EXHIBIT 10.1






 


DEBT
PAYMENT AND STOCK ISSUANCE AGREEMENT


 


This
Debt Payment and Stock Issuance Agreement (this “Agreement”) is made as of the 2nd day of May, 2014 by and among Aurios
Inc., an Arizona corporation, having its offices at 7608 N. Shadow Mountain Road, Paradise Valley, AZ 85253 (the “Company”),
Paul Attaway, Ira J. Gaines and Christian J. Hoffmann, III, individually (collectively, the “Stockholders”), and iPayMobil,
Inc., an Arizona corporation (“iPayMobil”).


 


W
I T N E S S E T H:


 


WHEREAS,
iPayMobil desires to assist the Company in the payment and settlement of its debts and liabilities;


 


WHEREAS,
the Company wishes to issue an aggregate of 919,500 Shares (the “Shares”) of the Company’s common stock, no
par value (“Common Stock”), to iPayMobil (the “Stock Issuance”) for the sum of $140,000;


 


WHEREAS,
the Stock Issuance is being undertaken as part of a consecutive series of transactions whereby iPayMobil shall acquire
72.59% voting control of the Company based on the Company’s latest Annual Report on Form 10-K filed on March 21, 2014
(the “2013 10-K”) and take all steps necessary to merge iPayMobil with and into a newly formed subsidiary of the
Company, thereby making it a wholly owned subsidiary of the Company, as set forth in paragraph 1.5 in this Agreement (the
“Reverse Merger Transaction”); and


 


WHEREAS,
in consideration of such Reverse Merger Transaction, from which the Stockholders acknowledge and agree that they shall derive
substantial benefit, such Stockholders desire to grant to iPayMobil an irrevocable right to vote their shares as more specifically
set forth below (the “Proxy”).


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


ARTICLE
I


ISSUANCE
OF THE SHARES


 


1.1 Issuance
of the Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties,
covenants, and agreements contained in this Agreement, at the Closing, as described in Section 1.3 herein, the Company agrees
to issue, assign, transfer, and deliver the Shares to iPayMobil and iPayMobil agrees to accept and receive the Shares from the
Company, in exchange for a payment of an aggregate sum of $140,000 to be used solely, exclusively, and directly to settle all
of the Company’s currently outstanding debts (the “Debt Settlement Amount”), except for up to
$10,000 of costs and fees associated with the filing of the Company’s 2013 10-K and preparation of its 2013 state and federal
tax returns (the “10-K Obligation”). The parties acknowledge and agree that $140,000 of the Debt Settlement Amount
was previously deposited into an escrow account with Richardson & Patel LLP, legal counsel to iPayMobil (“RP”
or “Escrow Agent”), and shall be distributed to each of the debt holders identified on Schedule 2.13 attached
hereto (the “Debt Holders”), in the specific amount set forth opposite each Debt Holder’s name at the Closing.


 


1.2 Irrevocable
Proxy. Concurrently herewith, the Stockholders shall execute a Proxy substantially in the form attached hereto as Exhibit
A. iPayMobil covenants not to utilize the Proxy in order to re-sell or otherwise “flip” the Company to a third
party; to merge or acquire a business substantially different than iPayMobil’s business, or change the proposed capital
structure of the Reverse Merger transaction or otherwise effectuate the Reverse Merger Transaction except as presently contemplated
during the term of the proxy.


 




    	 



    	 



    


 


1.3 Closing.
The transactions contemplated hereby shall take place at the offices of Richardson & Patel LLP, located at 1100 Glendon Avenue,
Suite 850, Los Angeles, CA 90024, or such other place as the parties may agree at a closing (the “Closing”), to occur
immediately following the execution and delivery hereof.


 


1.4 Deliveries.
On or prior to the Closing, the parties shall deliver the following:


 


(a) The
Company shall deliver to iPayMobil a certificate(s) representing the Shares, in the name of iPayMobil, and iPayMobil shall pay
the sum of $140,000 for the Shares. The delivery of such Shares shall be effective to vest in iPayMobil all right, title, and
interest in the Shares.


 


(b)
The Company shall deliver to iPayMobil evidence of (i) the appointment of Andrew M. Ling as Chief Executive Officer and director
of the Company and of Gary Pryor as Chief Financial Officer and director of the Company, (ii) the resignation of Paul Attaway
and Tim Louis from all positions as officers and directors of the Company, and (iii) the cancellation of all Company stock purchase
warrants and options and satisfaction of all Company debts and liabilities.


 


(c)
The Stockholders shall deliver to iPayMobil the Proxy substantially in the form attached hereto as Exhibit A.


 


(d)
At the Closing and anytime thereafter, the parties shall duly execute, acknowledge, and deliver all such further assignments,
conveyances, instruments, and documents (collectively, the “Transaction Documents”), and shall take such other action
consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.


 


(e)
The Escrow Agreement substantially in the form attached hereto as Exhibit B, shall have been executed and delivered to
the Company and iPayMobil by the Escrow Agent, which shall be in full force and effect.


 


(f) At
the Closing, iPayMobil shall instruct Escrow Agent to distribute the Debt Settlement Amount to the debt holders identified on
Schedule 2.13 attached hereto, in the respective amounts set forth therein. The Company hereby covenants and agrees that such
Debt Settlement Amount shall be used for the sole purpose of retiring the Company’s debts and liabilities as set forth in
Schedule 2.13 and that such amount shall satisfy all remaining indebtedness and obligations of the Company except for the 10-K
Obligation.


 


(g) At
the Closing, the Company shall deliver all bank account numbers and related bank information for the new officers and directors
of the Company to access all Company funds. The balance of the bank account at Closing shall be in the range of $20 to $30. 


 


(h) At
the Closing, the Company shall have a D&O insurance policy in full force and effect, which policy shall be subject to the
reasonable approval of iPayMobil.


 


1.5 Reverse
Merger Transaction. The parties acknowledge and agree that the transactions contemplated by this Agreement are being undertaken
as part of a series of consecutives steps in a Reverse Merger Transaction, pursuant to which:


 




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(a) the
Articles of Incorporation of the Company, as amended, shall be amended and restated to increase the authorized capital stock of
the Company and change the name of the Company to Zipremit, Inc.; and


 


(b) iPayMobil
shall be merged with and into a newly created, wholly owned subsidiary of the Company, as a result of which the original stockholders
of the Company (other than iPayMobil, which upon the effectuation of this Agreement will be the holder of 919,500 shares of the
Company) immediately prior to the Stock Issuance shall then hold 3,678,000 shares. In the Reverse Merger transaction, the Company
will issue an additional 86,322,000 shares of Common Stock in exchange for all of the issued and outstanding capital stock of
iPayMobil. As a result of the Reverse Merger Transaction, the original stockholders of the Company will continue to own 3,678,000
shares, or 4.087% and the stockholders of iPayMobil shall then hold 86,322,000 (95.913%) of the total 90,000,000 outstanding shares
of the Company. For the avoidance of doubt, nothing contemplated herein shall be interpreted to provide any Company stockholder
with anti-dilution rights, including but not limited to rights of first refusal or first purchase, or preemptive rights of any
kind.


 


ARTICLE
II


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company and the Stockholders hereby, jointly and severally, make the following representations and warranties to iPayMobil as
of the Closing:


 


2.1 The
Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona. The Company
has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being
conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform
its obligations under all its obligations under all contracts, agreements, arrangements, or understandings (the “Company
Contracts”). The Company is not and has not been required to be qualified, authorized, registered, or licensed to do business
as a foreign corporation in any jurisdiction. The Company has no subsidiaries. The Company does not own any controlling interest
in any business entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect
equity or other financial interest in, any business entity. The Company has not agreed and is not obligated to make any future
investment in or capital contribution to any business entity. Neither the Company nor any of the stockholders of the Company has
ever approved, or commenced any action, suit, or legal proceeding or made any election, in either case, contemplating the dissolution
or liquidation of the Company’s business or affairs.


 


2.2 The
Company has delivered to iPayMobil accurate and complete (through the date hereof) copies of: (i) the certificate of incorporation
and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; (iii) correct and complete
copies of each material and non-material Contract (“Contract” includes, without limitation, all written or oral contracts,
agreements, guarantees, licenses and executory commitments, including real property leases) to which the Company is a party; (iv)
a complete and correct list of all the Company’s policies of insurance and all amendments and riders thereto and a description
of each pending claim under any of the insurance policies, or any insurance policy previously in effect; and (v) the minutes
and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a
meeting) of the holders of all securities of the Company, the board of directors of the Company, and all committees of the board
of directors of the Company (the items described in the foregoing clauses “(i)”, “(ii)”, “(iii)”,
“(iv)” and “(v)” of this Section 2.2 are collectively referred to herein as the “Company Documents”).
There have been no formal meetings held of, or corporate actions taken by, the stockholders of the Company, the board of directors
of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documents.
There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent
in any material respect with the Company Documents. The books of account, stock records, minute books, and other records of the
Company are accurate, up-to-date, and complete in all material respects, and have been maintained in accordance with requirements
of law and prudent business practices.


 




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2.3 The
authorized capital stock of the Company consists of: (i) 90,000,000 shares of Common Stock, no par value, of which 3,678,000 shares
are issued and outstanding, and (ii) 10,000,000 shares of “blank check” preferred stock, no par value, of which
no shares are issued and outstanding.


 


(a) All
of the outstanding shares of the Company capital stock have been duly authorized and validly issued and are fully paid and nonassessable.
All of the outstanding shares of capital stock of the Company or other securities of the Company have been issued in compliance
with all applicable federal and state securities laws and other applicable requirements of law and all requirements set forth
in the Company Documents. No shares of capital stock or other securities of the Company are subject to a repurchase option in
favor of the Company.


 


(b) There
are no: (i) outstanding subscriptions, options, calls, warrants, or rights (whether or not currently exercisable) to acquire any
shares of capital stock of the Company or other securities of the Company; (ii) outstanding securities, notes, instruments, or
obligations that are or may become convertible into or exchangeable for any shares of capital stock of the Company or other securities
of the Company; (iii) outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the capital
stock of the Company; (iv) agreements, voting trusts, proxies, or understandings with respect to the voting or registration under
the Securities Act of 1933, as amended (the “Securities Act”), or any shares of the Company; or (v) conditions or
circumstances that may give rise to or provide a basis for the assertion of a claim by any individual or entity to the effect
that such individual or entity is entitled to acquire or receive any shares of Common Stock or any shares of the capital stock
or other securities of the Company.


 


2.4 The
Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and
the execution, delivery, and performance by the Company of this Agreement has been duly and validly authorized by all necessary
action and no further consent or authorization on the part of the Company, its board of directors or its stockholders is required.
This Agreement constitutes, and upon execution and delivery thereof by the Company, will constitute the valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating
to bankruptcy, insolvency, and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief,
and other equitable remedies.


 


2.5 Neither
the execution, delivery, or performance of this Agreement, nor the performance of the Company of its obligations hereunder will
directly or indirectly (with or without notice or lapse of time) cause, constitute, or conflict with or result in (i) any breach
or violation, or give rise to a right of termination, cancellation, or acceleration or to loss of a material benefit under, or
to increased, additional, accelerated, or guaranteed rights or entitlements of any person under any of the provisions of, or constitute
a default under, any license, mortgage, or any other agreement or instrument to which the Company or its stockholders are a party;
(ii) result in a violation of any of the provisions of the Company Documents; (iii) result in a violation of, or give any
governmental body or agency or other individual or entity the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under any, requirement of law, or judicial or administrative order to
which the Company is subject.


 




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2.6 The
Company has timely filed all reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since inception (the foregoing
materials, together with all documents or reports filed by the Company under the Exchange Act that were not required to be filed,
being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to
this Agreement, the “Disclosure Materials”). 


 


(a) The
SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of law and the United States
Securities and Exchange Commission (the “SEC”), and (ii) did not, at the time they were filed (or, if amended or superseded
by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration
statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required
to be stated in such SEC Reports or necessary in order to make the statements in such SEC Reports, in light of the circumstances
under which they were made, not misleading. To the best of the Company’s knowledge, each offering or sale of securities
by the Company (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii)
complied in all material respects with the applicable requirements of law and the SEC, and (iii) was made pursuant to offering
documents which did not, at the time of the offering (or, in the case of registration statements, at the effective date thereof)
contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents
or necessary in order to make the statements in such documents not misleading. The Company has delivered or made available to
iPayMobil all comment letters received by the Company from the staff of the SEC and all responses to such comment letters by or
on behalf of the Company with respect to all filings under the Securities Act or the Exchange Act. The Company’s principal
executive officer and principal financial officer (and Company’s former principal executive officers and principal financial
officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”) and the rules and regulations of the Exchange Act thereunder with respect to the SEC Reports
filed by Company under the Exchange Act (the “Exchange Act Reports”) to the extent such rules or regulations applied
at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal
financial officer” shall have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications contain
no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company
nor any of its officers has received notice from any governmental body or agency questioning or challenging the accuracy, completeness,
content, form, or manner of filing or submission of such certifications. The Company is a “Business Combination Shell Company”
as such term is defined under Rule 405 of the Securities Act.


 


(b) The
financial statements of the Company included in the SEC Reports (the “Company Financial Statements”) comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in
effect at the time of filing. The Company Financial Statements have been prepared in accordance with GAAP, except as may be otherwise
specified in the Company Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities,
financial position, and results of operations of Company as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 




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(c) Each
of Company’s independent public accountants, which have expressed their opinion with respect to the financial statements
of the Company included in the Exchange Act Reports (including the related notes), is and have been throughout the periods covered
by such Company Financial Statements, registered public accounting firms with respect to the Company within the meaning of all
applicable laws and regulations and is registered with the Public Company Accounting Oversight Board. With respect to the Company,
the Company’s independent public accountants are not and have not been in violation of auditor independence requirements
of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith. None of the non-audit services performed
by Company’s independent public accountants for the Company were prohibited services under the Sarbanes-Oxley Act and all
such services were pre-approved in advance by the Company’s Board of Directors or audit committee in accordance with the
Sarbanes-Oxley Act.


 


(d) The
Company maintains disclosure controls and procedures required by Rule 13a-15(b) or 15d-15(b) under the Exchange Act; such controls
and procedures are effective to ensure that all material information concerning the Company is made known on a timely basis to
the principal executive officer and the principal financial officer. The Company has delivered to iPayMobil copies of, all written
descriptions of, and all policies, manuals, and other documents promulgating such disclosure controls and procedures. The Company
and, to the best knowledge of the Company, its directors and executive officers, have complied at all times with Section 16(a)
of the Exchange Act, including the filing requirements thereunder to the extent applicable, except for one transaction by a director
in 2013 that was not reported.


 


2.7 Since
the filing of the Company’s Form 10-K for the period ending December 31, 2013 (“2013 10-K”) with the SEC, (the
“Balance Sheet Date”), the Company has conducted its business as ordinarily conducted consistent with past practice
and there has not occurred any change, event, or condition (whether or not covered by insurance) that has resulted in, or would
reasonably be expected to result in any material adverse effect on the Company.


 


(a) Since
the Balance Sheet Date, the Company has not issued, transferred, sold, encumbered, or pledged the Common Stock, shares of or other
securities (including securities convertible into or exchangeable for, warrants, options or rights to acquire, shares of Common
Stock or other securities) of the Company.


 


(b) Since
the Balance Sheet Date, the Company has not entered into or amended any (i) employment agreements or any other type of employment
arrangements, (ii) severance or change of control agreements or arrangements, or (iii) deferred compensation agreements or arrangements.
There is no private or governmental action, suit, proceeding, claim, arbitration, or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the Company’s Best Knowledge (as defined below), threatened against the Company
or any of its properties or any of its officers or directors (in their capacities as such). There is no judgment, decree, or order
against the Company that could prevent, enjoin, alter, or delay any of the transactions contemplated by this Agreement. The term
“Best Knowledge” of the Company shall mean and include (i) actual knowledge, and (ii) that knowledge which a prudent
businessperson would reasonably have obtained in the management of such person’s business affairs after making due inquiry
and exercising the due diligence which a prudent businessperson should have made or exercised, as applicable, with respect thereto.
Actual or imputed knowledge of any director or officer or the Company shall be deemed to be knowledge of the Company.


 




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2.8 The
Company is issuing the Shares to iPayMobil without registration pursuant to the exemptions afforded the Company under Section
4(2) of the Securities Act, as amended, and will take any and all actions to make such exemption available. No registration under
the securities laws of any state is required for the offer and sale of the Shares by the Company to iPayMobil as contemplated
hereby.


 


2.9 There
are no claims, actions, suits, proceedings, inquiries, labor disputes, or investigations (whether or not purportedly on behalf
of the Company) pending or, to the Company’s Best Knowledge, threatened against the Company or any of its assets, at law
or in equity, or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership, or debtor relief
proceedings are pending or, to the Company’s Best Knowledge, threatened against the Company. The Company is not subject
to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department,
agency, or instrumentality.


 


2.10 The
Company has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal,
state, local, or foreign law, judgment, decree, injunction, or order, applicable to it, the conduct of its business, or the ownership
or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations
of any federal, state, or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality,
or judicial body (including, without limitation, any federal or state securities law, regulation, rule, or administrative order).


 


2.11 The
Company has properly filed all tax returns required to be filed and has paid all taxes shown thereon to be due. To the Best Knowledge
of the Company, all tax returns previously filed are true and correct in all material respects.


 


2.12 Paul
Attaway is the President, Chief Executive Officer, Chief Financial Officer, and director of the Company. Timothy Louis is the
Secretary, Treasurer, and director of the Company. The Company has no other officers, directors, or employees.


 


2.13 All
of the business and financial transactions of the Company have been fully and properly reflected in the books and records of
the Company in all material respects and in accordance with generally accepted accounting principles consistently applied.
Except as set forth in Schedule 2.13, the Company has no liabilities or obligations of any nature as of the date hereof,
whether absolute, accrued, contingent, choate, inchoate or otherwise and whether due or to become due, other than the
10-K Obligation.


 


2.14 As
of the date hereof, except as disclosed in the Company’s filings with the SEC, there are no material liabilities, obligations,
encumbrances, pending or completed investigations or proceedings, fines, criminal or civil legal actions, or events that could
or would have a material adverse effect on the Company’s operations, business, or reputation, or that could otherwise negatively
impact the Company in any way.


 




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ARTICLE
III




REPRESENTATIONS
AND WARRANTIES OF iPayMobil


 


iPayMobil
hereby represents and warrants as of the date hereof to the Company as follows:


 


3.1 Organization;
Authority. To the extent applicable, iPayMobil is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its organization and has full right, corporate or partnership power, and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery,
and performance by iPayMobil of the transactions contemplated by this Agreement have been duly authorized by all necessary action
on the part of iPayMobil. Each Transaction Document to which iPayMobil is a party has been duly executed by iPayMobil, and when
delivered by iPayMobil in accordance with the terms hereof, will constitute the valid and legally binding obligation of iPayMobil,
enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


3.2 Own
Account. iPayMobil understands that the Shares are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not
with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understanding with any other persons to distribute or regarding
the distribution of such Shares (this representation and warranty not limiting such iPayMobil’s right to sell the Shares
in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities
law. iPayMobil is acquiring the Shares hereunder in the ordinary course.


 


3.3 Experience
of iPayMobil. The officers and directors of iPayMobil have such knowledge, sophistication, and experience in business and
financial matters so as to be capable of evaluating the merits and risks of holding the Shares, and have so evaluated the merits
and risks relating thereto. iPayMobil is able to bear the economic risk of holding the Shares and, at the present time, is able
to afford a complete loss of the value thereof.


 


3.4 General
Solicitation. iPayMobil is not acquiring the Shares as a result of any advertisement, article, notice, or other communication
regarding the Shares published in any newspaper, magazine, or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


3.5 Access
to Information. iPayMobil has been afforded the opportunity to examine all books, records, and agreements of the Company and
to ask questions of the Company’s senior management and to obtain additional information necessary to verify the accuracy
of the information supplied or to which iPayMobil had access. iPayMobil has also been afforded the opportunity to ask questions
of the Company’s senior management to obtain any further information reasonably available to the Company which iPayMobil
has requested in connection with its decision to acquire the Shares. iPayMobil has conducted what it deems to be an adequate investigation
of the business, finances, and prospects of the Company, and it is satisfied with the results of its investigation.


 


3.6 Accredited
Investor. iPayMobil understands and acknowledges that the Common Stock is being offered under one or more of the exemptions
from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act, including, Regulation D promulgated thereunder,
that iPayMobil acknowledges that the Common Stock is being provided without iPayMobil being offered or furnished any offering
literature, prospectus or other material, financial or otherwise, and that this transaction has not been scrutinized by the SEC
or by any regulatory authority charged with the administration of the securities laws of any state. iPayMobil hereby further represents
and warrants as follows:


 




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(a) that
it understands and has fully considered, for purposes of this Agreement, the risks of an investment in the Common Stock and understands
that: (i) this investment is suitable only for an investor who is able to bear the economic consequences or losing its entire
investment, and (ii) the Common Stock is speculative investment which involves a high degree of risk of loss by iPayMobil;


 


(b) that
iPayMobil has not conducted any marketing studies or analysis with regard to the Company’s prospects;


 


(c) iPayMobil
is: (i) an “Accredited Investor” as the term is defined pursuant to Regulation D promulgated under the Securities
Act; (ii) able to bear the economic risk of this investment, (iii) able to hold the Common Stock for the period of time set forth
herein, and (iv) presently able to afford a complete loss of its investment; and that its commitment to all speculative investments
is reasonable in relation to its annual income;


 


(d) iPayMobil
has such knowledge and experience in financial and business matters and that it is capable of evaluating the merits and risks
of an investment in the Common Stock and of making an informed investment decision;


 


(e) iPayMobil
has had the opportunity to discuss with its representatives, including its attorney and/or accountant, if any, the tax consequences
of its investment in the Common Stock;


 


(f) iPayMobil
understands that no federal or state agency has passed on or made any recommendation or endorsement of the Common Stock and that
the Company is relying on the truth and accuracy of the representations, declarations, and warranties herein made by undersigned
in offering the Common Stock to iPayMobil without having first registered the Common Stock under the Securities Act;


 


(g) iPayMobil
consents to the placement of a legend on the applicable stock certificates as required by applicable securities laws, including
legends in form substantially as follows:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD UNLESS:
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) AURIOS
INC. RECEIVES AN OPINION OF ITS LEGAL COUNSEL OR OTHER COUNSEL TO THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL
TO AURIOS INC.), STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
BY ACQUIRING THIS CERTIFICATE, THE HOLDER REPRESENTS THAT THE HOLDER HAS ACQUIRED SUCH CERTIFICATE FOR INVESTMENT AND THAT THE
HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS CERTIFICATE OR THE SHARES REPRESENTED THEREBY, WITHOUT REGISTRATION OR OTHER
COMPLIANCE WITH THE ACT AND THE RULES AND REGULATIONS THEREUNDER.


 




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(h)
The iPayMobil information set forth in Exhibit C and provided to the Company is true, accurate, and complete in all material respects.
Such information does not contain any untrue statement of a material fact or omit to state a material fact or necessary in order
to make the information, in light of the circumstances under which it is presented and disclosed, not misleading.


 


(i) The
Company has not engaged any broker, dealer; finder, commission agent or other similar person in connection with the offer, offer
for sale, or sale of the Shares and is under no obligation to pay any broker’s fee, or commission in connection with its
investment.


 


ARTICLE
IV


INDEMNIFICATION


 


4.1 Indemnification
by Paul Attaway. From and after the Closing, including after the effectuation of the Reverse Merger Transaction, Paul Attaway
(“Paul Attaway” or “Attaway”) shall (without any right of contribution, indemnification, reimbursement
or comparable right against or from the Company), indemnify and hold harmless iPayMobil and its officers, directors affiliates,
subsidiaries, and the Company (including, after the effectuation of the Reverse Merger Transaction, the Company) (collectively,
the “iPayMobil Indemnified Parties") from and against any outstanding debt as of the Closing exceeding such outstanding
debt as identified in Schedule 2.13 and the 10-K Obligation presented within twelve (12) months of closing by a trade vendor or
holder of a promissory note issued by the Company prior to the Closing. In the event such a claim is presented, this claim shall
first be presented to Attaway via email. Attaway shall have fifteen (15) calendar days to resolve and/or pay the claim. The fact
that the claim is presented first to Attaway in no way negates the indemnification provided for in this paragraph. If after the
fifteen (15) day period has expired, Attaway has neither resolved nor paid the claim, then iPayMobil shall be free to pay the
claim and then present it to Attaway for reimbursement under this paragraph. Such reimbursement must be made within five (5) calendar
days thereof in cash or other immediately available funds.


 


ARTICLE
V


TERMINATION


 


5.1 Termination
by Mutual Agreement. This Agreement may be terminated at any time by mutual consent of the parties hereto prior to the Closing,
provided that such consent to terminate is in writing and is signed by each of the parties hereto.


 


ARTICLE
VI


MISCELLANEOUS


 


6.1 Entire
Agreement. This Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or
contemporaneous oral and written agreements, understandings, or letters of intent between or among the parties with respect to
the subject matter of this Agreement. No part of this Agreement may be modified or amended, nor may any right be waived, except
by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement
and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver. No course of conduct
or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict,
explain, or supplement any provision of this Agreement, it being acknowledged by the parties to this Agreement that this Agreement
is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter. Any waiver
shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions
at any other time or under any other circumstances.


 



    	- 10 -



    	 



    

 


6.2 Severability.
If any section, term, or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable,
the remaining sections, terms, and provisions shall nevertheless continue in full force and effect.


 


6.3 Notices.
All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally
or sent by overnight courier, mail, or messenger against receipt thereof or sent by registered or certified mail, return receipt
requested, or by facsimile transmission or similar means of communication if receipt is confirmed or if transmission of such notice
is confirmed by mail as provided in this Section 5.3. Notices shall be deemed to have been received on the date of personal delivery
or telecopy or attempted delivery. Notice shall be delivered to the parties at the following addresses:


 


	If
    to the Company or the Stockholders:	Aurios
    Inc.
	 	7608
    N. Shadow Mountain Road
	 	Paradise
    Valley, AZ 85253
	 	Attention:
    Paul Attaway
	 	 
	If
    to iPayMobil:	iPayMobil,
    Inc.
	 	15941
    N. 77th Street, Suite #4 
	 	Scottsdale,
    AZ 85260
	 	Attention:
    Andrew M. Ling
	 	 
	With
    a copy to:	Richardson
    & Patel LLP
	 	1100
    Glendon Avenue, Suite 850
	 	Los
    Angeles, CA 90024
	 	Attention:
    Alan A. Lanis, Jr., Esq.


 


Either
party may, by like notice, change the address, person or telecopier number to which notice shall be sent.


 


6.4 Governing
Law. This Agreement shall be governed and construed in accordance with the laws of the State of Arizona applicable to agreements
executed and to be performed wholly within such State, without regard to any principles of conflicts of law. Each of the parties
hereby irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this
Agreement shall be brought in the federal or state courts located in the County of Maricopa in the State of Arizona, by execution
and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts, waives any defense that such
court is not a convenient forum, and consents to any service of process made by any method of service permitted by law.


 


6.5
Waiver of Jury Trial. EACH PARTY hereby expressly waiveS any right to a trial by
jury in the event of any suit, action, or proceeding to enforce this Agreement or any other action or proceeding which may arise
OUT OF OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.



 



    	- 11 -



    	 



    

 


6.6 Parties
to Pay Own Expenses. Each of the parties to this Agreement shall be responsible and liable for its own expenses incurred in
connection with the preparation of this Agreement, the consummation of the transactions contemplated by this Agreement and related
expenses.


 


6.7 Successors.
This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives,
successors, and permitted assigns; provided, however, that neither party may assign this Agreement or any of its rights under
this Agreement without the prior written consent of the other party.


 


6.8 Further
Assurances. Each party to this Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered
such other documents and instruments as may be reasonably requested by any other party to this Agreement in order to carry out
more fully the provisions of, and to consummate the transaction contemplated by, this Agreement.


 


6.9 Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


 


6.10 No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties with the
advice of counsel to express their mutual intent, and no rules of strict construction will be applied against any party.


 


6.11 Headings.
The headings in the Sections of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement.


 


[Remainder
of this page intentionally left blank.]


 




    	- 12 -



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	AURIOS
    INC.:
	 	 	 
	 	By:	/s/
    Paul Attaway
	 	 	Paul
    Attaway, President and Chief Executive Officer 
	 	 	 
	 	STOCKHOLDERS
    
	 	 	 
	 	As
    to Articles II and IV only:
	 	 	 
	 	/s/
    Paul Attaway
	 	Paul
    Attaway, individually
	 	 	 
	 	As
    to Article II only:
	 	 	 
	 	/s/
    Ira J. Gaines
	 	Ira
    J. Gaines, individually
	 	 	 
	 	/s/
    Christian J. Hoffman, III
	 	Christian
    J. Hoffmann, III, individually
	 	 	 
	 	IPAYMOBIL,
    INC.:
	 	 	 
	 	By:	/s/
    Andrew M. Ling
	 	 	Andrew
    M. Ling, President and Chief Executive Officer


 




    	- 13 -



    	 



    


 


EXHIBIT
A


 


IRREVOCABLE
PROXY


 




    	 



    	 



    


 


IRREVOCABLE
PROXY


(Coupled
with an interest)


 


AURIOS
INC.


 


The
stockholders represented herein (the “Stockholders”) appoint Andrew M. Ling and/or Gary Pryor (the “Proxy
Holders”) proxy with the power of substitution to vote all shares of Common Stock entitled to be voted by the Stockholders
at any annual meeting or special meeting of the stockholders of Aurios Inc. or as a result of a solicitation by Aurios Inc. or
its management or any third party of a written consent by stockholders in lieu of an annual meeting or special meeting. This
proxy is irrevocable, is coupled with an interest in that it has been executed in conjunction with the execution and delivery
to iPayMobil, Inc. of that certain Debt Settlement and Stock Issuance Agreement of even date herewith (the “Agreement”),
and will last until the consummation of the reverse merger transaction contemplated by Section 1.5 of the Agreement or one year
from the date hereof, whichever comes first. This proxy is meant to comply with Chapter 7, Article 2, Section 10-722 of the
Arizona Revised Statutes and shall be read and interpreted so as to be enforceable in accordance therewith. The Common Stock to
which this proxy applies includes the following certificates (and any replacement certificates or certificates issued for the
balance of shares sold, as contemplated below):


 


	Name
    on Certificate	 	Number
    of Shares	 
	Paul Attaway	 	 	1,254,666	 
	Ira J. Gaines	 	 	656,666	 
	Christian J. Hoffman, III	 	 	606,666	 
	Tim Louis	 	 	100,000	 



 


The
Stockholders may not sell shares of their Common Stock in Aurios Inc. in the public market while this proxy remains in effect.
The Stockholders agree that, before they sell any shares of Common Stock subject to this proxy to a third party in a private sale,
the Stockholders shall disclose to the Proxy Holders the names and contact information of the persons to whom they propose to
transfer the Common Stock and the terms of the sale transaction and shall disclose to the proposed purchasers the existence of
this proxy. The application of this proxy to shares of Common Stock sold by the Stockholders in a private sale shall be reviewed
by the Proxy Holders who shall determine, in their sole and absolute discretion, whether or not such shares shall continue to
be subject to this proxy. Gifts of Common Stock subject to this proxy will continue to be subject to it.


 


Irrespective
of any writing received from the Stockholders purporting to revoke this proxy, the Stockholders agree that Aurios Inc. need not
be required to recognize any such revocation and may continue to recognize the appointment made in this proxy.


 


	/s/
    Paul Attaway	4/24/2014	 	/s/
    Ira J. Gaines	4/24/2014
	Paul
    Attaway 	Date	 	Ira
    J. Gaines 	Date
	 	 	 	 	 
	/s/
    Christian J. Hoffman, III	4/24/2014	 	/s/
    Tim Louis	4/24/2014
	Christian
    J. Hoffman, III 	 Date	 	Tim
    Louis 	Date








 






    	 



    	 



    

 


EXHIBIT
B


 


ESCROW
AGREEMENT


 




    	 



    	 



    



  


ESCROW
AGREEMENT


 


This
ESCROW AGREEMENT dated as of May 2, 2014 (this “Agreement”) is entered into by and between Aurios Inc., an
Arizona corporation (the “Company”), iPayMobil, Inc., an Arizona corporation (“iPayMobil”)
and Richardson & Patel LLP (the “Escrow Agent”). The foregoing parties are sometimes referred to hereinafter
individually as a “Party” or collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
pursuant to that certain Debt Payment and Stock Issuance Agreement, dated on or about the date hereof (as the same may be amended,
modified or restated in accordance with the terms thereof, the “Debt Payment and Stock Issuance Agreement”),
by and among the Company and iPayMobil, iPayMobil desires to assist the Company in the payment and settlement of its debts and
liabilities and the Company wishes to, inter alia, issue an aggregate of 919,500 shares of the Company’s Common Stock
in exchange for a payment of an aggregate sum of $140,000 in immediately available funds; capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Debt Payment and Stock Issuance Agreement; and


 


WHEREAS,
the Company has requested that the Escrow Agent hold such iPayMobil funds (the “Escrow Funds”) in escrow until
the Closing, except as otherwise set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree
as follows:


 


	1.	TERMS
                                         OF ESCROW



 


1.1Escrow.
The Parties hereby agree to establish a non-interest-bearing escrow account (the “Escrow Account”) with the
Escrow Agent whereby the Escrow Agent shall hold the funds collected from iPayMobil. The Escrow Agent shall have no responsibility
whatsoever with regard to funds that the Escrow Agent does not receive or funds that have not yet cleared. The Escrow Agent shall
have no duty or responsibility to enforce the collection or demand payment of any funds deposited or to be deposited into the
Escrow Account.


 


1.2Delivery
of Escrow Funds. The Company shall instruct iPayMobil to deliver to Escrow Agent the Escrow Funds in the form of a wire transfer
in accordance with this Section 1.2. All Escrow Funds shall be deposited into the Escrow Account. Wire transfers to the Escrow
Agent shall be made as follows:


 




    	1



    	 



    


  


	 	BANK
    NAME: 	COMERICA
    BANK OF CALIFORNIA
	 	 	WESTWOOD
    OFFICE
	 	 	10900
    WILSHIRE BLVD.
	 	 	LOS
    ANGELES, CALIFORNIA 90024
	 	 	PHONE
    NUMBER 800-888-3595
	 	 	 
	 	ABA
    NUMBER: 	121137522
	 	 	 
	 	SWIFT
    CODE: 	MNBDUS33
	 	 	 
	 	ACCT.
    NUMBER: 	1894608122
	 	 	 
	 	BENEFICIARY:
    	RICHARDSON
    & PATEL LLP
	 	 	IOLTA
    LAWYERS TRUST CHECKING
	 	 	 
	 	Re:
    	iPayMobil/Aurios


 


1.3Release
of Funds. On or before April 28, 2014, the Parties agree that the Escrow Agent shall, upon the full execution of the Debt
Payment and Stock Issuance Agreement and the effectuation of all actions and transactions contemplated thereby, disburse the Escrow
Funds in accordance with the payment instructions identified in Schedule 2.13 of the Debt Payment and Stock Issuance Agreement.
For the avoidance of doubt, $70,000 is nonrefundable to iPayMobil because the Company filed its Annual Report on Form 10-K with
the U.S. Securities and Exchange Commission on or before March 31, 2014 (the “10-K Filing”). 


 


		2.	OTHER
                                         TERMS REGARDING THE ESCROW AGENT



 


2.1Escrow
Agent’s Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by
the Escrow Agent to be genuine and to have been signed or presented by the proper Party or Parties. 


 


2.2Liability.
The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent
while acting in good faith and in the absence of gross negligence, fraud and willful misconduct, and any act done or omitted by
the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good
faith, in the absence of gross negligence, fraud and willful misconduct. The Escrow Agent is hereby expressly authorized to disregard
any and all warnings given by any of the Parties hereto or by any other person or corporation, excepting only orders or process
of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case
the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the
Parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled,
set aside, vacated or found to have been entered without jurisdiction. 


 


2.3Resignation.
The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving
written notice to iPayMobil. In the event of any such resignation, iPayMobil shall appoint a successor Escrow Agent, and the Escrow
Agent shall deliver to such successor Escrow Agent any Escrow Funds held by the Escrow Agent.


 




    	2



    	 



    


  


2.4Disputes
as to Escrow Funds. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership
or right of possession of the Escrow Funds, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion
(1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of the Escrow Funds until such
disputes shall have been settled either by mutual written agreement of the Parties concerned by a final order, decree or judgment
of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent
shall be under no duty whatsoever to institute or defend any such proceedings, or (2) to deliver the Escrow Funds to a state or
federal court having competent subject matter jurisdiction and located in the City of Los Angeles, California in accordance with
the applicable procedure therefor.


 


2.5Indemnification.
iPayMobil agrees to indemnify and hold harmless the Escrow Agent and its members, partners, employees, agents and representatives
from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the
Escrow Agent hereunder or the transactions contemplated hereby or by the Debt Payment and Stock Issuance Agreement other than
any such claim, liability, cost or expense to the extent the same shall have been determined by final, un-appealable judgment
of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow Agent.


 


2.6Compensation.
iPayMobil shall be obligated to reimburse Escrow Agent for all costs and expenses incurred or that become due in connection with
this Agreement, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission
of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to be reimbursed
or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation,
termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses prior to any closing, the
Escrow Agent shall advise iPayMobil and iPayMobil shall direct all such amounts to be paid directly at any such closing.


 


2.7Notices.
Notices and correspondence shall be sent to: 


 


	 	If
    to Company: 
	 	 
	 	Aurios
    Inc.
	 	7608
    N. Shadow Mountain Road
	 	Paradise
    Valley, AZ 85253
	 	Attention:
    Paul Attaway
	 	 
	 	If
    to iPayMobil:   
	 	 
	 	iPayMobil,
    Inc.
	 	15941
    N. 77th Street, Suite #4 
	 	Scottsdale,
    AZ 85260
	 	Attention:
    Andrew M. Ling
	 	 
	 	With
    a copy to:   
	 	 
	 	Richardson
    & Patel LLP
	 	1100
    Glendon Avenue, Suite 850
	 	Attention:
    Alan A. Lanis, Jr., Esq.



 



    	3



    	 



    


  


2.8Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted
assigns of the Parties hereto. 


 


2.9Entire
Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained herein
and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties.


 


2.10Waiver;
Amendment. Neither this Agreement nor any provisions hereof shall be amended or waived except by an instrument in writing,
signed by the party against whom enforcement of any such amendment or waiver is sought. Any amendments to the Escrow Agent’s
duties hereunder shall be made in writing signed by all Parties to this Agreement.


 


2.11Severability;
Assignability. Should any portion of this Agreement be rendered void, invalid or unenforceable by a court of law for any reason,
such invalidity or unenforceability shall not void or render invalid or unenforceable any other portion of this Agreement. Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either
the Company without the prior written consent of the other and Escrow Agent.


 


2.12Successors
and Assigns. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.


 


2.13Governing
Law; Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the
internal laws of the State of California to the rights and duties of the Parties. All disputes and controversies arising out of
or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in the City and County
of Los Angeles in the State of California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees
that venue shall lie exclusively with such courts.


 


2.14Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


  


[Signature
Page to the Escrow Agreement Follows]


 




    	4



    	 



    


 


IN
WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement as of the last date written below on this signature page.


 


	AURIOS
    INC.:	 
	 	 	 
	By:	/s/
    Paul Attaway	 
	 	Paul
    Attaway, President and Chief Executive Officer	 
	 	 	 
	IPAYMOBIL,
    INC.:	 
	 	 	 
	By:	/s/
    Andrew M. Ling	 
	 	Andrew
    M. Ling, President and Chief Executive Officer	 
	 	 	 
	ESCROW
    AGENT:	 
	 	 	 
	RICHARDSON
    & PATEL LLP	 
	 	 	 
	By:	/s/
    Nimish Patel	 
	 	Nimish
    Patel, Partner	 


 






    	5



    	 



    

 


EXHIBIT
C


 


iPAYMOBIL
INFORMATION


 


iPayMobil
is an e-commerce B2B mobile payment solution for third-party licensees, such as merchants, internet service providers, payment
service providers and other businesses. Its software is intended to provide a convenient and secure ability to purchase goods
and services online using a mobile device. iPayMobil’s goal is to monetize a unique set of patents in the mobile payment
industry. iPayMobil has an exclusive worldwide license (the “Exclusive License”) with GTX Corporation (“GTX”)
for patents, which cover a payment system for e-commerce using online tokens, or unique digital signatures that provide a designated
monetary denomination, a unique authentication process, customer identification and other attributes associated with an e-commerce
transaction (“GTX Patents”). iPayMobil intends to sublicense its software, and in conjunction, the GTX Patents, to
technology companies in several industries and other companies that require a payment system within their online operating environment.


 


After
the closing of the transaction contemplated in the Agreement, the Company will hold a shareholder meeting to approve the issuance
of its remaining authorized shares to iPayMobil and to increase the number of its authorized shares from 90,000,000 to 200,000,000.
As part of its plan after the closing, iPayMobil shareholders will receive 86,322,000 newly issued shares of the Company’s
common stock and iPayMobil’s assets will be incorporated into the operations of the Company. Such assets will include iPayMobil’s
exclusive license agreement, dated October 30, 2013, for the exclusive rights to the GTX Patents, including the right to purchase
the GTX Patents at a pre-determined price for 48 months for $12.6 million, commencing on such date, and the right to the use of
the iPayMobil software and related intellectual property.


 


The
Company intends to develop software in the mobile payments industry, to sub-license seven patents from GTX to use and develop
iPayMobil’s proprietary software and to sell and market software services nationwide. The seven patents owned by GTX generally
deal with e-commerce, digital content management on the cloud and bridge payment solutions for e-commerce involving Mall Service
Providers. The patents were filed in the early 2000s and received between 2007 and 2010. The patent numbers are United States
Patent numbers 7,676,432; 7,328,189; 7,249,099; 7,177,838; 7,376,621; 6,876,979 and 7,249,060


 







    	 



    	 



    


 





SCHEDULE
2.13


 


	Payee	 	Amount	 
	Quarles
    & Brady, LLP	 	$	30,000.00	 
	P.
    Attaway	 	$	37,675.38	 
	I.
    Gaines	 	$	36,310.12	 
	C.
    Hoffmann	 	$	36,014.50	 
	 	 	$	140,000.00