SETTLEMENT
AGREEMENT AND STIPULATION


 


THIS SETTLEMENT
AGREEMENT and STIPULATION is dated as of July 17, 2014 by and between Seaniemac International, Ltd. (“SM” or the “Company”),
a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability
Company.


 


BACKGROUND:


 


WHEREAS,
there are bona fide outstanding liabilities of the Company in the principal amount of not less than $100,000.00; 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 SM 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:


 


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.


 


“CLAIM
AMOUNT” shall mean $100,000.00.


 




    	1



    	 



    


 


“COMMON
STOCK” shall mean the Company’s common stock, $.001 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 Manatee County, Florida.


 


“DISCOUNT”
shall mean fifty (50%) percent.


 


“SALE
PRICE” shall mean the Sale Price of the Common Stock on the Principal Market.


 


“MARKET
PRICE” on any given date shall mean the lowest 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.


 


“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.


 


“TRADING
PERIOD” shall mean Trading Days during the Valuation Period.


 




    	2



    	 



    


 


“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 fifteen (15) 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 tranches 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”).


 




    	3



    	 



    


 


3. Settlement
Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and
Company of the Stipulation and Order of Dismissal (as defined below) subject to paragraph 7 herein, 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 fifty percent (50%) discount to market (the total amount of the
claims divided by 50%) 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”).


 


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, and may 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 in the form annexed hereto as Exhibit
B; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares in one or more tranches as necessary, without
any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of freely trading securities
issued pursuant to Section 3(a) 10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a request to SM
which states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Share Request”).
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 five (5) business days of a request for issuance
of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the Discount shall be increased by five
percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum
Discount of ninety percent (90%) until all Settlement Shares have been received by IBC and Company has fully complied with all
terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation.


 




    	4



    	 



    


 


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.


  


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 4.99% 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 tranches.


 


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 of .00001.


 


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



    	 



    




 


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 and covenants 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.


 


6. Representations.
Company hereby represents, warrants and covenants to IBC as follows:


 


a. There
are Two Billion (2,000,000,000) shares of Common Stock of the Company authorized, of which approximately Forty Two Million One
Hundred Seventy Thousand Three Hundred Forty Five (42,170,345) Shares of Common Stock are issued and outstanding; and approximately
One Billion Nine Hundred Fifty Seven Million Eight Hundred Twenty Nine Thousand Six Hundred Fifty Five (1,957,829,655) 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;


 




    	6



    	 



    


 


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 and that Company shall reserve at its transfer
agent, at a minimum, Fifty Million (50,000,000) shares 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;


 




    	7



    	 



    


 


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 and its Board of Directors (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;


 




    	8



    	 



    


 


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 investor 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 the Company and enforceable regardless of the dilution such
issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further
given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur
below the par value of the Company’s Common Stock.


  


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 SM and IBC are acting and has acted in an arms length capacity.


 






    	9



    	 



    

 


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”).
The parties hereto expressly agree that said Stipulation of Dismissal shall not be filed, but shall be held in escrow by counsel
for IBC Funds, LLC, until such time that Company has fully complied with all of its obligations pursuant to this Settlement Agreement
and Stipulation. 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 or otherwise fail in any way to fully comply with the provisions thereof;


 


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
the Company; 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 the Common Stock is not eligible or unable to be deposited for
trade on the Principal Market; or the Company is delinquent or has not made its required Securities and Exchange Commission filings;
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 and/or any remaining obligations of IBC pursuant to this Agreement shall
be voidable in the sole discretion of IBC, unless otherwise agreed by written agreement of the parties;


 




    	10



    	 



    


 


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 and/or any remaining obligations of IBC pursuant to this Agreement
shall be voidable in the sole discretion of IBC, 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 Agreement as referenced in schedule A.


 


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.


 




    	11



    	 



    


 


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 by independent counsel of its choice in connection with
the negotiation and execution of this Agreement, and that counsel has reviewed this Agreement.


 


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 as expressly stated herein. The provisions
of this paragraph may not be modified or waived without further order of the Court.


 




    	12



    	 



    


 


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.


 


c. IBC
hereby covenants that they have not provided any funds or other consideration to the Company and have no intent to do so. In no
event shall any of the funds received from the sale of shares of the Company in reliance upon the Court Order be used to provide
any consideration to the Company or any affiliate of the Company.


 


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.


 




    	13



    	 



    


 


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 party when 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.


 


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 Manatee County, Florida.


 




    	14



    	 



    


 


20. Exclusivity.
For a period of the later 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 enter into any exchange transaction under Section 3(a)(10) of the Securities Act nor 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.


 


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


 




    	15



    	 



    


 


(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:		 
	 	 	Seaniemac International, Ltd.	 
	 	 	Barry Brookstein, CEO	 
	 	 	780 New York Avenue	 
	 	 	Suite A	 
	 	 	Huntington, New York 11743	 
	 	 	Tel: 516-369-3104	 
	 	 	Fax:831-620-0156	 
	 	 	Email: barry@brooksteinassociates.com	 
	 	 	 	 
	 	with a copy to:		 
	 	 	 	 
	 	 	Tinley M. Rudd, Esquire	 
	 	 	2127 Ringling Blvd., Suite 103	 
	 	 	Sarasota, Florida 34237	 
	 	 	941-951-6733 (phone)	 
	 	 	941-951-6738 (fax)	 
	 	 	Florida Bar No. 022902	 
	 	 	 	 
	 	 	IBC Funds, LLC	 
	 	 	Attn: Samuel Oshana	 
	 	 	1170 Kane Concourse, Suite 404	 
	 	 	Bay Harbor, Florida 33154	 
	 	 	Telephone: 786-218-4651	 
	 	 	Email: sam@ibcfunds.com	 
	 	 	 	 
	 	 	and	 
	 	 	 	 
	 	 	Charles N. Cleland, Jr., P.A.	 
	 	 	2127 Ringling Boulevard, Suite 104	 
	 	 	Sarasota, Florida 34237	 
	 	 	(941) 955-1595 phone	 
	 	 	(941) 953-7185 facsimile	 
	 	 	Florida Bar No. 0896195	 
	 	 	ccleland@clelandpa.com email	 


 




    	16



    	 



    


 


IN WITNESS WHEREOF, the parties
have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.


 


	 	IBC Funds, LLC
	 	 	 
	 	By:	/s/ Samuel Oshana
	 	Name:	Samuel Oshana
	 	Title:	Managing Partner


 





	 	Seaniemac International, Ltd.
	 	 	 
	 	By:	/s/ Barry Brookstein
	 	Name:	Barry Brookstein
	 	Title:	CEO


 




    	17



    	 



    


 


Affiliates


 




    	18



    	 



    


 


EXHIBIT
A


 


IN
THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT

 IN AND FOR MANATEE COUNTY, FLORIDA


 


IBC Funds,
LLC,


a Nevada
Limited Liability Company,


Plaintiff,


 


	v.	Case No.



 


Seaniemac
International, Ltd.,


a Nevada
Corporation,


Defendant.


___________________________________/


 


ORDER
GRANTING APPROVAL OF


SETTLEMENT
AGREEMENT AND STIPULATION


 


This matter having
come on for a hearing on the ___ day of ____________ , 2014, to approve the Settlement Agreement entered
into as of_________________________________ , 2014 between Plaintiff, IBC Funds, LLC (“Plaintiff’) and
Defendant, Seaniemac International, Ltd. (“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 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’s finding herein that the terms
and conditions of the issuance of the Shares by Defendant to Plaintiff are fair to Plaintiff;


 




    	19



    	 



    


 


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 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. The Settlement Agreement and Stipulation entered
into between the parties is hereby approved and the parties are ordered to comply with same. The Circuit Court of the Twelfth Judicial
Circuit in and for Manatee County, Florida reserves jurisdiction over the parties to this action as well as the subject matter
herein for purposes of contempt and enforcement of the Settlement Agreement and Stipulation as well as for such other purposes
as allowed by law.


 


SO
ORDERED, this ____ day of ______________, 2014.


  


	 	_______________________________________________
	 	The Honorable ______________________
	 	 
	Conformed copies to:	 
	Charles N. Cleland, Jr., Esq.	 
	Tinley M. Rudd, Esq.	 


 




    	20



    	 



    


 


EXHIBIT
B


 


[To be reprinted
on Company letterhead]


 


	 	DATE



 


Island Stock Transfer


15500 Roosevelt Boulevard
Suite 301


Clearwater, FL 33760


 


Ladies and
Gentlemen:


 


Seaniemac
International, Inc. (the “Company”) and IBC Funds LLC. (the “Investor”) have entered into a 3(a)(10)
Settlement dated as of ___________ (the “Agreement”) in the principal amount of $100,000.00 (the
“Settlement”).


 


A
copy of the settlement is attached hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer
Agent, contained therein. The shares to be issued are to be registered in the names of the registered holder of the securities
submitted for conversion or exercise.


 


You
are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”)
of the Company (initially, Fifty Million for this specific transaction) for issuance upon full conversion of the Settlement in
accordance with the terms thereof. The amount of Common Stock so reserved may be increased, from time to time, by written instructions
of the Company and the Investor.


 


The
ability to convert the Settlement in a timely manner is a material obligation of the Company pursuant to the Settlement. Your firm
is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend)
to the Investor (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion
Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued
shares of Common Stock that the Company has in its treasury) without any further action
or confirmation by the Company: (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion
Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary
for opinions of counsel in comparable transactions (and satisfactory to the transfer agent), to the effect that the shares of Common
Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” as defined
in Rule 144 and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less
than 4.99% of the total issued common stock of the Company.


 


The
Company hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the
Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. The Investor
understands and acknowledges that in the event that the Company is delinquent in billing with Island Stock Transfer, they will
honor conversion requests with the additional payment of $200.00 per request.


 




    	21



    	 



    


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection the instructions set forth
herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken
in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s
irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein
contained on the terms herein set forth.


 


The
Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage
a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and
conditions of these Irrevocable Instructions within five (5) business days. Furthermore, if the company decides to switch or terminate
the current Transfer Agent, 30 day notice of termination must be given, and the fee for the irrevocable agreement transfer will
be $350.00 per irrevocable agreement payable to the current transfer agent prior to termination.


 


The
Investor is intended to be and are third party beneficiaries hereof, and no amendment or modification to the instructions set forth
herein may be made without the consent of the Investor.


 


	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	Chief Executive Officer
	 	 	 
	Acknowledged and Agreed:	 
	 	 	 
	Island Stock Transfer	 
	 	 	 
	By:		 
	Name:		 
	Title:		 


 




    	22



    	 



    


 


EXHIBIT
C


 


IN
THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT


IN
AND FOR MANATEE COUNTY, FLORIDA


 


IBC Funds,
LLC,


 


a Nevada
Limited Liability Company,


Plaintiff,


 


	v.	Case No.



 


Seaniemac
International, Ltd.,


a Nevada
Corporation,


Defendant.


___________________________________/


 


STIPULATION
AND ORDER 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, dismissed, each party to bear its own costs.


 


Dated: _____________ ,
2014


 


	 	 	 
	Charles N. Cleland, Jr., Esq.	 	Tinley M. Rudd, Esquire
	CHARLES N. CLELAND, JR., P. A.	 	Law Offices of Ingram & Rudd, P.L.
	Florida Bar No. 0896195	 	2127 Ringling Blvd., Suite 103
	2127 Ringling Blvd., Suite 104	 	Sarasota, Florida 34237
	Sarasota, Florida 34237	 	941-951-6733 (phone)
	(941) 955-1595 phone	 	941-951-6738 (fax)
	(941) 953-7185 facsimile	 	Florida Bar No. 022902
	Attorney for Plaintiff	 	Attorney for Defendant


 


	SO ORDERED:	_______________________________________
	 	The
    Honorable ___________________________


 




    	23



    	 



    


 


	Company	 	Nature
    of Claim	 	 	First
    Payment to be paid
 within five (5) days after
 Court order
 granting approval of

    settlement agreement

    pursuant to Claims

    Purchase  Agreements

    annexed hereto.	 	 	Second
    Payment to be

    paid within sixty (60)

    days after Court order

    granting approval of

    settlement agreement

    pursuant to Claims

    Purchase Agreements

    annexed hereto.	 	 	Total
    Amount of Debt Purchased	 
	Summit Trading LTD	 	 	Invoice	 	 	$	60,000.00	 	 	$	40,000.00	 	 	$	100,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS	 	 	 	 	 	$	60,000.00	 	 	$	40,000.00	 	 	$	100,000.00	 



 


SCHEDULE
A


CLAIMS