Exhibit 10.23


 


 





SETTLEMENT AGREEMENT


 


This Settlement Agreement
(this “Settlement Agreement”) is made and entered into this 16th day of January 2020 (the “Effective
Date”), by and between MEF I, LP (“MEF”) a Delaware Limited Partnership and ShiftPixy, Inc., (“ShiftPixy”,
and with MEF, the “Parties”), a Wyoming Corporation.


 


WHEREAS, MEF is the
holder of certain convertible promissory note issued by ShiftPixy dated June 4, 2018 and December 20, 2018 (the “Notes”).


 


WHEREAS, pursuant to
the terms of the Notes, MEF may, at any time and at multiple times, convert all or any portion of the amounts due under the Note
into freely trading common shares of ShiftPixy’s stock based on a formula tied to the stock’s then current trading
price by presenting to ShiftPixy a notice of conversion listing the amount of the Notes to be converted into Conversion Share (a
 “Conversion Notice”).


 


WHEREAS, MEF alleges
that ShiftPixy has breached the terms of the Notes for failing to make certain payments and failing to honor Conversion Notices.


 


WHEREAS, on August
21, 2019, MEF commenced litigation against ShiftPixy alleging breaches of the terms of the Notes.


 


NOW THEREFORE, to avoid
the time, costs and uncertainties of litigation, the Parties, for good and valuable consideration, the sufficiency and receipt
of which is acknowledged, agree as follows:


 


1. Agreement as
to the Amount Owed Under the Notes. The Parties agree that the total amount due under the Notes is $969,000.00


 


 


 


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2. Honoring of
Conversion Notice.


 


a. MEF shall submit,
and ShiftPixy shall “Timely Honor (as defined below) the Conversion Notice as set forth on Schedule “A” annexed
hereto (the “Conversion Notice”) for the issuance to MEF of 20,000 shares of ShiftPixy’s common stock.


 


b. Contemporaneous
with execution of this Settlement Agreement, ShiftPixy shall provide an instruction letter to its transfer agent, VStock Transfer,
LLC, 18 Lafayette Place, Woodmere, NY 11598, Attn: Shaindy Diamond, (212) 828-8436, instructing it to honor the Conversion Notice.


 


c. The Conversion Notice
shall be deemed “Timely Honored” if and only if the full number of shares stated in the Conversion Notices are delivered
in the account of MEF or its designee on or before January 21, 2020.


 


3. Payment of the
Balance Due Under the Note.


 


a. ShiftPixy shall
pay to MEF by wire transfer of good funds the sum of $725,000.00 (the “Balance Payment”) constituting the balance
due under the Note.


 


b. The Balance Payment
shall be deemed a “Timely Payment” if and only if its full amount is received in the account of MEF or its designee
on or before January 21, 2020.


 


4. Release by the
Parties.


 


a. Upon the Timely
Honoring of the Conversion Notice and the Timely Payment of the Balance Payment:


 


i. Each Party, for its
and its agents, officers, directors, shareholders, managers, members, employees, affiliates, successors and assigns, waives release
and discharge the other Party and each of its agents, officers, directors, shareholders, managers, members, successors and assigns,
from any and all claims or obligations whatsoever that may exist or have arisen on or before the Effective Date.


 


 


 


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ii. The Balance due under
the Notes shall be zero and no further obligations will exist thereunder.


 


b. If either the Conversion
Notice is not Timely Honored or there is no Timely Payment of the Balance Payment, this agreement shall be null and void and have
no effect on either Party.


 


5. Miscellaneous
Provisions.


 


a. Each party shall
be responsible for its own attorney’s fees and costs.


 


b. This Settlement
Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument. Any of the
Parties may execute the instrument by signing any of the counterparts.


 


c. Nothing contained
in this Settlement Agreement shall preclude either Party from bringing claims against the other for enforcement of its terms. In
any litigation to interpret or enforce the terms of this Settlement Agreement, the prevailing party shall be entitled to recover
from the other party all reasonable fees and costs including related attorney’s fees and costs.


 


d. This Settlement
Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without giving effect to any
choice of laws provisions.


 


e. THE PARTIES IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN


 


NEW YORK STATE FOR ANY DISPUTE ARISING UNDER OR RELATING TO
THIS SETTLEMENT AGREEMENT.


 


f. This Settlement
Agreement, including the Schedules annexed hereto constitute the entire agreement between the Parties with respect to its subject
matter and replaces all negotiations, writings and oral and written agreements and term that may have existed or exist as of the
Effective Date.


 


 


 


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IN WITNESS WHEREOF, the Parties have caused
this Settlement Agreement to be executed as of the Effective Date with the full intent to be bound by its terms.


 


 


 


MEF I, LP


 


By:  ____________________


       Ari Morris


       Authorized Signor


 


 


ShiftPixy, Inc.


 


By:  ____________________


        Name:


        Title:




 


 


 





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