NYXIO
TECHNOLOGIES CORPORATION


INCENTIVE
COMPENSATION


RESTRICTED
STOCK AWARD AGREEMENT


This
Restricted Stock Award ("Award") is awarded on May 10, 2013 ("Date of Grant"), by Nyxio Technologies
Corporation (the "Company") to Giorgio Johnson ("Recipient").


In
consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards
restricted stock to Recipient on the following terms and conditions:


 


	1.	Award
    of Restricted Shares. The Company hereby grants to Recipient a total of fifty million (50,000,000) restricted shares (the
    "Restricted Shares") of the Company's Common Stock.


 


	2.	Additional Consideration Provided
    By Recipient.  As addition consideration given in exchange for issuance of the Restricted Shares, Recipient hereby
    agrees as follows:


 


	 	a.	Assignment
    of Assets. Recipient currently holds all rights to a proprietary television design more specifically
    described in Exhibit A hereto (the “Assets”). Recipient hereby sells, assigns, transfers and conveys all
    right, title, and interest in and to the Assets to Company.


 


	3.	Restrictions.
    The Restricted Shares are being awarded to Recipient subject to the transfer and forfeiture conditions set forth below
    (the "Restrictions"). In its sole discretion, the Company may amend or waive the provisions of subparagraphs
    (b) or (c) hereof, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined
    by the Company:


 


	 	a.	No
    Assignment. Unless otherwise provided by the Committee, prior to the vesting of the Restricted Shares as described in
    Section 3 below, Recipient may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily,
    sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions. The
    Restricted Shares shall be forfeited if Recipient violates or attempts to violate these transfer Restrictions.


 


	 	b.	Repayment/Forfeiture.
    Any benefits Recipient may receive hereunder shall be subject to repayment or forfeiture as may be required to comply
    with the requirements of the U.S. Securities and Exchange Commission or any applicable law, as may be in effect from time
    to time.


 



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	4.	Vesting.
    Subject to the remaining terms and conditions of this Award Agreement, the Restricted Shares will vest as follows:


 


	 	a.	Vesting
    Date. The Restricted Shares will vest in full upon the date which is two (2) years from the Date of Grant (the "Vesting
    Date"), provided Recipient remains in the employment of the Company on the Vesting Date.


 


	 	(i)	The
    period from the Date of Grant through the Vesting Date set forth above is referred to as the "Restriction Period".
    Except to the extent vesting accelerates pursuant to Sections 3(b) through (c) below, any unvested Restricted Shares shall
    be automatically forfeited upon Recipient's termination of employment with the Company or an Affiliate prior to the Vesting
    Date. The Company will not be obligated to pay Recipient any consideration whatsoever for forfeited Restricted Shares.


 


	 	(ii)	If,
    during the Restriction Period, Recipient takes a Leave of Absence (as defined herein) from the Company or an Affiliate, the
    Restricted Shares will continue to be subject to this Award Agreement. If the Restriction Period expires while Recipient is
    on a Leave of Absence, Recipient will be entitled to the Restricted Shares even if Recipient has not yet returned to active
    employment. For purposes of this Award Agreement, "Leave of Absence" means an approved leave of absence from
    the Company or an Affiliate from which Recipient has a right to return to work, as determined by the Company.


 


	 	b.	Disability.
    All unvested Restricted Shares shall fully vest, regardless of whether or not the Vesting Date has occurred, upon Recipient's
    termination of employment with the Company and its Affiliates due to a disability.


 


	 	c.	Death.
    All unvested Restricted Shares shall fully vest, regardless of whether or not the Vesting Date occurred, upon Recipient's
    termination of employment with the Company and its Affiliates due to death.


 



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	5.	Issuance
    and Delivery of Shares.


 


	 	a.	The
    Restricted Shares awarded hereunder shall be immediately issuable.  Until such shares are vested, certificates representing
    the shares shall be held in trust by the Company. Upon the vesting of the applicable Restricted Shares described in Section
    3 above, the Company shall deliver to Recipient certificates evidencing Shares of Common Stock issued in connection with the
    Restricted Shares.


 


	 	b.	The
    action contemplated by subparagraph (a) above shall occur within 60 days following the date that the applicable Restricted
    Shares vested.


 


	6.	Whole
    Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Recipient.


 


	7.	Responsibility
    for Taxes. Regardless of any action the Company or Recipient's Employer (the "Employer") takes with respect
    to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items legally applicable
    to Recipient ("Tax-Related Items"), Recipient acknowledges that the ultimate liability for all Tax-Related Items
    is and remains Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. Recipient
    further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment
    of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant,
    vesting or settlement of the Restricted Shares, the issuance of Shares upon settlement of the Restricted Shares, the subsequent
    sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under
    no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate Recipient's
    liability for Tax-Related Items or achieve any particular tax result. Further, if Recipient has become subject to tax in more
    than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, Recipient acknowledges
    that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related
    Items in more than one jurisdiction.


 


	8.	Stockholder
    Rights. Upon the date hereof, Recipient shall have the rights as a stockholder of the Company in respect of the Restricted
    Shares, including the right to vote such Restricted Shares and to receive dividends and/or distributions payable in respect
    of such Restricted Shares.


 



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	9.	Issuance
    of Restricted Shares. Shares representing Recipient's Restricted Shares shall be issued either (i) in certificate form
    or (ii) in book entry or electronic form, registered in the name of Recipient. Such Restricted Shares shall be held by the
    Company in custody for Recipient, until they are either forfeited by Recipient or are delivered to Recipient upon vesting
    pursuant to Section 4 above. The grant of Restricted Shares hereunder shall not constitute a trust.


 


	10.	Acknowledgement
    of Discretionary Nature of the Issuance; No Vested Rights. By accepting the Restricted Shares, Recipient acknowledges,
    understands, and agrees that: (i) the grant of the Restricted Shares is voluntary and occasional and does not create any contractual
    or other right to receive future restricted stock, or benefits in lieu of restricted stock, even if Restricted Shares have
    been granted repeatedly in the past; (ii) all decisions with respect to future awards, if any, will be at the sole discretion
    of the Company; (iii) Recipient's acceptance of the Restricted Shares is voluntary; (iv) the grant of the Restricted Shares
    shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (v) subject
    to any rights of Recipient under any Employment Agreement, no claim or entitlement to compensation or damages shall arise
    from forfeiture of any portion of the Restricted Shares resulting from termination of Recipient's employment by the Company
    or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws) and, in consideration
    of the grant of the Restricted Shares, Recipient irrevocably agrees never to institute any such claim against the Company
    or the Employer, waives Recipient's ability, if any, to bring any such claim, and releases the Company and the Employer from
    any such claim that may arise.
	 


 


	11.	No
    Relation to Other Benefits/Termination Indemnities. The Restricted Shares are not part of normal or expected compensation
    or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy,
    dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments,
    notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary. 


 


	12.	No
    Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
    recommendations regarding Recipient's acquisition or sale of the Restricted Shares. Recipient should note that the future
    value of the Restricted Shares is unknown. Recipient is hereby advised to consult with Recipient's own personal tax, legal,
    and financial advisors.


 



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	13.	Acknowledgements.
    No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any
    succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be severable and in
    the event that any provision of this Award Agreement shall be found by any court to be unenforceable, in whole or in part,
    the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Recipient hereby agrees
    that the court may modify any invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified,
    is valid and enforceable under applicable law.


 


	14.	The
    Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the
    validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors
    of the Company.


 


	15.	Waiver.
    The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to
    be a waiver of such provision or any other provision hereof.


 


	16.	Governing
    Law. All questions concerning the construction, validity and interpretation of this Award Agreement shall be governed
    by and construed according to the law of the State of Nevada without regard to any state's conflicts of law principles. Any
    and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from
    the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively
    in the United States District Court for the District of Nevada or the District Court for Clark County, Nevada. Each of the
    parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably
    consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such
    dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that
    the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is
    brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.


 



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	17.	409A
    Compliance Applicable Only to Recipients Subject to U.S. Tax. Notwithstanding any provision in this Award Agreement to
    the contrary, if Recipient is a "specified employee" (certain officers of the Company within the meaning of Treasury
    Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time) on the
    date of Recipient's termination of employment, any payment which would be considered "nonqualified deferred compensation"
    within the meaning of Code Section 409A that Recipient is entitled to receive upon termination of employment and which otherwise
    would be paid or delivered during the six-month period immediately following the date of Recipient's termination of employment
    will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of Recipient's
    termination of employment and (ii) death. For purposes of determining the time of payment or delivery of any payment Recipient
    is entitled to receive upon termination of employment, the determination of whether Recipient has experienced a termination
    of employment will be determined by the Company in a manner consistent with the definition of "separation from service"
    under the default rules of Section 409A of the Code.


 


IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the 10th day of May, 2013.


 


 


Nyxio
Technologies Corporation


 


 


 


__________________________________


Giorgio
Johnson, President


 


 


Recipient


 


 


___________________________________


Giorgio
Johnson




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EXHIBIT
A


 


Description
of Assets


 




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VioSphere
Prototype:


 


The
VioSphere All in One Television is the first television of its kind. An LCD or LED television with a fully integrated personal
computer inside. This innovative concept is what gave Nyxio its design platform for convergent and integrated concepts in the
consumer electronics industry. The VioSphere offers a unique feature set unrivaled in capability. The VioSphere presents the user
with versatility in the home entertainment experience, such as video conferencing, digital video recording, broadband radio, Bluetooth
functionality, built in DVD-RW, integrated mobile phone options, home video surveillance, karaoke, movie downloads, online gaming
and more. With split screen technology, The VioSphere allows the viewer dual viewing options in normal PIP or POP, and also in
16:9 full screen split, or 4:3 split screen for work and play or dual entertainment options, simultaneously. The VioSphere also
offers all inputs of a television, as well as all inputs of a personal computer. All of this in the comfort of your living room
in one integrated solution, a flat panel television.


 


The
offer of this technology was made possible through a proprietary interface board and firmware that allows the PC and the television
recognition of the other’s presence. This is made clear through the OSD, which presents the user with the opportunity to
select the PC as one of the VioSphere’s internal devices.


 


PC
Specs:


Processor:Intel
Core 2 Duo 2.4Ghz


Mother
board:Intel 965 Chipset


Memory:2GB


Hard
Disk:500GB 7200rpm


Graphic
Card:nVidia 8800 256MB Memory


ROM
Drive:Pioneer 18x18 DVDRW+/-


MCE
Keyboard:VIO1 Keyboard


Web
Camera:1.3Mega Pixel


Bluetooth:Yes


Operating
System: Windows XP or Windows Vista Ultimate


Television
specs:


 





	Model	:	47”
    TFT LCD
	Aspect
    Ratio	:	16:9
	Max
    Resolution	:	1920
    x 1080
	Pixel
    Pitch	:	0.543
    x 0.543
	Viewing
    Angle	:	90/90/90/90
	Max.
    Contrast Ratio	:	1200:1
    (typ)
	Max.
    Brightness	:	600(typ)
    cd/m2
	OSD
    Language	:	English,
    German, France, Italian, Spanish, Chinese
	Picture
    Control	:	Contrast,
    Brightness, Color, Tint, Sharpness
	Sound
    Control	:	Mute,
    NICAM
	Response
    Time	:	Tr:8ms
    Tf:10ms
	Input
    Signal	:	Analog
	Remote
    Control	:	Yes
	S-Video	:	Yes
	VGA	:	Yes
	RCA
    (Av in)	:	Yes
	Audio
    IN/OUT	:	Yes
	Program
    Memory	:	OK
	System	:	PAL,
    NTSC, SECAM
	DVI	:	Optional
	PIP/POP	:	Yes
	HDMI/HDTV	:	Yes
	Teletext	:	Yes
	SCART	:	Optional

	




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	Auto
    Power Off	:	Yes
	Total
    Speaker	:	12w
    x 2
	Wall
    Mounted	:	Yes
	Total
    Operating	:	32F~104F
    (0C~56C)
	Conditions	:	10%~90%
    (No Condensation)
	Voltage	:	AC
    100~240V 60/50Hz
	Power
    Consumption	:	290W
	Dimension
    Set (LxHxM)	:	1312
    x 806 x 110
	Net
    Weight	:	39kg








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