivered by ASC.


 


5.               
Continuing Jurisdiction. In order to enable the Court to grant specific enforcement or other equitable relief in
connection with this Amendment, (a) the parties consent to the continuing jurisdiction of the Court for purposes of enforcing this
Amendment, and (b) each party to this Amendment expressly waives any contention that there is an adequate remedy at law or any
like doctrine that might otherwise preclude injunctive relief to enforce this Amendment.


 


6.               
Binding Nature. This Amendment shall be binding on all parties executing this Amendment and their respective successors,
assigns and heirs.


 


7.               
Indemnification. Company shall indemnify, defend and hold ASC and its affiliates harmless with respect to all obligations
of Company arising from or incident or related to this Amendment, including, without limitation, any claim or action brought derivatively
or directly by the Seller or shareholders of Company.


 


8.               
Signatures. This Amendment may be signed in counterparts and the Amendment, together with its counterpart signature
pages, shall be deemed valid and binding on each party when duly executed by all parties. This Amendment may be amended only by
an instrument in writing signed by the party to be charged with enforcement thereof.


 


9.               
Miscellaneous. All terms not defined herein shall have the meaning specified or indicated in the Settlement Agreement.
Any and all terms of the Settlement Agreement not specifically modified herein shall remain in full force and effect.


 


 


 






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IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the date first indicated above.


 


	 	ASC RECAP LLC
	 	 
	 	 
	 	By: /s/ Henry Sargent
	 	Name: Henry Sargent
	 	Title: Manager
	 	 
	 	 
	 	RestorGenex Corporation
	 	 
	 	 
	 	By:/s/ Tim Boris
	 	Name:Tim Boris
	 	Title:General Counsel
	 	 


 


 


 


 






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SCHEDULE A


 


CLAIMS


 


	Seller	Amount
	 	 
	 	 
	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 






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