EXHIBIT
10.1

     

    MUTUAL GENERAL RELEASE AND
SETTLEMENT AGREEMENT

     

    This
Mutual General Release and Settlement Agreement (the “Agreement”) is made
and entered into as of April 7, 2009 (the “Effective Date”) by
and between Pure Play Music, Ltd., a Nevada corporation (the “Company”), on the one
hand, and each person or entity listed on the schedule of shareholders attached
hereto as Schedule I (the “Shareholders”), on
the other hand.  The Company and the Shareholders are collectively
referred to herein as the “Parties” and each is
a “Party” to
this Agreement.

     

    RECITALS

     

    A.           On
July 25, 2007, the Company executed a Convertible Promissory Note (the “Note”) in favor of
Cohiba Partners, Inc., a California corporation (“Cohiba”), in the
principal amount of up to Three Hundred Thousand Dollars ($300,000.00), which
was convertible into shares of the Company’s common stock, par value $0.001 per
share (the “Common
Stock”).

     

    B.           On
July 12, 2008, Cohiba converted the Note into Twenty Nine Million One Hundred
One Thousand Two Hundred Twenty One (29,101,221) shares of the Company’s Common
Stock (the “Shares”) and the Note
was cancelled.  At the time of their purported issuance, the Shares
were imprinted with a “restrictive legend.”

     

    C.           In
or about July, 2008, Cohiba and its affiliates obtained a written legal opinion
that the restrictive legend could be removed from the
Shares.   Cohiba and its affiliates delivered the legal opinion
to the Company’s Common Stock transfer agent, which, in turn, caused the
restrictive legend to be removed from the Shares.  On February 27,
2009, however, the legal opinion was formally withdrawn.

     

    D.           Certain
disputes have arisen among the Parties with respect to the Shares.

     

    E.           The
Parties desire to avoid litigation and controversy and fully settle and
compromise any and all claims that the Parties have or may have against each
other relating in any way to the Shares.

     


    
      
         


      

      
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    AGREEMENT

     

    NOW, THEREFORE, for and in
consideration of the mutual covenants and promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:

     

    1.           Settlement
Of The Shares.  The Parties agree
to following terms and conditions with respect to the Shares:

     

    a.           Immediate Cancellation Of Shares;
Retention Of Certain Number Of Shares By Cancelling
Shareholders.  Upon the execution of this Agreement, each of
the Shareholders listed in Column A of Schedule II hereto shall immediately
deliver the certificates reflecting the number of Shares set forth opposite the
Shareholder’s name in Column B of Schedule II to the Company’s common stock
transfer agent, Signature Stock Transfer, Inc. (the “Transfer Agent”),
located at 2632 Coachlight Court, Plano, TX 75093, for reissuance with the
legend as specified in section 2(f) below and/or cancellation pursuant to the
terms of this Agreement.  All Shares listed in Column C of Schedule II
shall be deemed cancelled as of the Effective Date of this
Agreement.  Each of the Shareholders listed in Column A of Schedule II
will retain record ownership of the number of Shares set forth opposite the
Shareholder’s name in Column D of Schedule II, subject to the provisions of this
Agreement.  The Shares retained by the respective Shareholders and set
forth in Column D of Schedule II will be hereinafter referred to as the “Retained
Shares.”

     

    b.           Immediate Transfer Of Certain Of The
Retained Shares.  Upon the execution of this Agreement, each of
the Shareholders listed in Column A of Schedule III hereto shall transfer the
number of Retained Shares set forth opposite the Shareholder’s name in Column B
of Schedule III to the Shareholders listed in Column C of Schedule
III.  The Shares transferred by the respective Shareholders and set
forth in Column B of Schedule II will be hereinafter referred to as the “Transferred
Shares.”  The Retained Shares and the Transferred Shares,
collectively, will be hereinafter referred to as the “Lock-Up
Shares.”

     

    c.           Shares Beneficially Owned By Cohiba
Group Shareholders.  With respect to any Lock-Up Shares that
are retained by or transferred to Cohiba and any affiliates (as such term is
defined in Rule 12b-2 promulgated under the Securities Exchange of 1934, as
amended, or the “Exchange Act”) of
Cohiba (“Cohiba
Affiliates”), the Parties expressly understand and agree that Cohiba and
the Cohiba Affiliates may, subject to the terms and conditions of this
Agreement, designate, in addition to itself, one or more person(s) or
entity(ies) (each such person or entity, a “Cohiba Designee”) to
have record ownership of such Lock-Up Shares.  All Cohiba Designees
shall be listed of Schedule IV hereto and shall execute this Agreement as a
Shareholder hereunder.  Each Cohiba Designee shall be a party to, and
bound by, all of the terms and conditions of this Agreement.  It is
expressly understood and agreed that: (i) Cohiba, (ii) the Cohiba Affiliates,
(iii) October Funds, (iv) any affiliates (as such term is defined in Rule 12b-2
promulgated under the Exchange Act) of October Funds (“October Funds
Affiliates,” and together with the Cohiba Affiliates, the “Cohiba Group
Affiliates”), (v) the Cohiba Designees, (vi) any future transferee (each
a “Cohiba
Transferee” and for purposes of clarity, the term “Cohiba Transferee”
shall also include any future transferee of a Cohiba Transferee) of Cohiba, any
Cohiba Affiliate, any Cohiba Designee or any Cohiba Transferee, and (vii) any
future transferee (each an “October Funds
Transferee,” and for
purposes of clarity, the term “October Funds
Transferee” shall also include any transferee of an October Funds
Transferee), of October Funds, any October Funds Affiliate or any October Funds
Transferee, shall not, as of and at any time after the Effective Date of this
Agreement, beneficially own, whether directly or indirectly, more than an
aggregate of Four Million Fifty Seven Thousand Eight Hundred Fifty Two
(4,057,852) shares of Common Stock.  For purposes of this Agreement,
the term “Cohiba
Shareholder” shall mean Cohiba and the Cohiba Affiliates, Cohiba
Designees and Cohiba Transferees; the term “October Funds
Shareholders” shall mean October Funds, and the October Funds Affiliates
and October Funds Transferees; and the term “Cohiba Group
Shareholders” shall mean the Cohiba Shareholders and the October Funds
Shareholders.

     

    
      
        
        

      

      
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    d.           Shares Pledged to Leon
Frenkel.  With respect to the 1,000,000 Shares of the Company’s
Common Stock in the name of Cohiba which have been pledged by Cohiba to Leon
Frenkel as security for certain indebtedness of the Company, upon the payment by
the Company of the full amount of indebtedness, Cohiba shall cause such Shares
to be immediately delivered to the Transfer Agent for cancellation.

     

    2.           Restrictions
On Lock-Up Shares.

     

    a.           Initial Lock-Up Period.
Except as otherwise expressly provided herein, and except as each Shareholder
may be otherwise restricted from selling shares of Common Stock under applicable
securities laws, rules and regulations, the Shareholders may not publicly sell
any of their Lock-Up Shares commencing on the Effective Date of this Agreement
and continuing until July 14, 2009 (the “Initial Lock-Up
Period”).  After the expiration of the Initial Lock-Up Period,
the Shareholders, excluding the Cohiba Group Shareholders, and subject to
available exemptions under applicable law, may publicly sell all or any portion
of their Lock-Up Shares; provided, however, that prior to and as a
condition precedent of any public sale of any Lock-Up Shares, the Shareholders
must provide to the Company’s Transfer Agent at the address specified in section
1(a) above a written legal opinion (an “Opinion”) from
securities counsel (which Opinion may be a single master opinion covering all of
the Lock-Up Shares) opining that the intended sale of the Lock-Up Shares will be
exempt from the registration requirements of Section 5 of the Securities Act of
1933, as amended (the “Securities
Act”).  Notwithstanding anything to the contrary in this
Agreement, neither the Company nor the Company’s legal counsel shall be
required, obligated or called upon to render any opinions with respect to any of
the Lock-Up Shares.

     

    b.           Additional Restrictions On Lock-Up
Shares Held By The Cohiba Group Shareholders.  Commencing on
the expiration of the Initial Lock-Up Period and continuing until October 14,
2009 (the “Second
Lock-Up Period”), the Cohiba Group Shareholders, collectively, on a
cumulative basis, and subject to available exemptions under applicable law, may
publicly sell up to an aggregate of Five Hundred Thousand (500,000) of their
Lock-Up Shares.  Commencing on the expiration of the Second Lock-Up
Period and continuing until April 14, 2010 (the “Third Lock-Up
Period”), the Cohiba Group Shareholders, collectively, on a cumulative
basis, and subject to available exemptions under applicable law, may publicly
sell up to an aggregate of Five Hundred Thousand (500,000) of their Lock-Up
Shares.  Commencing on the expiration of the Third Lock-Up Period and
continuing until July 14, 2010 (the “Fourth Lock-Up
Period”), the Cohiba Group Shareholders may publicly sell only that
number of Lock Up Shares
that they could have sold in the Second and Third Lock-Up Periods, but which
they have not yet sold.  After the expiration of the Fourth Lock-Up
Period, the Cohiba Group Shareholders, subject to available exemptions under
applicable law, may publicly sell all or any portion of their remaining Lock-Up
Shares.  Provided, however, that prior to and as a
condition precedent of any public sale of any Lock-Up Shares under this section
2(b), an Opinion covering the intended sale of the Lock-Up Shares must have been
provided to the Company’s Transfer Agent (which Opinion may be part of the
master opinion referenced above).

     

    
      
        
        

      

      
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    c.           Private Sales.  At
any time, and from time to time, after the Effective Date of this Agreement, any
Shareholder may make any sale, exchange, assignment or gift of the granting of
any security interest, pledge or other encumbrance in, or of the creation of,
any voting trust or other agreement or arrangement with respect to the transfer
of voting rights in, their Lock-Up Shares, or the creation of any other claim
thereto or any other transfer or disposition whatsoever (including, but not
limited to, an involuntary transfer), whether directly or indirectly, or
voluntary, involuntary or by operation of law, affecting the right, title or
interest or possession in or to their Lock-Up Shares (“Transfer”) of any of
their Lock-Up Shares to any person or entity (the “Prospective
Transferees”) in a private transaction pursuant to an exemption from the
registration requirements of Section 5 of the Securities Act; provided, however, that any Prospective
Transferee of Lock-Up Shares who receives Lock-Up Shares without violation of
this Agreement shall (i) take and hold such Lock-Up Shares subject to this
Agreement and to all the obligations and restrictions upon the transferor, (ii)
observe and comply with this Agreement and with such obligations and
restrictions, and (iii) as a condition of Transfer, execute and deliver to the
Company a Joinder Agreement substantially in the form of Exhibit A
hereto, and if applicable, the Spousal Consent of such person’s spouse
substantially in the form attached hereto as Exhibit
B.  Upon the Transfer of any Lock-Up Shares to a Prospective
Transferee, such Prospective Transferee shall be a Shareholder (or a Cohiba
Group Transferee, if applicable) for purposes of this Agreement.

     

    d.           Failure to
Comply.  Any purported Transfer of Shares in violation of this
Agreement shall be void and of no force or effect, and no such Transfer shall be
made or recorded on the books of the Company.

     

    e.           Transfer
Agent.  The Parties expressly understand and agree that a copy
of this Agreement will provided to the Company’s Transfer Agent.  The
Parties further understand and agree that this Agreement constitutes joint
instructions to the Transfer Agent not to effect any transfer of any of the
Retained or Transferred Shares except in accordance with the terms and
conditions of this Agreement.

     

    f.           Legend.  All of the
certificates evidencing the Lock-Up Shares shall, unless otherwise permitted by
this Agreement, be stamped or imprinted with a legend substantially as
follows:

     

    THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENT, DATED APRIL 7, 2009,
AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
SAID AGREEMENT.

     

     

    
      
        
        

      

      
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    3.           Representations,
Warranties, Covenants and Certifications of the Shareholders.  Each Shareholder
represents, warrants, covenants, certifies and/or acknowledges the
following:

     

    a.           The
Shares were issued by the Company to Cohiba on July 12, 2008 in exchange for the
cancellation of the indebtedness represented by the Note;

     

    b.           That
as of the Effective Date of this Agreement, the Company does not meet the
current public information requirements under Rule 144(c)(1) as promulgated
under the Securities Act;

     

    c.           Schedule
V hereto sets forth a complete and accurate list of all shares of the Company’s
Common stock that each Shareholder and any “affiliate” of each such Shareholder
(as such term is defined under Rule 12b-2 promulgated under the Exchange Act),
either directly or indirectly, is the “beneficial owner” of, in accordance with
the provisions of Section 13(d) of the Exchange Act, and the rules and
regulations promulgated thereunder (collectively, “Section
13(d)”).  Neither the Shareholder nor any of his/her/its
affiliates directly or indirectly beneficially own, in accordance with the
provisions of Section 13(d), any other shares of the Company’s Common Stock
other than the shares listed of Schedule V.  Neither the Shareholder
nor any of his/her/its affiliates is/are a member of a group of persons which
are subject to the provisions of Section 13(d). After the Effective Date of this
Agreement, each Shareholder and any affiliate of each such Shareholder shall
file, if required, any and all required reports or forms pertaining to the
shares listed of Schedule V with applicable federal and state governmental
authorities, including, any forms or reports as required by Section 13(d) and
Section 16 of the Exchange Act, and the rules and regulations promulgated
thereunder;

     

    d.           He/she/it
has received no oral representations or warranties on which he/she/it has relied
in connection with entering into this Agreement and has received no
representations or warranties other than those expressly set forth in this
Agreement; and

     

    e.           The
Cohiba Group Shareholders represent and warrant that as of and at any time after
the Effective Date of this Agreement, they shall not beneficially own, directly
or indirectly, more than an aggregate of Four Million Fifty Seven Thousand Eight
Hundred Fifty Two (4,057,852) shares.

     

    f.           Upon
the execution of this Agreement, the Cohiba Shareholders will deliver to the
Company any and all of the Company’s data, documents, files, books, records,
financial statements, financial records, ledgers, business information,
including business plans, operating plans, compensation data, sales data,
customer lists, customer preferences, leads lists, financial information, credit
information, and similar items, information relating to future plans of the
Company or its affiliates, including marketing strategies, new materials
research, pending projects and proposals, proprietary production processes,
research and development strategies, and similar items, and technical
information, including computer programs, software, databases, models,
algorithms writings, drawings, images, text, graphics, illustrations, notebooks,
documents, photographs, methods, know-how, formulae, compositions, technological
data, code, technological prototypes, processes, discoveries, machines,
inventions, and similar items, whether in electronic format or otherwise, that
the Cohiba Shareholders have in their possession.

     

    
      
        
        

      

      
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    g.           He/she/it
has all requisite corporate or individual power and authority to enter into,
execute, deliver, and perform its obligations under this
Agreement.  He/she/it has taken all action required by law, its
charter document(s) or otherwise to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein.  This Agreement has been duly and validly
executed and delivered by him/her/it and is the valid and binding legal
obligation of him/her/it, enforceable against him/her/it in accordance with its
terms.

     

    h.           All
of the Shares that have been deposited with the Depository Trust Company (“DTC)” are
beneficially owned by bona fide third party purchasers for value without notice
(“BFPs”) who
are not “affiliates” (as such term is defined under Rule 12b-2 promulgated under
the Exchange Act) of any of the Shareholders, except for the Shares listed on
Schedule VI hereto, which are held in the name of the person or entity set forth
opposite such Shares on Schedule VI.

     

    4.           No
Reverse Stock Split.  The Company will
not effect a reverse stock split of the Company’s Common Stock at any time prior
to April 6, 2011.  In the event the Company effects a reverse stock
split prior to April 6, 2011, the Cohiba Shareholders will be provided with
anti-dilution protections with respect to their Lock-Up Shares, such that after
any such reverse stock split, they will own the same number of Lock-Up Shares as
they owned prior to any such reverse stock split.  The Company will
not transfer corporate assets or corporate opportunities to another company
without fair consideration in accordance with applicable Nevada
law.  The Company will use its best efforts to acquire all right,
title and interest in and to the ownership of an entity or the assets of an
entity known as “Pure Play Music, Ltd.”, an entity formed under the laws of the
United Kingdom.

     

    5.           Termination
Of Prior Agreements.  The Company and
the Shareholders agree that all written or oral agreements, contracts or
understandings entered into by and between the Company, on the one hand, and the
Shareholders, on the other hand, prior to the Effective Date of this Agreement
are terminated as of the Effective Date of this Agreement.

     

    6.           General
Mutual Release Of All Known And Unknown Claims.  In consideration
of the cancellation, transfer and retention of the Shares as specified in
section 1 above and other consideration, the Company, on the one hand, and the
Shareholders that are the original signatories to this Agreement and listed on
Schedule I of this Agreement, on the other hand, on behalf of themselves and
their respective current and former affiliates, agents, insurers, employees,
officers, directors, partners, managers, members, shareholders, representatives,
consultants, fiduciaries, accountants, attorneys, guarantors, related or
affiliated companies, predecessors and all other persons or entities acting by,
through, or in concert with them, hereby knowingly, voluntarily and expressly
release, remit and forever discharge each other and their respective current and
former affiliates, agents, insurers, employees, officers, directors, partners,
managers,
members, shareholders, representatives, consultants, fiduciaries, accountants,
attorneys, guarantors, related or affiliated companies, predecessors and all
other persons or entities acting by, through, or in concert with them, of and
from any and all claims, demands, liens, agreements, contracts, covenants,
promises, actions, suits, causes of action, obligations, controversies, debts,
costs, charges, losses, expenses, damages, judgments, attorneys’ fees or
expenses, orders and liabilities of whatever kind or nature, in law or equity,
in tort or in contract, by statute, pursuant to case law or otherwise
(collectively, “Claims”), whether now
known or unknown, vested or contingent, suspected or unsuspected, and which have
existed or may have existed, which do exist or may in the future exist arising
out of or relating to facts, events, occurrences, or omissions up to and
including the date this Agreement is fully executed by the Parties; save and
except for the obligations created by, and breaches of, this
Agreement.  The releases set forth in this paragraph are and shall be
complete, irrevocable and unconditional releases with respect to the matters
being released, including both known and unknown Claims, and the Company and the
Shareholders hereby release all rights reserved to them under statutes of any
jurisdiction that might restrict or limit the release of unknown
Claims.  The Company and the Shareholders expressly agree that they
will not institute, allow to be instituted on their behalf, and/or continue any
legal, administrative, or grievance proceeding against each other, before any
court, administrative or governmental agency, arbitrator, or any other tribunal
whatsoever, by reason of any Claims released in this
Agreement.  Notwithstanding anything to the contrary in this
Agreement, the releases set forth in this section shall only apply to the
Shareholders that are the original signatories to this Agreement and listed on
Schedule I of this Agreement, and shall not apply to any person or entity that
later becomes subject to the terms and conditions of this Agreement as a
Shareholder by virtue of the Joinder Agreement attached hereto as Exhibit A or
otherwise.

     

    
      
        
        

      

      
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    7.           Waiver Of
California Civil Code Section 1542.  The Parties
acknowledge that they have been made aware of and expressly waive any and all
rights under Section 1542 of the California Civil Code (“Section 1542”), which
provides as follows:

     

    A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

    CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.

    


    The Parties waive and release any
rights that they may have under Section 1542 to the full extent that all such
rights may lawfully be waived.  Each of the Parties understands and
acknowledges that the significance and consequence of this waiver of Section
1542 is that (a) even if a Party should eventually suffer additional damage,
loss or injury arising out of the facts and circumstances of the matters covered
hereby, the Parties will not be able to make any claim for those damages, losses
or injuries; and (b) the Parties will not be able to make any claim for any
damage, loss or injury which may exist as of the date of this Agreement, but
which the Parties may not know or realize to exist and which if known, would
materially affect the Parties’ decision to execute this Agreement, regardless of
whether that lack of knowledge is the result of ignorance, oversight, error,
negligence or any other cause.

     

    8.           Voluntary
Release.  This Agreement
and the releases included herein are freely and voluntarily executed by the
Parties, after having been apprised of all relevant information and applicable
law.  The Parties, in executing this Agreement, have not relied upon
any inducements, promises or representations made by any other Party, their
representatives or their attorneys or advisors which have not been specifically
incorporated in writing into the terms of this Agreement.  The Parties
have read this Agreement and have had its terms and consequences explained by
their respective attorneys, or if they have not consulted with an attorney, have
waived this right and voluntarily accept the Agreement, with its terms and
consequences, as written.

     

    
      
        
        

      

      
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    9.           Covenant
Not To Sue.  Each Party
covenants and agrees not to assert, commence or prosecute any Claim that has
been released in this Agreement.  Each Party represents and warrants
that it and its respective current and former affiliates, assigns, agents,
insurers, employees, officers, directors, partners, managers, members,
shareholders, representatives, consultants, fiduciaries, accountants, attorneys,
guarantors, related or affiliated companies, predecessors, successors and all
other persons or entities acting by, through, or in concert with them will not
initiate any complaint, lawsuit, or other action against the other Party or its
respective current and former affiliates, assigns, agents, insurers, employees,
officers, directors, partners, managers, members, shareholders, representatives,
consultants, fiduciaries, accountants, attorneys, guarantors, related or
affiliated companies, predecessors, successors and all other persons or entities
acting by, through, or in concert with them regarding any Claim that has been
released in this Agreement.

     

    10.           No
Assignment Of Claims.  Each Party
represents and warrants that it has not previously assigned or transferred or
purported to assign or transfer to any person or entity any claim, demand,
right, damage, liability, debt, account, action, or cause of action herein
released.  In the event that any Party breaches or has breached the
representations and warranties described herein, it agrees to indemnify and hold
the other Party harmless against and from any such transfer or assignment of
such released Claims, and against and from any Claim, demand, right, damage,
debt, liability, account, action, cause of action, cost or expense, including
attorneys' fees actually paid or incurred, arising out of any such transfer or
assignment of a released Claim.

     

    11.           No
Admission.  This Agreement is
entered into in order to compromise disputed Claims and to avoid the delay,
expense and uncertainty of litigation, and the Parties acknowledge and agree
that execution, delivery and performance of any term of this Agreement is not
and shall not be construed as an admission on the part of the either Party of
any wrongdoing or liability whatsoever.

     

    12.           Non-Disparagement.  Neither Party
shall make any statements or allegations, or express any opinions concerning any
other Party which are disparaging, defamatory, or untrue, and which put the
other Party in a negative light.  No party to this Agreement shall
comment publicly about the terms of this Agreement except as otherwise set forth
in this Agreement

     

    13.           Confidentiality.  Except as
otherwise required by law, the Parties agree that the terms of this Agreement
shall remain confidential, and neither the existence of this Agreement nor its
terms shall be voluntarily disclosed by either Party or their agents, including
counsel, to any person or company not a party to this Agreement, including any
member of the media, except as necessary to the parties’ tax consultants,
accountants, and attorneys; to state and federal taxing authorities; and as may
be compelled by subpoena or court order or as shall be necessary to
enforce the terms of this Agreement.  The Party receiving a subpoena
or motion for court order seeking production of this Agreement shall provide
prompt notice thereof to the other Party, and shall withhold production if the
other party seeks a court order to prevent production.  The Parties
acknowledge and stipulate that confidentiality is a material consideration for
having entered into this Agreement, and that the failure to strictly adhere to
this confidentiality provision constitutes a material breach of this
Agreement.  Notwithstanding the foregoing, however, the Parties
expressly understand and agree that the Company shall be permitted to file a
Current Report on Form 8-K with the United States Securities and Exchange
Commission and such other reports as
the Company reasonably believes are required under the rules and regulations of
the federal and state securities laws, disclosing the existence of this
Agreement and its material terms, including a copy of this
Agreement.

     

    
      
        
        

      

      
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    14.           Representation
By Counsel; Construction; Authority.  Each Party
acknowledges that before executing this Agreement, each Party has consulted with
competent legal counsel of each Party’s own choosing, has carefully read the
Agreement, and has been fully and fairly advised as to its
terms.  Each Party has consented to and cooperated in the drafting and
preparation of this Agreement.  This Agreement shall not be construed
against any Party on the basis that the Party was the drafter.  The
signatories hereto represent that they have been duly authorized to enter into
this Agreement by their respective principals.  In the event that any
Party has breached the representations and warranties described herein, the
breaching Party agrees to indemnify and hold the other Parties harmless against
and from any released Claims and any Claim, demand, right, damage, debt,
liability, account, action, cause of action, cost or expense, including
attorneys' fees actually paid or incurred, arising out of any such released
Claim.

     

    15.           Entire
Agreement.  This Agreement
represents the complete and exclusive statement of the entire agreement among
the Parties with respect to the subject matter hereof, and supersedes all prior
and contemporaneous promises and agreements of any kind, as well as all
negotiations between the Parties hereto with respect to the subject matter
covered hereby.  No other agreements, covenants, representations or
warranties, express or implied, oral or written, have been made by any of the
Parties hereto concerning the subject matter hereof.  This is an
integrated agreement and neither party has relied upon any representation or
statement not set forth herein with regard to the subject matter, basis, or
effect of this Agreement.  Each Party, by his/her/its signature below,
acknowledges that there exist no other promises, representations, or agreements
relating to this settlement, except as specifically set forth in this Agreement
and that they voluntarily enter into this Agreement with the intent to be
legally bound.

     

    16.           Notices.  All
notices, requests, demands and other communications required or permitted
hereunder will be made in writing and will be deemed to have been duly given and
effective: (i) on the date of delivery, if delivered personally; (ii) on the
earlier of the fifth (5th) day after mailing or the date of the return receipt
acknowledgement, if mailed, postage prepaid, by certified or registered mail,
return receipt requested; (iii) the first Business Day after the Business Day of
deposit with a nationally recognized overnight delivery service, freight prepaid
for next Business Day delivery; (iv) the Business Day of transmission by
facsimile, if sent during business hours of the recipient (or if sent after
business hours of the recipient, then the first Business Day thereafter), or to
such other person or address as the Company will furnish to the other Parties
hereto in writing in accordance with this subsection.

     


    
      
         


      

      
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    If to the Company:

    c/o Baker & Hostetler
LLP

    12100 Wilshire Boulevard, 15th
Floor

    Los
Angeles, California 90025

    Facsimile:
(310) 820-8859

    Attention:
Jeffrey P. Berg, Esq.

    


    If to any
Shareholder, to such Shareholder’s address listed on the signature pages hereof,
with a copy to:

    


    Davis
& Associates

    PO Box
12009

    Marina
Del Rey, CA 90295

    Facsimile:
(310) 301-3370

    Attention:
Don Davis, Esq.

    


    For
purposes of this Agreement, the term “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in
Los Angeles, California are authorized or required by law to remain
closed.

    


    17.           Modification
And Waiver.  This Agreement
may be altered, amended or modified only by an instrument in writing, executed
by the Parties to this Agreement and by no other means.  Each Party
waives its right to claim, contest or assert that this Agreement was modified,
canceled, superseded or changed by any oral agreement, course of conduct, waiver
or estoppel.  The waiver of any breach of any provision hereunder by
any Party to this Agreement shall not be deemed to be a waiver of any preceding
or subsequent breach hereunder, nor shall any waiver constitute a continuing
waiver.  No waiver shall be binding unless executed in writing by the
Party making the waiver.

     

    18.           Governing
Law. This
Agreement shall be governed by and construed and interpreted in accordance with
the substantive laws of the State of California, without giving effect to any
conflicts of law rule or principle that might require the application of the
laws of another jurisdiction.  Each Party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts of the
State of California in any such action, suit or proceeding, and agrees that any
such action, suit or proceeding shall be brought only in such courts with venue
for all purposes to be proper only in the state and federal courts located in
Los Angeles County, California (and waives any objection based on forum non conveniens or any
other objection to venue therein); provided, however, that such consent to
jurisdiction shall not be deemed to be a general submission to the jurisdiction
of said courts or in the State of California other than for such
purpose.

     

    19.           Attorneys’
Fees.  If any action at
law or equity, including an action for declaratory relief, is brought to enforce
the provisions of this Agreement, the prevailing Party shall be entitled to
recover reasonable attorneys’ fees incurred in bringing such action and/or
enforcing any judgment granted therein, all of which shall be deemed to have
accrued upon the commencement
of the action and shall be paid whether or not such action is prosecuted to
judgment.  The attorneys’ fees to be awarded the prevailing Party may
be determined by the court in the same action or in a separate action brought
for that purpose.  Any judgment or order entered in such action shall
contain a specific provision providing for the recovery of reasonable attorneys’
fees and costs incurred in enforcing such judgment.  The award of
attorneys’ fees shall not be computed in accordance with any court schedule, but
shall be made so as to fully reimburse the prevailing Party for all reasonable
attorneys’ fees, paralegal fees, experts fees, costs and expenses incurred in
good faith, regardless of the size of the judgment, it being the intention of
the Parties to compensate the prevailing Party for all reasonable attorneys’
fees, paralegal fees, experts fees, costs and expenses paid or incurred in good
faith.  For purposes of this section, attorneys’ fees shall include,
without limitation, attorneys’ fees, paralegal fees, costs and expenses incurred
in relation to any of the following: investigation, litigation, post judgment
motions; contempt proceedings; garnishment, levy and debtor or third-party
examinations; discovery; and bankruptcy litigation.

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    20.           Assignment
of This Agreement.  Except as
expressly set forth herein, no Party shall have the right to assign its rights
or delegate any of its obligations or duties under this Agreement without the
express written consent of all of the other Parties.

     

    21.           Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.  This Agreement may be executed by a party’s signature
transmitted by fax or by email, and executed copies of this Agreement executed
and delivered by means of fax or email shall have the same force and effect as
copies hereof executed and delivered with original signatures.  Any
Party executing and delivering this Agreement fax or email shall promptly
thereafter deliver to the other Party a copy of this Agreement containing said
Party’s original signature.

     

    22.           Captions,
Headings and Exhibits.  The captions and
headings of this Agreement are for convenience only and have no force and effect
in the interpretation or construction of this Agreement.  All exhibits
attached hereto are by this reference incorporated herein as though fully set
forth in this Agreement

     

    23.           Severability.  If any term,
provision, covenant or condition of this Agreement shall be or become illegal,
null, void or against public policy, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected, impaired or invalidated thereby.  The term, provision,
covenant or condition that is so invalidated, voided or held to be unenforceable
shall be modified or changed by the Parties to the extent possible to carry out
the intentions and directives set forth in this Agreement provided however this
Agreement shall be void, in its entirety, if the consideration therefore fails,
is rescinded, cancelled, or declared void or unenforceable for any
reason

     

    24.           Binding
Effect; Successors And Assigns.  Except as
restricted herein, this Agreement shall be binding on and shall inure to the
benefit of the Parties and their respective legal representatives, successors
and assigns.

     


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    25.           Remedies.  All remedies at
law or in equity shall be available to the Parties for the enforcement of this
Agreement.  This Agreement may be pleaded as a full bar to the
enforcement of any claim that any Party may have against the
others.

     

    26.           Survival
of Representations, Warranties And Covenants. Each of the representations,
warranties and covenants and agreements set forth in this Agreement shall
survive the execution, delivery and performance of the obligations of and under
this Agreement.

     

    27.           No
Precedent.  This Agreement is not intended to be, nor shall it
be construed as, an interpretation of any preexisting agreement and shall not be
used as evidence, or in any other manner, in any court or dispute resolution
proceeding (with the exception of an action or proceeding to enforce the terms
of this Agreement) to create, prove or interpret the obligations of any Party
hereto or any of its individual members, associates, successors or predecessors
under any other agreement with a Party or any non-Party to this
Agreement.

     

    28.           Additional
Actions.  Each Party agrees
to do all acts and things to make, execute and deliver such written instruments
and documents, as shall from time to time, be reasonably necessary to carry out
the terms, provisions and intentions of this Agreement.

     

    SIGNATURE
PAGES FOLLOW

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

     

    


    
      	
              “COMPANY”

               

              PURE
      PLAY MUSIC, LTD.

              a
      Nevada corporation

               

               

              /s/
      Alex
      J. Grange                                             
      

              By:
      Alex J. Grange

              Its:
      C.E.O.

            


    

    


     


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              COHIBA
      PARTNERS, INC.

               

               

              By:
      /s/ Colin
      Nix                                             
      

              Print
      Name: Colin Nix

              Title:
      CEO

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              3210
      Airport Ave

              Suite 20

              Santa Monica, CA
90405

            


    

    



    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

               

               

              By:
      /s/ Charles
      McGuirk                            
      

              Print
      Name: Charles McGuirk

              Title:

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

              CHARLES
      MCGUIRK

               

              ADDRESS
      FOR NOTICES:

               

              2885
      Bear Valley Rd.

              Box 415

              Hornitos, CA
95325

            


    


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              STOCK
      CERTIFICATE

              TRANSFER
      SERVICES SA 

              (PANAMA)

               

               

              By:
      /s/ Henry
      Ward                                       
      

              Print
      Name: Henry Ward

              Title:
      M. Dir.

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              P.
      O. Box 0832

              Panama City,

              Rep. of Panama

            


    

    



    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              RHINO
      MANAGEMENT

               

               

              By:
      /s/ Edward
      Marshall                               
      

              Print
      Name: Edward Marshall

              Title:
      Pres.

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              3200
      Airport Ave. #20

              Santa Monica, CA
90405

            


    

    


    



    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

               

              By:
      ________________________________

              Print
      Name:

              Title:

               

              If An
      Individual:

               

               

              /s/ Derek
      Jones                                                     
      

              Print
      Name:

              DEREK
      JONES

               

              ADDRESS
      FOR NOTICES:

               

              3670
      Glendon Ave. #132

              Los Angeles, CA 90034

            


    

    


    



    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

               

              By:
      ________________________________

              Print
      Name:

              Title:

               

              If An
      Individual:

               

               

              /s/
      Steven
      Earlam                                                   
      

              Print
      Name: STEVEN
      EARLAM

               

              ADDRESS
      FOR NOTICES:

               

              3200
      Airport Ave. #20

              Santa Monica, CA
      90405

            


    

    



    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

               

              By:
      ________________________________

              Print
      Name:

              Title:

               

              If An
      Individual:

               

               

              /s/
      Anthony
      Gillaizeau                                          
      

              Print
      Name:

              ANTHONY
      GILLAIZEAU

               

              ADDRESS
      FOR NOTICES:

               

              779
      Morton St. #D

              San Francisco, CA
94129

            


    

    



    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              E
      & P CREATIONS

               

               

              By:
      /s/ Gregory
      Bergman                            
      

              Print
      Name: Gregory Bergman

              Title:
      EVP

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              3200
      Airport Ave. Suite 20

              Santa Monica, CA
      90405

            


    

    



    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              OCTOBER
      FUNDS

               

               

              By:
      /s/ Colin
      Nix                                          
      

              Print
      Name: Colin Nix

              Title:
      Secretary

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              
                3200
      Airport Ave. Suite 20

                Santa Monica, CA
      90405

              

            


    

    



    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              SANDIAS
      AZUCARADAS, SA

               

               

              By:
      /s/ Marco
      Fernandez                              
      

              Print
      Name: Marco Fernandez

              Title:
      Managing Director

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              816
      W. Francis St. #121

              Spokane, WA 99205

            


    

    



    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              TRIBE
      COMMUNICATIONS INC.

               

              By:
      /s/ Taylor
      Willes                                    
      

              Print
      Name: Taylor Willes

              Title:
      President

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              ________________________________

               

              ________________________________

               

              ________________________________

               

              ________________________________

            


    

    


     


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              JUMP
      ELITE RELATIONS INC.

               

              By:
      /s/ James
      Carolla                                     
      

              Print
      Name: James Carolla

              Title:
      Director

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              7477
      West Calle Blvd. #170

              Las Vegas, NV 89128

            


    

    


     


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Parties have
caused this Agreement to be executed and entered into as of the Effective
Date.

    


    
      	
              “SHAREHOLDER”

               

              If
      An Entity:

               

              Entity
      Name:

               

              PACIFICA
      CAPITAL

              COMMUNICATIONS
      INC.

               

              By:
      /s/ K.
      Theyer                                           
      

              Print
      Name: K. Theyer

              Title:
      

               

              If An
      Individual:

               

               

              ________________________________

              Print
      Name:

               

              ADDRESS
      FOR NOTICES:

               

              244
      5th
      Ave.

              New York, NY 10001

            


    

    


     


    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    


               IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
entered into as of the Effective Date.

    


    
      	
              “SHAREHOLDER”

              “COHIBA
      DESIGNEE”

               

              If
      An Entity:

               

              Entity
      Name:

               

               

              By:
      ________________________________

              Print
      Name:

              Title:

               

              If An
      Individual:

               

               

              /s/
      Colin
      Nix                                                            
      

              Print Name: COLIN
      NIX

               

              ADDRESS
      FOR NOTICES:

               

              3200
      Airport Ave. Suite 20.

              Santa Monica, CA
90405

            


    

    


     

    


     


    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    SCHEDULE
OF SHAREHOLDERS

     

    ORIGINAL
SIGNATORIES TO MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENT

     

    The
Shareholders listed below are the Shareholders which are original signatories to
this Agreement, as set forth in section 6 of the Agreement.  No
transferee of any of such Shareholders, or any subsequent transferee, shall
enjoy the benefits of the releases set forth in section 6 of the
Agreement.

     

    
      	
              1.

            	
              Cohiba
      Partners, Inc.

            
	
              2.

            	
              Stock
      Certificate Transfer Services SA (Panama)

            
	
              3.

            	
              Rhino
      Management

            
	
              4.

            	
              Derek
      Jones

            
	
              5.

            	
              Steven
      Earlam

            
	
              6.

            	
              Anthony
      Gillaizeau

            
	
              7.

            	
              E&P
      Creations

            
	
              8.

            	
              October
      Funds

            
	
              9.

            	
              Sandias
      Azucaradas, SA

            
	
              10.

            	
              Tribe
      Communications Inc.

            
	
              11.

            	
              Jump
      Elite Relations Inc.

            
	
              12.

            	
              Pacifica
      Capital Communications Inc.

            
	
              13.

            	
              Colin
      Nix*

            
	
              14.

            	
              Charles
      McGuirk

            


    

    


     

    *Cohiba
Designee

     


    
      
         


      

      
        - 28
-

        
          

        

      

      
         


      

    


    SCHEDULE
II

     

    SCHEDULE
OF SHARES TO BE CANCELLED AND RETAINED SHARES

     

    
      	 
      	
              COLUMN
      A

               

              Name
      of

              Shareholder

            	
              COLUMN
      B

               

              Certificate
      Numbers,

              Number
      of Shares

            	
              COLUMN
      C

               

              Number
      of Shares to be

              Cancelled

            	
              COLUMN
      D

               

              Number
      of Shares to be

              Retained

            
	 	 	 	 	 
	
              1.

            	
              Cohiba
      Partners, Inc.

            	
              1745
      – 95,000 shares

            	
              0

            	
              95,000
      shares

            
	 
      	 
      	
              1790
      – 69,800 shares

            	
              0

            	
              69,800
      shares

            
	 
      	 
      	
              1856
      – 1,293,052 shares

            	
              0

            	
              1,293,052
      shares

            
	 	 	 	 	 
	
              2.

            	
              Stock
      Certificate Transfer Services SA (Panama)

            	
              1729
      – 3,950,000 shares

            	
              3,950,000
      shares

            	
              0

            
	 	 	 	 	 
	
              3.

            	
              Rhino
      Management

            	
              1891
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1892
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1893
      – 100,000 shares

            	
              0

            	
              100,000
      shares

            
	 
      	 
      	
              1894
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 	 	 	 	 
	
              4.

            	
              Derek
      Jones

            	
              1869
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 
      	 
      	
              1870
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 
      	 
      	
              1887
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 
      	 
      	
              1888
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 	 	 	 	 
	
              5.

            	
              Steven
      Earlam

            	
              1867
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1868
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              4,848
      shares

            	
              0

            	
              4,848
      shares

            
	 	 	 	 	 
	
              6.

            	
              Anthony
      Gillaizeau

            	
              1865
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1866
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 	 	 	 	 
	
              7.

            	
              E&P
      Creations

            	
              1757
      – 100,000 shares

            	
              0

            	
              100,000
      shares

            
	 
      	 
      	
              1758
      – 100,000 shares

            	
              0

            	
              100,000
      shares

            
	 
      	 
      	
              1759
      – 100,000 shares

            	
              100,000
      shares

            	
              0

            
	 
      	 
      	
              1760
      – 100,000 shares

            	
              100,000
      shares

            	
              0

            
	 
      	 
      	
              1761
      – 75,000 shares

            	
              75,000
      shares

            	
              0

            
	 
      	 
      	
              1762
      – 100,000 shares

            	
              100,000
      shares

            	
              0

            
	 
      	 
      	
              1857
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 
      	 
      	
              1858
      – 500,000 shares

            	
              500,000
      shares

            	
              0

            
	 
      	 
      	
              1859
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1860
      – 400,000 shares

            	
              0

            	
              400,000
      shares

            
	 
      	 
      	
              1861
      – 300,000 shares

            	
              0

            	
              300,000
      shares

            
	 
      	 
      	
              1862
      – 600,000 shares

            	
              0

            	
              600,000
      shares

            
	 
      	 
      	
              1863
      – 68,975 shares

            	
              68,975
      shares

            	
              0

            
	 	 	 	 	 
	
              8.

            	
              October
      Funds

            	
              1895
      – 400,000 shares

            	
              400,000
      shares

            	
              0

            
	 
      	 
      	
              1896
      – 400,000 shares

            	
              0

            	
              400,000
      shares

            
	 
      	 
      	
              1897
      – 300,000 shares

            	
              0

            	
              300,000
      shares

            
	 
      	 
      	
              1898
      – 300,000 shares

            	
              300,000
      shares

            	
              0

            
	 
      	 
      	
              1899
      – 200,000 shares

            	
              0

            	
              200,000
      shares

            
	 
      	 
      	
              1900
      – 200,000 shares

            	
              0

            	
              200,000
      shares

            
	 
      	 
      	
              1901
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1902
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1903
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 	 	 	 	 
	
              9.

            	
              Sandias
      Azucaradas, SA

            	
              1768
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1769
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1770
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1771
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1773
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1775
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1776
      – 7,500 shares

            	
              0

            	
              7,500
      shares

            
	 
      	 
      	
              1803
      – 4,375 shares

            	
              0

            	
              4,375
      shares

            
	 	 	 	 	 
	
              10.

            	
              Charles
      McGuirk

            	
              1871
      – 350,000 shares

            	
              100,000
      shares

            	
              250,000
      shares

            
	 
      	 
      	
              1889
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            
	 
      	 
      	
              1890
      – 500,000 shares

            	
              0

            	
              500,000
      shares

            


    

    


     


    
      
         


      

      
        - 29
-

        
          

        

      

      
         


      

    


    SCHEDULE
III

     

    SCHEDULE
OF RETAINED SHARES TO BE TRANSFERRED TO NEW SHAREHOLDERS

     

    
      	 
      	
              COLUMN
      A

               

              Name
      of Shareholder Transferring

              Retained
      Shares

            	
              COLUMN
      B

               

              Certificate
      Numbers, Number of Retained Shares Being Transferred

            	
              COLUMN
      C

               

              Name
      of Shareholder Receiving

              Transferred
      Shares

            
	 	 	 	 
	
              1.

            	
              Rhino
      Management

            	
              1891
      – 500,000 shares

            	
              Tribe
      Communications Inc.

            
	 
      	 
      	
              1892
      – 500,000 shares

            	
              Tribe
      Communications Inc.

            
	 
      	 
      	
              1893
      – 100,000 shares

            	
              Tribe
      Communications Inc.

            
	 
      	 
      	
              1894
      – 500,000 shares

            	
              Tribe
      Communications Inc.

            
	 	 	 	 
	
              2.

            	
              Charles
      McGuirk

            	
              1889
      – 500,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 
      	 
      	
              1890
      – 500,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 	 	 	 
	
              3.

            	
              Steven
      Earlam

            	
              1867
      – 500,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 
      	 
      	
              1868
      – 500,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 	 	 	 
	
              4.

            	
              Anthony
      Gillaizeau

            	
              1865
      – 500,000 shares

            	
              Pacifica
      Capital Communications Inc.

            
	 
      	 
      	
              1866
      – 500,000 shares

            	
              Pacifica
      Capital Communications Inc.

            
	 	 	 	 
	
              5.

            	
              E&P
      Creations

            	
              1757
      – 100,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 
      	 
      	
              1758
      – 100,000 shares

            	
              Jump
      Elite Relations Inc.

            
	 
      	 
      	
              1859
      – 500,000 shares

            	
              Pacifica
      Capital Communications Inc.

            
	 
      	 
      	
              1860
      – 400,000 shares

            	
              Pacifica
      Capital Communications Inc.

            
	 
      	 
      	
              1861
      – 300,000 shares

            	
              Pacifica
      Capital Communications Inc.

            
	 
      	 
      	
              1862
      – 600,000 shares

            	
              Tribe
      Communications Inc.

            


    


    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    


    SCHEDULE
IV

     

    COHIBA
DESIGNEES

     

    
      	 
      	
              NAME
      OF SHAREHOLDER

            	
              SHARES
      BENEFICIALLY OWNED

            
	 	 	 
	
              1.

            	
              Colin
      Nix

            	0 


    


    
      
         


      

      
        - 31
-

        
          

        

      

      
         


      

    


    SCHEDULE
V

     

    COMPLETE
SCHEDULE OF NAMES OF SHAREHOLDERS AND STATEMENT OF ALL SHARES BENEFICIALLY OWNED
BY THE SHAREHOLDERS

     

    
      	 
      	
              NAME
      OF SHAREHOLDER

            	
              TOTAL
      NUMBER OF SHARES BENEFICIALLY OWNED

            
	 	 	 
	
              1.

            	
              Cohiba
      Partners, Inc.

            	1,600,000
	 	 	 
	
              2.

            	
              Stock
      Certificate Transfer Services SA (Panama)

            	3,450,000
	 	 	 
	
              3.

            	
              Rhino
      Management

            	1,600,000
	 	 	 
	
              4.

            	
              Derek
      Jones

            	2,000,000
	 	 	 
	
              5.

            	
              Steven
      Earlam

            	1,000,000
	 	 	 
	
              6.

            	
              Anthony
      Gillaizeau

            	3,368,974
	 	 	 
	
              7.

            	
              E&P
      Creations

            	3,300,000
	 	 	 
	
              8.

            	
              October
      Funds

            	56,875
	 	 	 
	
              9.

            	
              Sandias
      Azucaradas, SA

            	 
      
	 	 	 
	
              10.

            	
              Tribe
      Communications Inc.

            	 
      
	 	 	 
	
              11.

            	
              Jump
      Elite Relations Inc.

            	 
      
	 	 	 
	
              12.

            	
              Pacifica
      Capital Communications Inc.

            	 
      
	 	 	 
	
              13.

            	
              Colin
      Nix*

            	0 
	 	 	 
	
              14.

            	
              Charles
      McGuirk

            	1,350,000


    

    


     

    *Cohiba
Designee

     


    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    


    SCHEDULE
VI

     

    SCHEDULE
OF SHARES THAT HAVE BEEN DEPOSITED WITH THE DEPOSITORY TRUST COMPANY THAT ARE
NOT BENEFICIALLY OWNED BY BFPS

     

    


     

    
      	 
      	
              NAME
      OF SHAREHOLDER

            	
              CERTIFICATE
      NUMBER(S), SHARES BENEFICIALLY OWNED

            
	 	 	 
	
              1.

            	Cohiba
      Partners	200,000 
	
              2.

            	 
      	 
      
	
              3.

            	 
      	 
      
	
              4.

            	 
      	 
      
	
              5.

            	 
      	 
      


    

    


     


    
      
         


      

      
        - 33
-

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    JOINDER
AGREEMENT

    


    WHEREAS,
the undersigned is acquiring simultaneously with the execution of this Agreement
____________ shares of Common Stock, par value $0.01 per share (the "Shares"), of Pure
Play Music, Ltd., a Nevada corporation (the "Company"), from an
existing stockholder;

     

    WHEREAS,
as a condition to the acquisition of the Shares, the undersigned has agreed to
join in a certain Mutual General Release and Settlement Agreement (the “Agreement”) dated as
of April 7, 2009, by and among the Company and the other parties named
therein;

     

    WHEREAS,
the undersigned understands that execution of this Agreement is a condition
precedent to the acquisition of the Shares;

     

    NOW,
THEREFORE, as an inducement to the stockholder from whom the undersigned is
acquiring the Shares, to transfer the Shares to the undersigned, the undersigned
agrees to join in the Agreement and agrees to be bound by all of the terms and
provisions thereof, including the representations and warranties set forth in
section 3 of the Agreement, as a “Shareholder”, and, in the case of a
Shareholder who is a natural person, the spouse, if any, of such Shareholder
shall execute the Spousal Consent set forth on Exhibit B to the
Agreement.  Further, the undersigned acknowledges and agrees that the
releases set forth in section 6 of the Agreement shall not apply to the
undersigned.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Agreement this ____ day of
____________, ____.

     

    By:
_______________________________

    Name:
______________________

    Title:
_______________________

     

    Address
For Notices:

    _______________________

    _______________________

    _______________________

    _______________________

     

    Accepted:

    


    PURE PLAY
MUSIC, LTD.

    a Nevada
corporation

    


    By:
__________________________________

    Name:

    Title:

    Date:  ___________________,
20__

     

     

    
      
        
        

      

      
        - 34
-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    SPOUSAL
CONSENT: INDIVIDUAL SHAREHOLDER SIGNATURE PAGE

     

     

    Name of
the Shareholder:______________________________

     

    I, the undersigned, being the spouse of
the above-named Shareholder, hereby acknowledge that I have read and understand
the foregoing General Mutual Release and Settlement Agreement, and I agree to be
bound by the terms thereof.

     

     

    By: 
___________________________

    Name (of
Spouse):

     

     

     

     

     

     

     -
35 -