8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  October 31, 2014

MyGO Games Holding Co.

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation) 000-55080 (Commission File Number) 27-1070374 (IRS Employer Identification No.)

12708 Riata Vista Circle, Suite B-140

Austin, TX 78727

(Address of principal executive offices) (Zip Code)

(832) 900-9366

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

Hammett Settlement Agreement

On October 31, 2014 (the “Hammett Effective Date”), the Registrant entered into a settlement agreement with Mr. Daniel Hammett and Great Outdoors, LLC (“Great Outdoors”) in relation to a negotiated settlement of certain disputes between the Registrant, the Registrant’s wholly owned subsidiary, My Go Games, LLC (“MyGO Subsidiary”) and Mr. Hammett regarding Mr. Hammett’s employment agreement with MyGO Subsidiary (the “Hammett Settlement Agreement”).  Additionally, on November 6, 2014, the Registrant, Mr. Hammett and the Great Outdoors agreed to an addendum to the Hammett Settlement Agreement relating to certain clarifications of the agreements of the parties on the treatment of the settlement (the “Addendum” together with the Hammett Settlement Agreement, the “Hammett Agreements”). The Registrant and Mr. Hammett have agreed to the following:

1)   Mr. Hammett has agreed to resign all employment with the Registrant and MyGO Subsidiary and withdraw all objections to his resignation from the Board of Directors of the Registrant on September 4, 2014, in exchange for the Registrant and MyGO Subsidiary agreeing to pay Mr. Hammett $25,000 in one lump sum payment upon execution of the Hammett Settlement Agreement;

2)   The parties agreed that Mr. Hammett’s employment agreement with MyGO Subsidiary was terminated on October 12, 2014, except as to those terms and provisions otherwise specifically addressed in the Hammett Settlement Agreement and neither party shall have any further obligation thereunder whatsoever, even as to any provisions which by intent or design are to otherwise survive termination;

3)   Mr. Hammett has agreed for a period of one (1) year from the Hammett Effective Date, he will not operate, design, market, or otherwise work in the hunting games industry, either in his own name or in association with others. He further agrees that he will not offer his services as a consultant, employee, independent contractor or otherwise in the hunting games industry, whether directly or indirectly. The term “hunting games industry” includes, but is not limited to hunting games designed for use on gaming consoles, mobile devices, tablets, computers, internet, or other online forums. Moreover, it is specifically understood and agreed that this covenant and agreement may be enforced by suit for injunction, monetary damages, or both, and without a bond being required or posted;

4)   Mr. Hammett and/or Great Outdoors shall release and forfeit back to the Registrant all common stock and all of the option rights of the Registrant afforded to them under Mr. Hammett’s employment agreement or the merger between the Registrant and Great Outdoors, and a return all issued and outstanding stock certificates and option grant documents within three (3) business days of the Hammett Effective Date. The parties agreed that the surrender of all stock options was in order to settle certain allegations raised by the Registrant and the MyGo Subsidiary in Cause No. D-1-GN-14-003406, previously pending in the District Court of Travis County, Texas, and surrender of all shares of common stock held by Mr. Hammett and/or Great Outdoors was a post-closing adjustment to the certain share exchange agreement between the Parties dated June 19, 2014, (i) to adjust the purchase price from 50,323,526 shares of the Registrant to 7,500,000 shares of of the Registrant, (ii) to amend the transfer of liabilities to include claims by Umur Ozal in the amount of $500,000 in principal, Shahid Ramzan in the amount of $100,000 in principal, and certain other Great Outdoors note holders who were sent note exchange agreements on June 20, 2014, totaling $400,000 in principal, and (iii) to amend the transfer of liabilities to include certain legal expenses incurred by Great Outdoors. These post-closing adjustments are related to additional diligence post-closing that uncovered material information that resulted in an adjustment to the value of assets purchased and liabilities assumed from Great Outdoors by MyGo Subsidiary. In exchange thereof, the Registrant shall cause to be issued to Mr. Hammett Seven Million Five Hundred Thousand (7,500,000) shares of common stock of the Registrant. Mr. Hammett further agrees to a prohibition on the sale of more than 750,000 shares per quarter for a period of eighteen (18) months;

5)   The Registrant has agreed to dismiss, within five (5) business days of the Hammett Effective Date, its previously filed complaint against Mr. Hammett without prejudice, with each party to bear its own fees and costs.  The Registrant agrees that the dismissal will be with prejudice nine (9) months after the effective date of the Settlement Agreement;

6)   The parties agreed to mutual releases in relation to all causes of actions, known and unknown, arising under prior and through to the date of the Settlement Agreement; and

7)   The parties also agreed to mutual non-disparagement provisions.

The above is a summary of the material terms of the Hammett Agreements and is qualified in its entirety by the Hammett Settlement Agreement which is attached hereto as Exhibit 10.1and the Addendum which is attached hereto as Exhibit 10.2.

Ozal Settlement Agreement

On November 5, 2014, the Registrant, the MyGO Subsidiary and Umur Ozal entered into a settlement agreement (“Ozal Settlement Agreement”) related to certain liabilities of Great Outdoors to Mr. Ozal under several notes purchased by Mr. Ozal from Great Outdoors totaling $500,000 to mature on May 30, 2015 and assumed by the Registrant on October 31, 2014 pursuant to its settlement with Mr. Hammett as described above (the “Ozal Notes”).  Pursuant to the settlement, the Registrant issued Mr. Ozal 11,500,000 shares of common stock of the Registrant in exchange for Mr. Ozal releasing the Regsitrant from all obligations and liabilities due and owing under the Ozal Notes.

The above is a summary of the material terms of the Ozal Settlement Agreement and is qualified in its entirety by the Ozal Settlement Agreement which is attached hereto as Exhibit 10.3.

Item 1.02. Termination of a Material Definitive Agreement

As disclosed in Item 1.01 hereof, which is incorporated herein by reference, the employment agreements of Mr. Hammett with MyGO Subsidiary have been terminated.

Item 3.02. Unregistered Sales of Equity Securities

On October 31, 2014, the Registrant agreed to issue 7,500,000 shares of common stock to Mr. Hammett pursuant to the Hammett Settlement Agreement. Shares were issued pursuant to Section 4(a)(2) and Rule 506 of Regulation D under the United States Securities Act of 1933, as amended, and pursuant to similar exemptions from any applicable state securities laws based on representations of the holder of such shares.

On November 5, 2014, the Registrant agreed to issue 11,500,000 shares of common stock of the Registrant to Mr. Ozal pursuant to the Ozal Settlement Agreement.  Shares were issued pursuant to Section 4(a)(2), Rule 506 of Regulation D and Rule 903 of Regulation S under the United States Securities Act of 1933, as amended, and pursuant to similar exemptions from any applicable state securities laws based on representations of the holder of such shares.

Item 5.01 Change in Control of the Company

As a result of the Hammett Settlement Agreement and the settlement with Mr. Daniel Miller, as previously disclosed in the Registrant’s Form 8-K as filed with the SEC on November 5, 2014, (the “Miller Settlement Agreement”), Mr. Hammett who previously controlled approximately 48.59% of the Registrant on a partially diluted basis will only control approximately 10.87% of the Registrant, following his and Great Outdoors surrender of all of their current outstanding shares of common stock (50,323,526) and all of his current outstanding stock options (30,000,000) in exchange for 7,500,000 shares of common stock of the Registrant (and after giving effect to the issuance of 11,500,000 shares of common stock to Mr. Ozal, as described below), and Mr. Miller who previously controlled approximately 18.32% of the Registrant on a partially diluted basis will only control approximately 1.78% of the Registrant on a partially diluted basis following his surrender of all of his current outstanding stock options (22,500,000) in exchange for 1,250,000 stock options of the Registrant (and after giving effect to the surrender by Mr. Hammett of 50,323,526 shares of common stock in exchange for 7,500,000 shares of common stock of the Registrant and the issuance of 11,500,000 shares of common stock to Mr. Ozal, as described below).

Further, as a result of Mr. Hammett’s resignation from the Board of Directors of the Registrant on September 4, 2014 and Mr. Miller’s resignation from the Board of Directors on October 30, 2014, only two board members remain, Mr. Henry Gordon and Mr. Paul Watson.  After giving effect to the surrender by Mr. Hammett and Great Outdoors of 50,323,526 shares of common stock in exchange for 7,500,000 shares of common stock of the Registrant, Mr. Watson controls approximately 17.86% of the Registrant on a partially diluted basis (based on 15,000,000 stock options of the Registrant owned by Mr. Watson) and Mr. Henry Gordon controls approximately 17.86% of the Registrant on a partially diluted basis (based on 15,000,000 stock options of the Registrant owned by Mr. Gordon).

Mr. Hammett and Mr. Miller no longer hold any officer positions with the Registrant. Mr. Paul Watson is the acting Principle Executive Officer as President of the Registrant and the acting Principle Accounting and Financial Officer as the Chief Financial Officer of the Registrant.

On November 5, 2014, the Registrant issued Mr. Umur Ozal 11,500,000 shares of common stock of the Registrant in relation to the Ozal Settlement Agreement, following issuance of those shares of common stock Mr. Ozal controls approximately 16.67% of the Registrant.

The Company and its directors and officers have no knowledge of any arrangement that by its operation may result in a change in control of the Company or any arrangement or understandings among Great Outdoors, Mr. Hammett, Mr. Miller or Mr. Ozal or their affiliates with respect to the election of directors of the Company or any other matters.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Mr. Hammett

On October 31, 2014, Mr. Daniel Hammett and the Registrant reached an agreement to settle certain claims and disputes between the parties. As a result of the settlement, the parties recognized and agreed that on September 4, 2014, Mr. Hammett resigned from the Board of Directors of the Registrant. The resignation was in relation to the previous disagreements between the Registrant and Mr. Hammett. The terms of the settlement agreement are set forth in Item 1.01 hereof and are incorporated herein by reference. The Registrant performed an investigation into the previously announced concerns related to Mr. Hammett and after carefully reviewing such results, the parties desired to avoid the uncertainties, risks, and costs of litigation. Therefore, the parties have agreed to settle, compromise, and resolve the alleged claims and disputes between them pursuant to the terms of the settlement agreement.

Mr. Hammett was provided a copy of this disclosure prior to its filing with the SEC and pursuant to the requirements of Item 5.02(a)(3), Mr. Hammett has informed the Registrant that he agrees with the disclosure as set forth herein and will not be providing the Registrant with a letter to be filed herewith.

Item 7.01 Regulation FD

The Registrant hereby discloses that the Registrant’s wholly owned subsidiary, My Go Games, LLC (“MyGo Subsidiary”) has settled the cause of action filed against it by iEntertainment Network, Inc. (“iENT”), regarding causes of action between iENT and the Registrant’s former CEO, Daniel Hammett and his company, Great Outdoors, LLC in relation to disputes over Mr. Hammett’s former employment by iENT and rights to develop certain outdoor gaming products.  MyGo Subsidiary was added as a party to the lawsuit by iENT in August of 2014 but was never served notice of process. As a result of the settlement, MyGo Subsidiary is not restricted by iENT from marketing, selling or licensing its own version of an outdoor hunting themed online game.

Item 9.01 Financial Statement and Exhibits

Exhibits

Exhibit No.                            Description

10.1 Settlement Agreement between the Registrant, My Go Games, LLC, Great Outdoors, LLC and Daniel Hammett, dated October 31, 2014

10.2 Addendum between the Registrant, My Go Games, LLC Great Outdoors, LLC and Daniel Hammett dated November 6, 2014

10.3 Settlement Agreement between the Registrant, My Go Games, LLC and Umur Ozal dated November 5, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 6, 2014

MyGO Games Holding Co.

By:   /s/ Paul Watson

Paul Watson

President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.                            Description

10.1 Settlement Agreement between the Registrant, My Go Games, LLC, Great Outdoors, LLC and Daniel Hammett, dated October 31, 2014

10.2 Addendum between the Registrant, My Go Games, LLC Great Outdoors, LLC and Daniel Hammett dated November 6, 2014

10.3 Settlement Agreement between the Registrant, My Go Games, LLC and Umur Ozal dated November 5, 2014

EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS (the “Settlement and Release” or “Agreement”) is entered into this 31st day of October, 2014 (“Effective Date”) between MyGO Games Holding Co., My Go Games, LLC (collectively hereinafter “MyGo”) and Daniel Hammett (“Hammett”) and Great Outdoors, LLC (“Great Outdoors”).

RECITALS

WHEREAS, MyGo Games, LLC (“MGG, LLC”) and Hammett entered into an Employment Agreement dated May 1, 2014, (the “Hammett Agreement”) pursuant to which Hammett was hired as MyGo Games, LLC’s Chief Executive Officer (“CEO”);

WHEREAS, on or about May 1, 2014, Hammett was duly and properly elected to the Board of Directors of MyGo Games Holding Co. (“Board”);

WHEREAS, Great Outdoors currently possesses shares of MyGo common stock;

WHEREAS, MyGo, by and through its attorneys, instituted an action, now pending in the District Court of Travis County, Texas (Cause No. D-1-GN-14-003406) (the “Action”) alleging breach of fiduciary duty, conspiracy, and unjust enrichment in connection with Hammett’s allegedly inappropriate and/or unlawful acts, omissions and/or conduct (“Allegations”) as CEO of MyGo Games, LLC and member of the Board of MyGo Games Holding Co.;

WHEREAS, Hammett asserts that MGG, LLC breached its obligations under the Hammett Agreement and that he is entitled to termination based upon resignation for Good Reason (as defined in the Hammett Agreement) and that he has suffered damages for which he intends to pursue all available remedies;

WHEREAS, both parties dispute and deny all Claims and Allegations stated and implied in the Action;

WHEREAS, each party has been advised of their respective potential rights, liabilities, and obligations, if any, in connection with the Action and the Hammett Agreement and considers it to be in their respective best interests to compromise and settle all potential claims and defenses upon the terms and conditions set forth in this Settlement and Release;

WHEREAS, the parties enter into this Settlement and Release without admitting or conceding any liability, and solely for the purpose of resolving without further cost or disturbance all actual and potential disputes between them;

NOW, THEREFORE, in consideration of the mutual promises, agreements, covenants and representations contained herein, and for other good and valuable consideration, including, but not limited to the payments set forth below and the releases contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree and covenant as follows:

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AGREEMENT

1.Payment.  Hammett agrees to resign all employment with MyGo, as well as withdraw any objections to his resignation from the Board of Directors.  In exchange, MyGo agrees to pay Hammett Twenty Five Thousand Dollars ($25,000.00), and shall provide Hammett with a 1099 at the end of 2014 for such payment. Hammett will be paid via wire transfer upon execution of this settlement agreement by all parties.

2.Resignation and Termination of Hammett Agreement.  Upon signing this settlement, Hammett shall tender a properly executed letter to MyGo Games Holding Co., indicating that he withdraws all objections to his September 4, 2014, resignation from the Board of Directors.  The parties hereby further acknowledge that the Hammett Agreement was terminated on October 12, 2014.  Except as to those terms and provisions otherwise specifically addressed in this Settlement and Release, neither party shall have any further obligation under the Hammett Agreement whatsoever, even as to any provisions which by intent or design are to otherwise survive termination.

3.Covenant Not to Compete: As further consideration for this Settlement and Release, Hammett hereby agrees that for one (1) year following the Effective Date, he will not operate, design, market, or otherwise work in the hunting games industry, either in his own name or in association with others.  He further agrees that he will not offer his services as a consultant, employee, independent contractor or otherwise in the hunting games industry, whether directly or indirectly. The term “hunting games industry” includes, but is not limited to hunting games designed for use on gaming consoles, mobile devices, tablets, computers, internet, or other online forums.  Moreover, it is specifically understood and agreed that this covenant and agreement may be enforced by suit for injunction, monetary damages, or both, and without a bond being required or posted.

4.Stock and Options.  Hammett and/or Great Outdoors, LLC shall release and forfeit all MyGo common stock and all of the option rights afforded to them under the Hammett Agreement or Merger between OBJ Enterprises and Great Outdoors, and return all issued and outstanding stock certificates and option grant documents within three (3) business days of the Effective Date.  In exchange thereof, MyGo shall cause to be issued to Hammett Seven Million Five Hundred Thousand (7,500,000) shares of common stock of MyGo Games Holding Co. (“Retained Stock”).  The Retained Stock shall be fully vested, subject to applicable waiting periods prescribed by the United States Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws.  Hammett further agrees to a prohibition on the sale of more than 750,000 shares per quarter for a period of eighteen (18) months.  The Retained Stock will be issued to Hammett pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act and pursuant to similar exemptions from any applicable state securities laws on the basis of Hammett’s representation to MyGo Games Holding Co. that Hammett is currently an “accredited investor” who satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the Securities Act.  Hammett acknowledges that (i) the Retained Stock have not been registered under the Securities Act or any applicable state securities laws and shall be “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) that the Retained Stock cannot be sold by Hammett unless at the time of the sale there is an exemption from the registration requirements of the Securities Act and any applicable state securities laws and, if required by the transfer agent, Hammett has provided to the transfer agent of MyGo Games Holding Co. a legal opinion of counsel of recognized standing in form and substance reasonably satisfactory to the transfer agent to such effect and (iii) the Retained Stock cannot be offered, sold, pledged or otherwise transferred, directly or indirectly, except pursuant to registration under the Securities Act or pursuant to an available exemption therefrom and in each in accordance with any applicable state securities laws and the certificates representing such securities will bear a legend to this effect.  Within fifteen (15) days of the Effective Date, MyGo shall secure all necessary actions and resolutions of the Board as well as provide to Hammett all the applicable documents and agreements necessary to consummating the granting and issuance of the Retained Stock.

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5.Dismissal of Complaint.  Within five (5) days of the Effective Date, MyGo shall dismiss the Action against Hammett without prejudice, with each party to bear its own fees and costs, but within nine (9) months of the Effective Date, the dismissal shall be with prejudice.

6.SEC Filing:  As soon as practicable, but in no event later than four (4) business days following the Effective Date, MyGo shall file the attached Form 8-K describing the material terms of this settlement agreement as required by Items 1.01, 3.02 and 5.02 of Form 8-K, stating the following in relation to Hammett’s resignation from the Board of MyGo Games Holding Co.:

On October 30, 2014, Mr. Daniel Hammett and the company reached an agreement to settle certain claims and disputes between the parties.  As a result of the settlement, the parties recognize and agree that on September 4, 2014, Mr. Hammett resigned from the Board of Directors of the company.  The resignation was in relation to the previous disagreements between the company and Mr. Hammett. The terms of the settlement agreement are set forth in Item 1.01 hereof and are incorporated herein by reference. The company performed an investigation into the previously announced concerns related to Mr. Hammett and after carefully reviewing such results, the parties desired to avoid the uncertainties, risks, and costs of litigation. Therefore, the parties have agreed to settle, compromise, and resolve the alleged claims and disputes between them pursuant to the terms of the settlement agreement. Mr. Hammett was provided a copy of this disclosure prior to its filing with the SEC and pursuant to the requirements of Item 5.02(a)(3), Mr. Hammett has informed the company that he agrees with the disclosure as set forth herein and will not be providing the company with a letter to be filed herewith.

Hammett agrees with the above disclosure regarding the circumstances surrounding his resignation and agrees that so long as MyGo files an 8-K with the above disclosure regarding his resignation as a director he will not furnish the company a letter pursuant to Item 5.02(a)(3) of Form 8-K to be filed with the Form 8-K or as an amendment thereto.

7.Release by MyGo.  MyGo, for itself, its corporate parents and subsidiaries, related affiliates, officers, directors, employees, shareholders, agents, attorneys and assigns, hereby irrevocably and unconditionally releases and forever discharges Hammett and Great Outdoors, LLC, their corporate entities and related affiliates, subsidiaries, shareholders, successors, successors and predecessors, and all of their past, present and future heirs, employees, agents, attorneys, officers, directors and trustees, as well as other persons and entities acting on their behalf, from any and all claims, liens, demands, obligations, actions, causes of actions, counts, damages, liabilities, losses, fees, costs or expenses, of any nature whatsoever, known or unknown, ascertained or not ascertained, suspected or unsuspected, existing or claimed to exist, from the beginning of time to the date of signing this Settlement and Release, including, but not limited to, those arising out of, or in any way related to, the Action, any claims regarding Shahid Ramzan and/or Umur Ozal, the Hammett Agreement between the parties, or that were asserted or could have been asserted in the Action.

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8.Release by Hammett.  Hammett and Great Outdoors, LLC, for themselves, their agents, attorneys and assigns, hereby irrevocably and unconditionally releases and forever discharge MyGo, its affiliates, parents, subsidiaries, shareholders, successors, and predecessors, and all of their past, present and future heirs, employees, agents, attorneys, officers, directors and trustees, as well as other persons and entities acting on their behalf, from any and all claims, liens, demands, obligations, actions, causes of actions, counts, damages, liabilities, losses, fees, costs or expenses, of any nature whatsoever, known or unknown, ascertained or not ascertained, suspected or unsuspected, existing or claimed to exist, from the beginning of time to the date of signing this Confidential Settlement and Release arising out of, or in any way related to, the Action, the Hammett Agreement between the parties, or that were asserted or could have been asserted in the Action.

9.Acknowledgement of Compromise.  MyGo, Hammett, and Great Outdoors, LLC represent and warrant that they understand that this settlement is a compromise of disputed claims entered into voluntarily by all parties to avoid the expense and inconvenience of litigation and that this Settlement and Release, including any exhibits and attachments hereto, does not constitute an admission of liability by either party and further shall not be used by MyGo,  Hammett, or Great Outdoors, LLC, or their respective heirs, agents, representatives, or any other party as evidence of, or an admission of, any improper conduct by either party.

10.Return of MyGo Property.  Hammett agrees that within fourteen (14) business days, he will return any and all devices, keys, expenditure receipts, or other MyGo property in his possession, custody, and control, or that he has access to.  In exchange, MyGo agrees to pay costs and fees in Invoice No. 16325 from Triangle Law Firm in the amount of $16,199.64, and costs and fees in Ruffin Court Reporting Invoice Nos. 6130 and 6158 in the amount of $6,286.75.

11.Non-Disparagement.  Each party agrees that it shall not make any disparaging communications concerning the other related to the Action, Hammett Agreement, any services that are the subject of this Action or any of the events that are the subject of the Action.  In the event MyGo receives any inquiry as to Hammett’s employment status, the response shall be strictly limited to dates of employment and confirmation of compensation.

12.Exclusive Agreement and Amendment.  The parties agree and acknowledge that there are no contemporaneous oral agreements between the parties.  No change, modification, rescission or waiver of any provision of this Settlement and Release shall be valid or binding unless it is in writing and signed by all the respective parties to this Settlement and Release.

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13.Governing Law.  This Settlement and Release shall be construed in accordance with Texas law.  All parties participated in the preparation of this Settlement and Release and, in the event of any claim arising from a breach of this Settlement and Release, its language shall not be construed against or in favor of either party because of such party’s participation in the preparation of the Agreement.

14.Attorneys’ Fees.  If any proceeding is brought for the enforcement, interpretation, modification, or termination of this Settlement and Release, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with that proceeding, in addition to any other costs or relief to which the party may be entitled.

15.Performance.  The parties shall take all necessary steps to effectuate this Settlement and Release.

16.Severability.  If any portion of this Settlement and Release is held to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

17.Counter Parts.  This Settlement and Release may be executed in any number of counterparts and the parties agree that each shall be deemed an original.  This document shall have no force and effect until and unless signed by all parties listed below.

IN WITNESS HEREOF, the undersigned have affixed their signatures this 31st day of October, 2014.

DANIEL HAMMETT	MYGO GAMES HOLDING CO.
By:	By:
GREAT OUTDOORS, LLC	MYGO GAMES, LLC
By:	By:

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CAUSE NO. D-1-GN-14-003406

MYGO GAMES HOLDINGS CO;	§	IN THE DISTRICT COURT OF
MYGO GAMES, LLC	§
	§
Plaintiffs,	§
	§
v.	§	TRAVIS COUNTY, TEXAS
	§
DANIEL HAMMETT	§
	§
Defendants.	§	98th JUDICIAL DISTRICT

PLAINTIFFS' MOTION FOR ENTRY OF

AGREED ORDER OF DISMISSAL

COMES NOW, MyGo Games Holdings Co. and MyGo Games, LLC (“MyGo”), Plaintiffs herein, by and through their attorneys, and present this Motion for Entry of an Agreed Order of Dismissal without Prejudice as to Daniel Hammett (“Hammett”), until July 24, 2015, and thereafter the dismissal shall be with prejudice.  Defendant Hammett stipulates and agrees to the entry of an order dismissing the Petition as to Hammett and any Counterclaims without prejudice, each party to bear its own fees and costs. The parties request that the Court enter the enclosed order dismissing this case without prejudice, each party to bear its own fees and costs.

Respectfully submitted,

WICK PHILLIPS GOULD & MARTIN, L.L.P.

By:           /s/ J. Sean Lemoine                                    

J. Sean Lemoine

Texas State Bar No. 24027443

Rusty J. O’Kane

Texas State Bar No. 24088149

3131 McKinney Avenue, Suite 100

Dallas, Texas  75204

Telephone: (214) 692-6200

Facsimile: (214) 692-6255

ATTORNEYS FOR PLAINTIFFS

CAUSE NO. D-1-GN-14-003406

MYGO GAMES HOLDINGS CO;	§	IN THE DISTRICT COURT OF
MYGO GAMES, LLC	§
	§
Plaintiffs,	§
	§
v.	§	TRAVIS COUNTY, TEXAS
	§
DANIEL HAMMETT	§
	§
Defendants.	§	98th JUDICIAL DISTRICT

AGREED ORDER OF DISMISSAL WITHOUT PREJUDICE

This case is before the Court on Plaintiffs’ Motion for Entry of Agreed Order of Dismissal filed by counsel for Plaintiffs, and the Court being fully advised in the premises, it is hereby,

ORDERED AND ADJUDGED that all claims, counterclaims, and causes of action alleged or asserted against Daniel Hammett in the above-styled action are hereby DISMISSED WITH PREJUDICE until July 24, 2015, and thereafter all claims, counterclaims, and causes of action alleged or asserted against Daniel Hammett in the above-styled action are hereby DISMISSED WITH PREJUDICE.  Each party shall bear its own attorneys’ fees and costs.

SIGNED, this ___ day of November, 2014.

                                                                                                                        _________________________________

JUDGE PRESIDING

EX-10.2

Exhibit 10.2

Addendum to Settlement Agreement and Mutual Release of All Claims

Executed Between MyGO Games Holding Co., My Go Games, LLC, Daniel J. Hammett, and Great Outdoors, LLC (the “Original Settlement Agreement”).

WHEREAS, MyGo Games, LLC (“MyGo LLC”), MyGo Games Holding Co. (“MyGo Holding”), Daniel Hammett, and Great Outdoors, LLC (collectively, the “Parties”), entered into the Original Settlement Agreement on October 31, 2014, to resolve certain disputes between them;

WHEREAS, on June 19, 2014, Great Outdoors, OBJ Enterprises, Inc., and MyGo LLC entered into a share exchange agreement whereupon MyGo LLC became a wholly owned subsidiary of OBJ, OBJ changed its name to MyGo Holding, and Great Outdoors received fifty million, three hundred twenty-three thousand, five hundred twenty-six (50,323,526) shares of OBJ, now known as MyGo Holding (the “Share Exchange”).

WHEREAS, the Parties seek to clarify the Original Settlement Agreement and Share Exchange Agreement;

WHEREAS, this Addendum does not amend, alter, or modify the Original Settlement Agreement;

NOW THEREFORE, for clarity and removal of doubt, the Parties hereby stipulate that the terms of the Original Settlement Agreement were to address certain claims and grievances as follows:

1.   Hammett agreed to surrender all options and any other monies owed under his employment contract with MyGo Games, LLC, in order to settle and resolve certain allegations raised by MyGo Games LLC and MyGo Games Holding Co. in Cause No. D-1-GN-14-003406, previously pending in the District Court of Travis County, Texas;

2.   As a post-closing adjustment to the Share Exchange between the Parties dated June 19, 2014, the Parties agreed (i) to adjust the purchase price from 50,323,526 shares of MyGO to 7,500,000 shares of MyGO, (ii) to amend the transfer of liabilities to include claims by Umur Ozal in the amount of $500,000 in principal, Shahid Ramzan in the amount of $100,000 in principal, and certain other Great Outdoors note holders who were sent note exchange agreements on June 20, 2014, totaling $400,000 in principal, and (iii) to amend the transfer of liabilities to include certain legal expenses incurred by Great Outdoors, LLC;

3.   These post-closing adjustments are related to additional diligence post-closing that uncovered material information that resulted in an adjustment to the value of assets purchased and liabilities assumed from Great Outdoors, LLC by My Go Games, LLC.

IN WITNESS HEREOF, the undersigned have affixed their signatures this 6th day of November, 2014.

DANIEL HAMMETT	MYGO GAMES HOLDING CO.
By:	By:
GREAT OUTDOORS, LLC	MYGO GAMES, LLC
By:	By:

EX-10.3

Exhibit 10.3

SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS (the “Settlement and Release” or “Agreement”) is entered into this 5th day of November, 2014 (“Effective Date”) between MyGo Games Holding Co., MyGo Games, LLC (collectively hereinafter “MyGo”) and Umur Ozal (“Ozal”).

RECITALS

WHEREAS, on or about April 30, 2014, a 7% Series A Convertible Note was issued by MyGo to Great Outdoors, LLC (“Great Outdoors”) in the amount of $150,000;

WHEREAS, on or about May 27, 2014, a 7% Series A Convertible Note was issued by MyGo to Great Outdoors, LLC (“Great Outdoors”) in the amount of $500,000 (collectively, the “MyGo Notes”);

WHEREAS, MyGo issued only issued $650,000 worth of notes to Great Outdoors;

WHEREAS, on or around February 2, 2014, Umur Ozal purchased notes from Great Outdoors (totaling $500,000) to mature on May 30, 2015, repayable if not redeemed or converted by that date.  Interest rate 10% if paid in cash or 15% if paid in shares;

WHEREAS, on or around October 31, 2014 MyGo assumed from Great Outdoors the liabilities resulting from claims by Umur Ozal in connection with the aforementioned notes purchased from Great Outdoors (totaling $500,000);

NOW, THEREFORE, in consideration of the mutual promises, agreements, covenants and representations contained herein, and for other good and valuable consideration, including, but not limited to the payments set forth below and the releases contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree and covenant as follows:

AGREEMENT

1.Stock and Options.  To resolve any concerns between the parties, MyGo shall cause to be issued to Ozal Eleven Million Five Hundred Thousand (11,500,000) shares of common stock of MyGo Games Holding Co.  The common stock shall be fully vested, subject to applicable waiting periods prescribed by the United States Securities Act of 1933, as amended and any applicable state securities laws.

2.Release by Ozal.  In exchange for the common stock listed above, Ozal, for himself, his agents, attorneys and assigns, hereby irrevocably and unconditionally releases and forever discharge MyGo, its affiliates, parents, subsidiaries, shareholders, successors, and predecessors, and all of their past, present and future heirs, employees, agents, attorneys, officers, directors and trustees, as well as other persons and entities acting on their behalf, from any and all claims, liens, demands, obligations, actions, causes of actions, counts, damages, liabilities, losses, fees, costs or expenses, of any nature whatsoever, known or unknown, ascertained or not ascertained, suspected or unsuspected, existing or claimed to exist, from the beginning of time to the date of signing this Settlement and Release arising out of, or in any way related to, the MyGo Notes.

3.Exclusive Agreement and Amendment.  The parties agree and acknowledge that there are no contemporaneous oral agreements between the parties.  No change, modification, rescission or waiver of any provision of this Settlement and Release shall be valid or binding unless it is in writing and signed by all the respective parties to this Settlement and Release.

4.Governing Law.  This Settlement and Release shall be construed in accordance with Texas law.  All parties participated in the preparation of this Settlement and Release and, in the event of any claim arising from a breach of this Settlement and Release, its language shall not be construed against or in favor of either party because of such party’s participation in the preparation of the Agreement.

5.Attorneys’ Fees.  If any proceeding is brought for the enforcement, interpretation, modification, or termination of this Settlement and Release, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with that proceeding, in addition to any other costs or relief to which the party may be entitled.

6.Performance.  The parties shall take all necessary steps to effectuate this Settlement and Release.

IN WITNESS HEREOF, the undersigned have affixed their signatures this 5th day of November, 2014.

UMUR OZAL                                                                                     MYGO GAMES HOLDING CO.

By:     By:    

MYGO GAMES, LLC

By: