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Item 1.01. Entry into a Material Definitive Agreement.

On May 3, 2013, StreamTrack, Inc. (the “Company”) entered into a mutual rescission agreement, dated May 1, 2013 (the “Rescission Agreement”) with Rightmail Marketing, LLC (“Rightmail”) and RadioLoyalty, Inc. (“RadioLoyalty”). Pursuant to the Rescission Agreement, the asset purchase agreement, dated July 1, 2012, between Rightmail and RadioLoyalty, pursuant to which RadioLoyalty acquired certain assets from Rightmail, which assets were subsequently transferred to the Company in exchange for Rightmail’s receipt of 364,835 shares of the Company’s common stock, was rescinded and rendered null and void. Accordingly, pursuant to the Rescission Agreement, the issuance of 364,835 shares of common stock of the Company to Rightmail was rescinded. In addition, Rightmail assumed any and all debts and obligations that might at any time be determined to be owed by the Company to any businesses or individuals which Rightmail has entered into business transactions with, except that, the Company assumed the obligation to make certain payments in the aggregate amount of $139,634.

On May 3, 2013, the Company entered into a settlement agreement and general release, dated May 1, 2013 (the “Settlement Agreement”) with Rightmail, Michael Freides and Jennifer Freides. Pursuant to the Settlement Agreement, the parties provided mutual general releases, including with respect to a consulting agreement, dated July 1, 2012, among the parties, the Company agreed to issue 250,000 shares of common stock to Rightmail, and the Company’s promissory note, dated June 18, 2012, issued to Michael Freides, will remain in full force and effect.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.