Exhibit 10.16  AMENDED AND
RESTATED SETTLEMENT AGREEMENT AND STIPULATION   THIS AMENDED AND RESTATED SETTLEMENT
AGREEMENT and Stipulation dated as of _________, 2013 by and between Santo
Mining Corp. (“Santo” or the “Company”), a corporation formed under the laws of
the State of Nevada, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability
Company.  This Amended and Restated Settlement Agreement and Stipulation
restates and replaces that Settlement Agreement and Stipulation executed and
entered into between IBC and Santo on September 27, 2013 and IBC and Santo
agree that said Settlement Agreement and Stipulation executed September 27,
2013 shall be null and void and of no force or effect. BACKGROUND: WHEREAS, there are bona fide outstanding
liabilities of the Company in the principal amount of not less than $123,027.82;
and WHEREAS, these liabilities are past due;
and WHEREAS, IBC acquired such liabilities on
the terms and conditions set forth in the annexed Claim Purchase Agreement(s),
subject however to the agreement of the Company and compliance with the
provisions hereof; and WHEREAS, IBC and Santo desire to resolve,
settle, and compromise among other things the liabilities as more particularly
set forth on Schedule A annexed hereto (hereinafter collectively referred to as
the “Claims”). NOW, THEREFORE, the parties hereto agree
as follows:


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1.Defined
Terms.As used in this Agreement, the following terms shall have the
following meanings specified or indicated (such meanings to be equally applicable
to both the singular and plural forms of the terms defined): "AGREEMENT" shall have the
meaning specified in the preamble hereof. “BID PRICE” shall mean the closing
bid price of the Common Stock on the Principal Market. “CLAIM AMOUNT” shall mean $123,027.82. "COMMON STOCK" shall mean
the Company's common stock, having no par value per share, and any shares of
any other class of common stock whether now or hereafter authorized, having the
right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company). “COURT” shall mean Circuit Court
within Sarasota County, Florida. "DISCOUNT" shall mean forty-five
(45%) percent of the lowest price for which the Company’s stock has traded on
the Principal Market during the Valuation Period. "DTC" shall have the
meaning specified in Section 3b. "DWAC" shall have the
meaning specified in Section 3b. "FAST"
shall have the meaning specified in Section 3b. "MARKET PRICE" on any
given date shall mean the lowest Closing Sale Price during the Valuation
Period. "PRINCIPAL MARKET" shall
mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the
Counter Bulletin Board, QB marketplace, the American Stock Exchange or the New
York Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock.


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"PURCHASE
PRICE" shall mean the Market Price during the Valuation Period (or such
other date on which the Purchase Price is calculated in accordance with the
terms and conditions of this Agreement) less the product of the Discount and
the Market Price. “SELLER” shall mean any individual
or entity listed on Schedule A, who originally owned the Claims. "TRADING DAY" shall mean
any day during which the Principal Market shall be open for business. "TRANSFER AGENT" shall
mean the transfer agent for the Common Stock (and to any substitute or
replacement transfer agent for the Common Stock upon the Company's appointment
of any such substitute or replacement transfer agent). "VALUATION PERIOD" shall
mean the ten (10) day trading period preceding the share request inclusive of
the day of any Share Request pursuant to this agreement (the “trading period”);
provided that the Valuation Period shall be extended as necessary in the event
that (1) the Initial Issuance is delivered in more than one tranche pursuant to
Sections 3(a) and 3(e), and/or (2) one or more Additional Issuances is required
to be made pursuant to Section 3(d) below, in which case the Valuation Period
for each issuance shall be extended to include additional trading days pursuant
to such issuance.  The Valuation Period shall begin on the date of any Share
Request pursuant to this Agreement, but shall be suspended to the extent that
any subsequent Initial Issuance tranche and/or Additional Issuance is due to be
made until such date as such Initial Issuance tranche and/or Additional
Issuance is delivered to IBC pursuant to Section 3(b)(iii). Any period of
suspension of the Valuation Period shall be established by means of a written
notice from IBC to the Company. 2.Fairness Hearing.Upon the execution hereof, Company and IBC agree,pursuant
to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to immediately
submit the terms and conditions of this Agreement to the Court for a hearing on
the fairness of such terms and conditions, and the issuance exempt from
registration of the Settlement Shares.  This Agreement shall become binding
upon the parties only upon entry of an order by the Court substantially in the
form annexed hereto as Exhibit A (the “Order”).


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3.Settlement Shares.  
Following entry of an Order by the Court in accordance with Paragraph 2 herein
and the delivery by IBC and Company of the Stipulation of Dismissal (as 
defined below), Company shall issue and deliver to IBC shares of its Common
Stock (the “Settlement Shares”) as follows: a.         In settlement of
the Claims, Company shall initially issue and deliver to IBC, in one or more
tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock
(the “Initial Issuance”), subject to adjustment and ownership limitations as
set forth below, sufficient to satisfy the compromised amount at a forty-five
percent (45%) discount to market (the total amount of the claims multiplied by
55%) based on the market price during the valuation period as defined herein
through the issuance of freely trading securities issued pursuant to Section
3(a)(10) of the Securities Act (the “settlement shares”).  The Company shall
also issue to IBC, on the issuance date(s), 250,000 shares as a settlement fee. b.         No later than the
first business day following the date that the Court enters the Order, time
being of the essence, Company shall: (i) cause its legal counsel to issue an
opinion to Company’s transfer agent, in form and substance reasonably
acceptable to IBC and such transfer agent, that the shares of Common Stock to
be issued as the Initial Issuance and Additional Issuance (as defined below)
are legally issued, fully paid and non-assessable, are exempt from registration
under the Securities Act, may be issued without restrictive legend, andmay be resold by IBC without restriction; (ii) transmit
via email, facsimile and overnight delivery an irrevocable and unconditional
instruction to Company’s stock transfer agent; and (iii) issue the Initial
Issuance, as Direct Registration Systems (DRS) shares to IBC’s account with The
Depository Trust Company (DTC) or through the Fast Automated Securities
Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC)
system, without any legends or restriction on transfer. The date upon which the
first tranche of the Initial Issuance shares have been received into IBC’s
account and are available for sale by IBC shall be referred to as the “Issuance
Date”. In the event that Company is delinquent on issuance of shares of stock
to IBC pursuant to the terms and conditions of this Section 3 within three (3)
business days of a request for issuance of shares pursuant to Court Order
Granting Approval of this Settlement Agreement, then upon demand of IBC,
Company shall be responsible for payment of a penalty of $1,000.00 per day,
payable to IBC, until said delinquency is cured.


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c.         During the
Valuation Period, the Company shall deliver to IBC, through the Initial
Issuance and any required Additional Issuance subject to paragraph 3(f) herein,
that number of shares (the “Final Amount”) with an aggregate value equal to (A)
the sum of the Claim Amount, divided by (B) the Purchase Price.  The parties
acknowledge that the number of Settlement Shares to be issued pursuant to this
Agreement is indeterminable as of the date of its execution, and could well
exceed the current existing number of shares outstanding as of the date of its
execution. d.         If at any time
during the Valuation Period the Market Price is below 90% of the Market Price
on the day before the Issuance Date, Company will immediately cause to be
issued and delivered to IBC in accordance with the provisions of Section 3(b)
herein, such additional shares as may be required to effect the purposes of
this Settlement Agreement (each,an “Additional
Issuance”), subject to the limitation in the paragraph below.  At the end of
the Valuation Period, if the sum of the Initial Issuance and any Additional
Issuance is greater than the Final Amount, IBC shall promptly deliver any
remaining shares to Company or its transfer agent for cancellation.


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e.         Notwithstanding
anything to the contrary contained herein, it is the intention of the parties
that the Settlement Shares beneficially owned by IBC at any given time shall
not exceed the number of such shares that, when aggregated with all other
shares of Company then beneficially owned by IBC, or deemed beneficially owned
by IBC, would result in IBC owning more than 9.99% of all of such Common Stock
as would be outstanding on such date, as determined in accordance with Section
16 of the Exchange Act and the regulations promulgated thereunder.  In
compliance therewith, the Company agrees to deliver the Initial Issuance and
any Additional Issuances in one or more traunches. f.          For the avoidance
of doubt, the price used to determine the number of shares of Common Stock to
be delivered pursuant to any Share Request shall be rounded up to the nearest
decimal place  that is one-tenth of the par-value of the Common Stock or
one-tenth of .001 if no par value. 4.Necessary Action.At
all times after the execution of this Agreement and entry of the Order by the
Court, 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. 5.Releases.Upon receipt
of all of the Settlement Shares for and in consideration of the terms and
conditions of this Agreement, and except for the obligations, representations
andcovenants arising or made hereunder or a breach
hereof, the parties hereby release, acquit and forever discharge 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.  Nothing
contained herein shall be deemed to negate or affect IBC’s right and title to
any securities heretofore issued to it by Company or any subsidiary of Company.


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6.Representations.Company hereby represents, warrants and covenants to IBC as follows: a.         There are Four
Hundred and Fifty Million (450,000,000) shares of Common Stock of the Company
authorized, of which approximately Sixty seven million five hundred seventy
seven thousand four hundred eighty nine (67,577,489) Shares of Common Stock are
issued and outstanding, seven million two hundred fifty thousand (7,250,000)
currently reserved, and approximately three hundred seventy five million one
hundred seventy two thousand five hundred eleven (375,172,511) Shares of Common
Stock are available for issuance pursuant hereto; b.         The shares of
Common Stock to be issued pursuant to the Order are duly authorized, and when
issued will be duly and validly issued, fully paid and non-assessable, free and
clear of all liens, encumbrances and preemptive and similar rights to subscribe
for or purchase securities;


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c.         The
shares will be exempt from registration under the Securities Act and issuable
without any restrictive legend; d.         The Company has
reserved from its duly authorized capital stock a number of shares of Common
Stock at least equal to the greater of the number of shares that could be
issued pursuant to the terms of the Order or that it shall reserve at its
transfer agent, at a minimum, fifty million shares (50,000,000) during the
Valuation Period in order to ensure that it can properly carry out the terms of
this agreement, which may only be released to Company once all of the
settlement shares have been delivered and converted pursuant to this agreement
and Company’s obligations are otherwise fully satisfied or there has otherwise
been a default pursuant to the terms of this agreement; e.         If at any time it
appears reasonably likely that there may be insufficient authorized shares to
fully comply with the Order, Company shall promptly increase its authorized
shares to ensure its ability to timely comply with the Order; f.          The execution of
this Agreement and performance of the Order by Company and IBC will not (1)
conflict with, violate or cause a breach or default under any agreements
between Company and any creditor (or any affiliate thereof) related to the
account receivables comprising the Claims, 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; g.         Without limitation,
the Company hereby waives any provision in any agreement related to the account
receivables comprising the Claims requiring payments to be applied in a certain
order, manner, or fashion, or providing for exclusive jurisdiction in any court
other than this Court;


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h.         The
Company has all necessary power and authority to execute, deliver and perform
all of its obligations under this Agreement; i.          The execution,
delivery and performance of this Agreement by Company has been duly authorized
by all requisite action on the part of Company (including a majority of its
independent directors), and this Agreement has been duly executed and delivered
by Company; j.          Company did not
enter into the transaction giving rise to the Claims in contemplation of any
sale or distribution of Company’s common stock or other securities; k.         There has been no
modification, compromise, forbearance, or waiver entered into or given with
respect to the Claims.  There is no action based on the Claims that is
currently pending in any court or other legal venue, and no judgments based
upon the Claims have been previously entered in any legal proceeding; l.          There are no taxes
due, payable or withholdable as an incident of Seller’s provision of goods and
services, and no taxes will be due, payable or withholdable as a result of
settlement of the Claims; m.        Seller was not and
within the past ninety (90) days has not been directly or indirectly through
one or more intermediaries in control, controlled by, or under common control
with, the Company and is not an affiliate of the Company as defined in Rule 144
promulgated under the Act; n.         To the best of the
Company’s knowledge, Seller is not, directly or indirectly, utilizing any of
the proceeds received from IBC for selling the Claims to provide any
consideration to or invest in any manner in the Company or any affiliate of the
Company;


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o.         Company
has not received any notice (oral or written) from the SEC or Principal Market
regarding a halt, limitation or suspension of trading in the Common Stock; and p.         Seller will not,
directly or indirectly, receive any consideration from or be compensated in any
manner by, the Company, or any affiliate of the Company, in exchange for or in
consideration of selling the Claims; q.         Company represents
that none of the services provided or to be provided which gave rise to the
Claims were or are services related to promoting the Company’s Securities or
that may be considered relations services; r.          Company represents
that each Claim being purchased pursuant hereto is a bona-fide Claim against
the Company and that the invoices or written contract(s)/promissory notes
underlying each Claim are accurate representations of the nature of the debt
and the amounts owed by the Company to Seller; s.          Company
acknowledges that IBC or its affiliates may from time to time, hold outstanding
securities of the Company which may be convertible in shares of the Company’s
common stock at a floating conversion rate tied to the current market price for
the stock.  The number of shares of Common Stock issuable pursuant to this
Agreement may increase substantially in certain circumstances, including, but
not necessarily limited to the circumstance wherein the trading price of the
Common Stock declines during the Valuation Period. The Company’s executive
officers and directors have studied and fully understand the nature of the
transaction contemplated by this Agreement and recognize that they have a
potential dilutive effect.  The board of directors of the Company has concluded
in its good faith business judgment that such transaction is in the best
interests of the Company.  The Company specifically acknowledges that its
obligation to issue the Settlement Shares is binding upon theCompany and enforceable regardless of the dilution such
issuance may have on the ownership interests of other shareholders of the
Company.


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t.          None of the
transactions agreements or proceedings described above is party of a plan or
scheme to evade the registration requirements of the Securities Act and Santo
and IBC are acting and has acted in an arms length capacity. 7.Continuing Jurisdiction.Simultaneously with the execution of this Agreement, the attorneys representing
the parties hereto will execute a stipulation of dismissal substantially in the
form annexed hereto as Exhibit B (the “Stipulation of Dismissal”).  In order to
enable the Court to grant specific enforcement or other equitable relief in
connection with this Agreement, (a) the parties consent to the jurisdiction of
the Court for purposes of enforcing this Agreement, and (b) each party to this
Agreement 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 Agreement. 8.Conditions Precedent/
Default . a.         If Company shall
default in promptly delivering the Settlement Shares to IBC in the form and
mode of delivery as required by Paragraphs 2, 3, 4 and 6 herein; b.         If the Order shall
not have been entered by the Court on or prior to ninety (90) days after
execution of this agreement; c.         If the Company
shall fail to comply with the Covenants set forth in Paragraph 14 hereof; d.         If Bankruptcy,
dissolution, receivership, reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors or other legal proceedings for any reason shall be
instituted by or against theCompany; or if the
trading of the Common Stock shall have been halted, limited, or suspended by
the SEC or on the Principal Market; or trading in securities generally on the
Principal Market shall have been suspended or limited;  or, minimum prices
shall been established for securities traded on the Principal Market or
eligible for delivery via DTC or DWAC;  or the Common Stock is not eligible or
unable to be deposited for trade on the Principal Market; or the Common Stock
is no longer eligible for book transfer delivery via DWAC;  or the Company is
delinquent or has not made its required Securities and Exchange Commission filings;
or the average sales volume of the Company’s Common Stock drops below $7,5000.00
in any given week (a period of five consecutive trading days or more on the
Principal Market);  or if at any time the market price for the Company’s Common
Stock drops below .02; or there shall have been any material adverse change (i)
in the Company’s finances or operations, or (ii) in the financial markets such
that, in the reasonable judgment of the IBC, makes it impracticable or
inadvisable to trade the Settlement Shares; and such suspension, limitation or
other action is not cured within ten (10) trading days; then the Company shall
be deemed in default of the Agreement and Order and this Agreement shall be
null and void, unless otherwise agreed by written agreement of the parties;


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e.         In the event that the Company
fails to fully comply with the conditions precedent as specified in paragraph 8
a. through d. herein, then the Company shall be deemed in default of the
agreement and IBC, at its option and in its sole discretion, may declare
Company to be in default of the Agreement and Order, and this Agreement shall
be null and void, unless otherwise agreed by written agreement of the parties. 
In said event, IBC shall have no further obligation to comply with the terms of
this agreement and can thus opt out of making any remaining payments, if
applicable, not previously made to creditors as contemplated by the Claims
Purchase Agreements as referenced in schedule A, 1 through 9.


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9.Information.Company and IBC each represent that prior to the execution of this Agreement,
they have fully informed themselves of its terms, contents, conditions and
effects, and that no promise or representation of any kind has been made to
them except as expressly stated in this Agreement. 10.Ownership and Authority.Company and IBC represent and warrant that they have not sold, assigned,
transferred, conveyed or otherwise disposed of any or all of any claim, demand,
right, or cause of action, relating to any matter which is covered by this
Agreement, that each is the sole owner of such claim, demand, right or cause of
action, and each has the power and authority and has been duly authorized to
enter into and perform this Agreement and that this Agreement is the binding
obligation of each, enforceable in accordance with its terms. 11.No Admission.This
Agreement is contractual and it has been entered into in order to compromise
disputed claims and to avoid the uncertainty and expense of the litigation. 
This Agreement and each of its provisions in any orders of the Court relating
to it shall not be offered or received in evidence in any action, proceeding or
otherwise used as an admission or concession as to the merits of the Action or
the liability of any nature on the part of any of the parties hereto except to
enforce its terms. 12.Binding Nature.This
Agreement shall be binding on all parties executing this Agreement and their
respective successors, assigns and heirs. 13.Authority to Bind.Each
party to this Agreement represents and warrants that the execution, delivery
and performance of this Agreement and the consummation of the transactions
provided in this Agreement have been duly authorized by all necessary action of
the respective entity and that the person executing this Agreement on its
behalf has the full capacity to bind that entity.  Each party further
represents and warrants that it has been represented byindependent
counsel of its choice in connection with the negotiation and execution of this
Agreement, and that counsel has reviewed this Agreement.


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14.Covenants. a.         For
so long as IBC or any of its affiliates holds any shares of Common Stock,
neither Company nor any of its affiliates shall  vote any shares of Common
Stock owned or controlled by it (unless voting in favor of a proposal approved
by a majority of Company’s Board of Directors), or solicit any proxies or seek
to advise or influence any person with respect to any voting securities of
Company; in favor of (1) an extraordinary corporate transaction, such as a
reorganization or liquidation, involving Company or any of its subsidiaries,
(2) a sale or transfer of a material amount of assets of Company or any of its
subsidiaries, (3) any material change in the present capitalization or dividend
policy of Company, (4) any other material change in Company’s business or
corporate structure, (5) a change in Company’s charter, bylaws or instruments
corresponding thereto (6) causing a class of securities of Defendant to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association, (7) causing a class of equity securities of Company to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, (8) terminating its Transfer Agent
(9) taking any action which would impede  the purposes and objects of this
Settlement Agreement  or (10) taking any action, intention, plan or arrangement
similar to any of those enumerated above.  Nothing in this section shall be
deemed to exclude strategic decisions by Company made in an effort to expand
the Company except asexpressly stated herein.  The
provisions of this paragraph may not be modified or waived without further
order of the Court.


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b.         Immediately
upon the signing of the Settlement Order by the Court, the Company shall cause
to be filed a Form 8-K with the Securities and Exchange Commission disclosing
the settlement. The Company shall file such additional SEC filings as may be
required in respect of the transactions. 15.Indemnification.Company shall indemnify, defend and hold IBC and its affiliates harmless with
respect to all obligations of Company arising from or incident or related to
this Agreement, including, without limitation, any claim or action brought
derivatively or by the Seller or shareholders of Company. 16.Legal
Effect.The parties to this Agreement represent that each of them has
been advised as to the terms and legal effect of this Agreement and the Order
provided for herein, and that the settlement and compromise stated herein is
final and conclusive forthwith, subject to the conditions stated herein, and
each attorney represents that his or her client has freely consented to and
authorized this Agreement after have been so advised. 17.Waiver
of Defense.Each party hereto waives a statement of decision, and the
right to appeal from the Order after its entry.  Company further waives any
defense based on the rule against splitting causes of action.  The prevailing
party in any motion to enforce the Order shall be awarded its reasonably
attorney fees and expenses in connection with such motion.  Except as expressly
set forth herein, each party shall bear its own attorneys’ fees, expenses and
costs. 18.Signatures.This Agreement may be signed in counterparts and the Agreement, together with
its counterpart signature pages, shall be deemed valid and binding on each
partywhen duly executed by all parties. Facsimile and
electronically scanned signatures shall be deemed valid and binding for all
purposes.  This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof. This Agreement
supersedes all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof.


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19.Choice
of Law, Etc.Notwithstanding the place where this Agreement may be
executed by either of the parties, or any other factor, all terms and
provisions hereof shall be governed by and construed in accordance with the
laws of the State of Florida, applicable to agreements made and to be fully
performed in that State and without regard to the principles of conflicts of
laws thereof.  Any action brought to enforce, or otherwise arising out of this
Agreement shall be brought only in State Court sitting in Sarasota County, Florida. 20.Exclusivity.For a period of the earlier of one hundred eighty (180) days from the date of
the execution of this Agreement or upon IBC’s final sale of all shares of stock
issued pursuant hereto subsequent to final adjustment; (a) Company and its
representatives shall not directly or indirectly discuss, negotiate or consider
any proposal, plan or offer from any other party relating to any liabilities,
or any financial transaction having an effect or result similar to the
transactions contemplated hereby, and (b) IBC shall have the exclusive right to
negotiate and execute definitive documentation embodying the terms set forth
herein and other mutually acceptable terms. 21.Inconsistency.In the event of any inconsistency between the terms of this Agreement and any
other document executed in connection herewith, the terms of this Agreement
shall control to the extent necessary to resolve such inconsistency.


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22.NOTICES.Any notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given on the
earliest of  (a)  the date
delivered, if delivered by personal delivery as against written receipt
therefore or by confirmed facsimile transmission,  (b)  the
seventh business day after deposit, postage prepaid, in the United States
Postal Service by registered or certified mail, or  (c)  the second
business day after mailing by domestic or international express courier, with
delivery costs and fees prepaid,  in each case, addressed to each
of the other parties thereunto entitled at the following addresses (or at such
other addresses as such party may designate by ten (10) days’ advance written
notice similarly given to each of the other parties hereto):    Company: Santo Mining Corporation Alain French, CEO Ave. Sarasota #20, Suite 1103 Torre Empresarial, Santo Domingo Republica Dominicana 849-658-8081 (phone) afrench@santomining.com (email)   with a copy to:  Michael
G. Brown, Esquire P.O. Box 19702 Sarasota, Florida 34237 941-780-1300
(phone) 941-296-7500
(fax) Florida Bar No. 0148709  IBC
Funds, LLC Attn:
Samuel Oshana 1170 Kane
Concourse, Suite 404 Bay Harbor,   Florida 33154 Telephone:
786-218-4651 Email:
sam@ibcfunds.com  and


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Charles N. Cleland, Jr., P.A. 2193 Ringling Boulevard Sarasota, Florida 34237 (941) 955-1595 phone (941) 953-7185 facsimile Florida Bar No. 0896195 ccleland@clelandpa.com email  IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated Settlement Agreement and Stipulation as of the date first indicated above.  IBC Funds, LLC   By: ___________________________ Name: __________________ Title: ___________________     Santo Mining Corp.   By: ____________________________ Name: ____________________ Title: _____________________


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SCHEDULE A  CLAIMS


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Affiliates


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EXHIBIT A  IN THE CIRCUIT
COURT IN THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA  CIVIL
ACTION NO. IBC Funds, LLC, a Nevada Limited Liability
Corporation, Plaintiff,  -against-   Santo Mining Corp., a Nevada Corporation, Defendant. ____________________________________/  ORDER GRANTING
APPROVAL OF AMENDED AND RESTATED SETTLEMENT
AGREEMENT AND STIPULATION   This matter having come on for a hearing
on the ____ day of __________, 2013, to approve the Settlement Agreement
entered into as of ___________________ between Plaintiff, IBC Funds, LLC
(“Plaintiff”) and Defendant, Santo Mining Corp. (“Defendant” and collectively
with Plaintiff, the “Parties”), and the Court having held a hearing as to the
fairness of the terms and conditions of the Amended and Restated Settlement
Agreement and Stipulation and being otherwise fully advised in the premises,
the Court hereby finds as follows: 1.         The Court has been advised that
the Parties intend that the sale of the Shares (as defined by the Settlement
Agreement and, hereinafter, the “Shares”) to and the resale of the Shares by Plaintiff
in the United States, assuming satisfaction of all other applicable securities
laws and regulations, will be exempt from registration under the Securities Act
of 1933 (the “Securities Act”) in reliance upon Section 3(a)(10) of the
Securities Act based upon this Court’sfinding herein
that the  terms and conditions of the issuance of the Shares by Defendant to
Plaintiff are fair to Plaintiff;


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2.         The hearing having been
scheduled upon the consent of Plaintiff and Defendant, Plaintiff has had adequate
notice of the hearing and Plaintiff is the only party to whom Shares will be
issued pursuant to the Settlement Agreement; 3.         The terms and conditions of the
issuance of the Shares in exchange for the release of certain claims as set
forth in the Settlement Agreement are fair to Plaintiff, the only party to whom
the Shares will be issued; 4.         The fairness hearing was open
to Plaintiff.  Plaintiff was represented by counsel at the hearing who
acknowledged that adequate notice of the hearing was given and consented to the
entry of this Order. It is hereby ORDERED AND ADJUDGED that the
Amended and Restated Settlement Agreement and Stipulation is hereby approved as
fair to the party to whom the Shares will be issued, within the meaning of
Section 3(a)(10) of the Securities Act and that the sale of the Shares to
Plaintiff and the resale of the Shares in the United States by Plaintiff,
assuming satisfaction of all other applicable securities laws and regulations,
will be exempt from registration under the Securities Act of 1933. SO ORDERED, this ___ day of ___________,
2013.  ____________________________________ The
Honorable _________________  Conformed copies to: Charles N. Cleland, Jr., Esq. Michael G. Brown, Esq.


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IN THE CIRCUIT COURT IN THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA  CIVIL ACTION NO. IBC Funds, LLC, a Nevada Limited Liability Corporation, Plaintiff,  -against-   Santo Mining Corp., a Nevada Corporation, Defendant. ____________________________________/  STIPULATION OF DISMISSAL   IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the attorneys of record for all the parties to the above-entitled action, pursuant to the Florida Rules of Civil Procedure, that whereas no party hereto is an infant or incompetent person for whom a committee has been appointed or conservatee and no person not a party has an interest in the subject matter of the action, the above-entitled action be, and the same hereby is, discontinued with prejudice, each party to bear its own costs. This Stipulation may be filed without further notice with the Clerk of the Court.  Dated: _______________________, 2013  __________________________________                ___________________________________ Charles N. Cleland, Jr., Esq.                                       Michael G. Brown, Esquire CHARLES N. CLELAND, JR., P.A.                                    P.O. Box 19702 Florida Bar No. 0896195                                            Sarasota, Florida 34237 2193 Ringling Blvd.                                                   941-780-1300 (phone) Sarasota, Florida 34237                                              941-296-7500 (fax) (941) 955-1595 phone                                                 Florida Bar No. 0148709 (941) 953-7185 facsimile                                            Attorney for Defendant Attorney for Plaintiff   SO ORDERED:                     ___________________________________ The Honorable ______________________