SETTLEMENT
AGREEMENT


 


This
Settlement Agreement (“Agreement”) is made this 26th day of September, 2013 (the “Agreement Date”), by
and between Mindpix, Inc., a Nevada corporation, (“MPIX” of the “Company”), and Roxanna Weber a/k/a Roxanna
Green, an individual residing at 1710 Hampton Pass Douglasville, GA 30134 (“Weber”), “), eMax Media, Inc., a
Florida corporation, Entertainmax, a Georgia corporation, New Unified Corp., a Florida corporation, Weber Family Trust, a trust
controlled by Roxanna Weber, eMax Music Inc. , a Florida corporation and eMax Alive, a Florida company, Artists Innovations, A
Florida Company, Me Too Records a Florida Company, (together the Weber Parties). For purposes herein MPIX, Weber and the Weber
Parties may collectively be referred to as the “Parties.”


 


RECITALS


 


WHEREAS,
a dispute has arisen between the parties with regard to amounts owed between the Parties;


 


WHEREAS,
the Parties believe that it is in the best interest of each to settle their disputes.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual promises, representations, covenants and warranties set forth
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:


 


AGREEMENT


 


I.
Settlement of Amounts Owed to and From the Parties




 


 A. The financial statements of Mindpix state that:


 




i.
$190,056 is due and owing to the Weber Parties


 




ii.
522,187,878 MPIX common shares with a value at time of issuance of $3,639,488 is due from Weber Parties


 


 B. In consideration of the return of the shares listed on Exhibit A, the Parties agree that neither party shall be indebted to the other for any amount as of the date hereof.




 


II.
Actions to be taken




 


A.
Cancellation of Common Shares


 


The
Shares listed on Exhibit A have been placed in Escrow with Jonathan D. Leinwand, P.A. (JDLPA). JDLPA is hereby instructed to take
all actions necessary to have such shares canceled and returned to the treasury of Mindpix. The Parties agree to provide JDLPA
with any documents necessary for the cancelation of such shares, including but not limited to board resolutions and medallion
guaranteed stock powers.


 




    	 



    	 



    


 


B.
Cancellation of Preferred Shares


 


Preferred
Shares as set forth on Exhibit B have been issued. The owners of such shares shall return those shares to the Company, by sending
them to either JDLPA or the transfer agent, and such shares shall be canceled.


 


C.
Standard Stock transfer Litigation


 


Immediately
upon execution of this agreement, counsel for the Parties shall communicate with counsel for Standard Stock transfer and inform
him of this settlement agreement. Counsel for the parties shall be authorized to enter into any stipulation of settlement that
incorporates the terms of this agreement. The Parties agree to provide JDLPA with any documents necessary for the cancelation
of such shares, including but not limited to board resolutions and medallion guaranteed stock powers.


 


D.
Bank Accounts


 


Any
Bank Accounts opened in the name of MPIX or any of its subsidiaries by Weber on or after July 5, 2013 shall be closed and the
account statements provided to MPIX. Any funds in those accounts shall be returned to MPIX.


 


III. Non-Disparagement




 


A.The
Weber Parties each agrees that he or it will not, directly or indirectly, individually or as a consultant to, or an employee,
officer, director, manager, stockholder, partner, member, representative, agent or other owner or participant in any business
entity, defame, disparage, or cause disparagement of MPIX including all of its current and former agents, employees, representatives,
officers, directors, board members, attorneys, affiliates, parents, subsidiaries, divisions, assigns, subrogees, predecessors
and successors in interest (the “MPIX Parties”). Further, the Weber Parties each agrees not to, and will not assist
or encourage, directly or indirectly, in any way any individual, company or entity, or groups of individuals, companies or entities,
to bring or pursue any lawsuits, charges, complaints, claims, grievances, or actions or make any other demands against MPIX and
the MPIX Parties, unless compelled to do so by law.


 


B.MPIX
agrees that it will not, directly or indirectly, defame, disparage, or cause disparagement of Weber or the Weber Parties including
all of its current and former agents, employees, representatives, officers, directors, board members, attorneys, affiliates, parents,
subsidiaries, divisions, assigns, subrogees, predecessors and successors in interest. Further, MPIX agrees not to, and will not
assist or encourage, directly or indirectly, in any way any individual, company or entity, or groups of individuals, companies
or entities, to bring or pursue any lawsuits, charges, complaints, claims, grievances, or actions or make any other demands against
the Weber Parties, unless compelled to do so by law.


 


This
Section III shall survive in perpetuity.


 




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IV. Release
of MPIX and the MPIX Parties




 


In
exchange for the promises, undertakings and agreements by MPIX contained herein, the Weber Parties hereby irrevocably and forever
release, forgive and discharge MPIX and the MPIX Parties, now or in the future from any and all claims, demands, contracts, actions,
causes of action, suits, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, contracts, agreements, promises, variances, trespasses, damages, judgments, demands and liabilities of any kind
or nature whatsoever, in law or in equity, whether known or unknown, which the Weber Parties or any of the Weber Releasees (as
hereinafter defined) ever had, now have or may, can or shall have in the future against any of MPIX or the MPIX Parties for, upon
or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the Agreement Date, and excepting
only the obligations and agreements contained in this Agreement.


 


V. Release
of the Weber Parties and the Weber Releasees




 


In
exchange for the promises, undertakings and agreements by Weber and the Weber Parties contained herein, MPIX hereby irrevocably
and forever releases, forgives and discharge Weber and the Weber Parties and their respective present and former agents, employees,
representatives, officers, directors, board members, attorneys, affiliates, parent entities, subsidiaries, divisions, assigns,
subrogees, predecessors and successors in interest (collectively, the “Weber Releasees”), now or in the future from
any and all claims, demands, contracts, actions, causes of action, suits, obligations, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, controversies, contracts, agreements, promises, variances, trespasses, damages, judgments,
demands and liabilities of any kind or nature whatsoever, in law or in equity, whether known or unknown, which MPIX ever had,
now has or may, can or shall have in the future against the Weber Parties or the Weber Releasees for, upon or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the day of the Agreement Date, excepting only the obligations
and agreements contained in this Agreement.


 


VI. REPRESENTATIONS,
WARRANTIES AND COVENANTS




 


A.
The Weber Parties and MPIX each represents and warrants that he or it has read this Agreement, has consulted with such legal,
tax and investment advisors as he or it, in its sole discretion, has deemed necessary prior to executing this Agreement,
understands the meaning and application of this Agreement and signs this Agreement knowingly, voluntarily, without coercion,
duress or other improper pressure, and of his or its own free will with the intent of being bound hereby; that he or it has
not been subjected to any duress, undue influence or inequality of bargaining power in connection with the negotiation or
execution of this Agreement; that except for statements, representations and promises expressly set forth in this Agreement,
such Party has not relied upon any statement, representation or promise of any other party (or of any employee, attorney or
other representative of any other party or of an affiliated entity) in executing this Agreement, and no other party has made
any statements, representations or promises regarding a fact relied upon by him or it in entering into this Agreement; and
that he or it has made an investigation of the facts pertaining to the Parties’ actual and potential disputes as he or
it deemed necessary or desirable.


 




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B.
The Weber Parties and MPIX each represents and warrants that his or its execution, delivery and performance of this Agreement,
in the time and manner herein specified, does or will not violate any constitution, statute, regulation, rule, injunction, order,
decree, ruling, charge or other restriction of any government, governmental or regulatory agency or body, or court applicable
to him or it, or any provision of its applicable organizational documents or other similar governing instruments, and will not
conflict with, result in a breach of, or constitute a default under any existing agreement, indenture, or other instrument to
which such Party is a party or by which such Party may be bound or affected.


 


C.
The Weber Parties and MPIX each represents and warrants that he or it has the full legal or corporate power and authority to enter
into this Agreement and to perform his or its obligations hereunder in the time and manner contemplated; and that the execution,
delivery and performance by such Party of the transactions contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of such Party, and when executed and delivered by the Parties, shall constitute a valid
and legally binding obligation of such Party, enforceable against such Party in accordance with the terms of this Agreement. The
individuals whose signatures appear below are authorized to sign this Agreement in their own behalf or for their respective entities.


 


D.
The Weber Parties and MPIX each represents and warrants that (i) there is no action, suit, proceeding, judgment, claim or investigation
pending, or to his or its knowledge, threatened against any of the Parties that could reasonably be expected in any manner to
challenge or seek to prevent, enjoin, impair, alter or delay any of the transactions contemplated by this Settlement Agreement,
and (ii) no authorization, consent, order or approval by any governmental or regulatory agency or body, or other person, is required
for the valid authorization, execution, delivery or performance by such Party of this Settlement Agreement and the consummation
of the transactions contemplated hereby.


 


E.
All representations and warranties made in this Agreement shall survive the execution of this Agreement and these representations
and warranties shall not be diminished or affected by any investigations, at any time, by the other Party.


 


F.
The Weber Parties each hereby agrees and covenants that:


 


1.
He or it will not make any purchases, sales or other transactions in the securities of MPIX based on any material non-public information;
and


 


2.
He or it will utilize his or its best efforts to safeguard and prevent the dissemination of such material non-public information
to third parties.


 


The
obligations set forth in this Section IX(G) shall survive in perpetuity.


 




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XI. Other
Material Terms and Conditions




 


A. Additional
Instruments


 


Each
of the Parties shall from time to time, at the request of others, execute, acknowledge and deliver to the other Party any and
all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement.


 


B. Entire
Agreement


 


The
Parties hereby agree that this Agreement is intended to and does contain and embody herein all of the understandings and agreements,
both written or oral, between the Weber Parties and MPIX with respect to the subject matter of this Agreement, it supercedes any
and all prior written and oral agreements, statements, understandings and discussions with respect to the subject matter herein,
and there exists no oral agreement or understanding or expressed or implied liability, whereby the absolute, final and unconditional
character and nature of this Agreement shall be in any way invalidated, empowered or affected. No Party shall be bound by any
terms or representations not expressly contained in writing in this Agreement, each of which is agreed to be immaterial and none
of which was relied upon by the Parties.


 


C.. Laws
of the State of Florida


 


The
Parties hereby agree that this Agreement, the Parties’ performance under it, and all legal actions and special proceedings
relating to or arising out of this Agreement will be construed in accordance with and pursuant to the laws of the State of Florida
without regard to its internal choice of law analysis, and shall govern to the exclusion of the law of any other forum.


 


D.
Jurisdiction


 


The
circuit or county court in Broward County, Florida shall be the sole and exclusive jurisdiction and forum for any legal action
or dispute arising from, in connection with or interpreting this Agreement. The Parties hereby consent to the exercise of personal
jurisdiction over them by the appropriate court of competent jurisdiction in Broward County, Florida.


 


 E. Assignments




 


Except
as otherwise provided by this Agreement, this Agreement may not be assigned by either Party without the prior written consent
of the other Party, provided, however, that MPIX may assign its rights, duties and obligations hereunder in connection with the
transfer (by merger or by sale of assets or stock) of all or a majority of either its total assets or stock to an unrelated third
party. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and
assigns.


 




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F.
Originals


 


This
Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute
one and the same agreement. Facsimile copies with signatures shall be given the same legal effect as an original.


 


G.
Notices


 


All
notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including
electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service,
electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt
requested, addressed to:


 


MPIX:


332
Lincoln Road


Miami
Beach, FL 33139


Attn:
Victor Siegel


Fax:


 


With
a copy to that shall not constitute notice:


Jonathan
Leinwand, Esq.


200
S. Andrews Ave., Suite 703B


Fort
Lauderdale, FL 33301


Fax:
954-903-7856


 


The
Weber Parties:


 


To
their addresses as set forth on Page 1


 


With
a copy to that shall not constitute notice:


Simon
Kogan, Esq.


171
Wellington Court, Apt. 1J 


Staten
Island, NY 10314


 


Each
Party shall at all times keep the other Party informed of its principal place of business if different from that stated herein,
and shall promptly notify the other of any change, giving the address of the new place of business or residence.


 


H.
Modification and Waiver




 


A
termination, modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and
executed by the Parties with the same formality as this Agreement. The failure of any Party to insist upon strict performance
of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar
nature or of any other nature.


 









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I. Non-Exclusive
Remedies




 


The
Parties agree that they are entitled to exercise any remedy at law or in equity, each of which shall be deemed cumulative and
not exclusive. The Parties further agree that the non-breaching Party is entitled to seek specific performance or other equitable
relief with respect to the provisions of this Agreement, and that monetary damages would not provide adequate compensation for
any damages incurred by reason of a breach of any of the provisions of this Agreement.


 


J. Settlement
Agreement Not Admissible




 


The
Parties agree that, in any future legal or other proceeding, evidence concerning any term or provision of the Agreement shall
not be used in any way, shall not be discoverable or admissible in any respect and shall be without prejudice to each Party’s
legal position, except in any action to enforce the terms and provisions of the Agreement. The Parties further agree that execution
of the Agreement and compliance with its terms does not constitute an admission of liability or wrongdoing by the Parties.


 


K. Survival
of Provisions




 


If
any provision of this Agreement shall be found invalid, illegal or unenforceable in whole or in part, then such provision shall
be deemed modified or restricted to the extent and in the manner necessary to render the same valid, legal and enforceable or
shall be deemed excised from this Agreement as such circumstances may require, and this Agreement shall be construed and enforced
to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted
or as if such provision had not been originally incorporated herein, as the case may be. The invalidity, illegality or unenforceability
of any provision of this Agreement pursuant to judicial decree or otherwise shall not affect the validity, legality or enforceability
of any other provision in this Agreement, all of which shall remain in full force and effect.


 


L. Captions




 


The
captions in this Agreement are for convenience only and shall not be considered a part of the Agreement or affect the construction
or interpretation of any provision in this Agreement.


 


M. Mutual
Drafting of Settlement Agreement




 


The
negotiations and drafting of this Agreement have been participated in by each of the Parties for all purposes, and the Agreement
shall be deemed to have been drafted jointly by all Parties.


 









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N. Confidentiality




 


The
Parties represent and agree to keep the existence of this Agreement, the amount of this settlement, the terms and content of this
Agreement, and the negotiations leading thereto completely confidential and will not publicize or disclose the conditions, terms
or content of this Agreement in any manner, whether in writing or orally, to any person, directly or indirectly, or by or through
any agent, attorney or other representative, unless required to do so by law or except as necessary to effectuate the terms of
this Agreement or to comply with applicable laws or the rules and regulations promulgated by the Securities and Exchange Commission.
It shall not be a violation of this paragraph for either Party to respond to an inquiry by saying “The matter is settled.”


 


O. No
Assignment of Claims




 


The
Weber Parties each represents and warrants that there has been no assignment or other transfer of any interest in any claim released
hereunder and agrees to indemnify and hold MPIX and the MPIX Parties harmless from any liability or claims, demands, damages,
costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer. It is the intention of the Parties
that this indemnity does not require payment as a condition precedent to recovery under this indemnity.


 


P. Attorneys’
Fees and Expenses




 


The
Parties agree that in the event any Party breaches the terms of this Agreement, or the representations and warranties contained
herein, and the non-breaching Party then seeks to enforce the terms, representations and warranties of this Agreement and/or obtain
injunctive relief, the prevailing Party shall be entitled to recover from the breaching Party all of the prevailing Party’s
costs and expenses including reasonable attorneys’ fees (both at the trial and appellate levels) incurred in connection
with the prevailing Party’s enforcement of the terms of this Agreement and/or efforts to obtain injunctive or equitable
relief.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the day and year first above written.


 


	MINDPIX
    CORPORATION INC.	 
	 	 
		 
	By: 	Victor
    Siegel	 
	Title: 	Chief Executive Officer	 


 


	 	 
	Roxanna
Weber	 


 


	EMAX ALIVE INC.	 
	 	 
	 	 
	By:	Dianne Christmas	 
	Title:	Secretary	 


 


	ENTERTAINMAX.	 
	 
	 	 
	By:	Roxanna Weber	 
	Title:	President	 


 


	NEW UNIFIED CORP	 
	 	 
	 	 
	By:	Dennis Wilson	 
	Title:	President	 


 




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	ARTISTS INNOVATIONS	 
	 	 
	 	 
	By:	Dianne
Christmas	 
	Title	President	 


 


	EMAX MEDIA	 
	 	 
	 	 
	By:	Eric Jeter	 
	Title	President	 


 


	EMAX WORLDWIDE INC.	 
	 	 	 
	 	 
	By:	Dennis Wilson	 
	Title	President	 
	 	 	 
	ME-TOO RECORDS	 
	 	 	 
		 
	By:	Roxanna Weber	 
	 	Title President	 
	 	 	 
	EMAX Music 	 
	 	 	 
	 	 
	By:	Eric Jeter	 
	Title	 President	 


 




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EXHIBIT
A


 


Common
Shares


 


	Name	 	Cert #	 	 	Number of Shares	 
	Artists Innovations	 	1000	 	 	 	500,000	 
	Chris and Michelle Koprivic	 	6902	 	 	 	4,000,000	 
	Robert E Janssen	 	6938	 	 	 	1,000,000	 
	Gregory Starr	 	6949	 	 	 	675,000	 
	Just Marketing Group	 	7002	 	 	 	2,000,000	 
	Roxanna Weber	 	7031	 	 	 	8,325,000	 
	Emax Media Inc.	 	7140	 	 	 	43,833,333	 
	New Unified Corp.	 	7142	 	 	 	25,000,000	 
	The Weber Family Trust	 	7146	 	 	 	15,000,000	 




 



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EXHIBIT
B


 


Preferred
Shares


 




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