Settlement Agreement and Mutual General Release between and among JPX Global, Inc. and Auctus Fund, LLC

Exhibit 10.1

SETTLEMENT AGREEMENT

AND MUTUAL GENERAL RELEASE

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter the "Settlement Agreement" or the "Agreement"), is entered into as of the 8^th day of August, 2017 (hereinafter the "Effective Date"), between and among Auctus Fund, LLC (hereinafter "Auctus" or the "Fund"), a Delaware limited liability company, on the one hand, and JPX Global, Inc. (hereinafter "JPEX" or the "Company"), a Nevada corporation (collectively hereinafter the "Parties"), on the other hand.

WHEREFORE, on or about July 22, 2016, the Company entered into a certain Securities Purchase Agreement (hereinafter the "SPA" or the "Purchase Agreement") and a certain Convertible Promissory Note (hereinafter the "Note") with the Fund;

WHEREFORE, also on or about July 22, 2016, the Company issued an Irrevocable Letter of Instruction to its Transfer Agent, Pacific Stock Transfer Company (hereinafter the "Transfer Agent") for the reservation of a sufficient number of reserve shares of JPEX for conversion by the Fund;

WHEREFORE, the Fund has alleged that the Company failed and refused to allow it to convert all or portions of the debt, as represented by the Note, into shares of common stock of JPEX, causing an Event of Default by the Company under the Purchase Agreement and the Note;

WHEREFORE, the Fund has filed an action in the United States District Court for the District of Massachusetts, styled as Auctus Fund, LLC v. JPX Global, Inc., et al., Dkt. No. 1:17- CV-10851-FDS (D. Mass.)(Saylor, 1)(hereinafter the "Litigation"), alleged, inter alia, breaches of the Purchase Agreement and the Note;

WHEREFORE, the Fund and the Company have determined it to be in their mutual interests to amicably resolve outstanding business matters, including any and all potential disputes, claims, and all matters which have been or could have been alleged by Auctus or, which have been or could have been alleged by the Company;

NOW THEREFORE, as of the Effective Date of this Agreement and in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.       Settlement Purpose. The Parties agree and acknowledge that they understand that this Agreement is entered into solely for the purpose of avoiding the possible future expenses, burdens or distractions of a continuing dispute or litigation. The Parties further agree and acknowledge that the execution of this Settlement Agreement does not constitute an admission by any of the Parties of any liability of any kind or of any wrongdoing by any entity or individual, and the Parties each specifically deny any and all liability or wrongdoing.

2.       Consideration / Default Waiver and Conversion to Company Common Stock.

a)                  In consideration for the release, covenants, terms and conditions of this Settlement Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company and the Fund agree to execute a certain Amendment No. 1 to the Convertible Promissory Note Issued on July 22, 2016 (hereinafter the "Amendment") as to the Note, and as contemporaneously executed herewith, in the form attached hereto as Exhibit A.

b)                  In consideration for the release, covenants, terms and conditions of this Settlement Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company agrees to irrevocably authorize and reserve Nine Hundred - Thirty - Three Million - Three Hundred -Thirty Three Thousand - Three Hundred - Thirty - Four (933,333,334) shares (hereinafter the "Settlement Shares") of the common stock of the Company (hereinafter the "Common Stock") for issuance upon conversion by the Fund of the amounts owed under the Note, in accordance with the terms of the Note (including but not limited to the beneficial ownership limitations contained in the Note), as contemporaneously executed herewith.

c)                  The Company agrees to deliver to the Transfer Agent, an irrevocable letter of instruction (hereinafter the "Irrevocable Letter of Instruction"), in the form attached hereto as Exhibit B, authorizing and instructing the Transfer Agent to reserve, issue and deliver such shares of the Company's Common Stock as contemplated herein, and for the full conversion of such Common Stock, and for the registration and issuance in the names of the registered holder, for the benefit of the Fund, of the securities as submitted for conversion or exercise.

d)                  Upon the Effective Date, the Company shall file and deliver such documents, instruments and/or otherwise to increase the amount of Common Stock in reserve to a sufficient amount to guarantee full availability for the conversion of the full amount of the Settlement Shares by the Fund.

e)                  The Company agrees and acknowledges that the ability of the Fund to convert the outstanding obligations in a timely manner is a material obligation of this Settlement Agreement and agrees to irrevocably authorize and instruct its Transfer Agent and such officers, directors and others to guarantee the availability of sufficient reserve shares of the Common Stock of the Company, of not less than Nine Hundred — Thirty — Three Million — Three Hundred — Thirty Three Thousand — Three Hundred — Thirty — Four (933,333,334) shares, to accommodate, at times relevant hereto, a Conversion Notice from the Fund, and without further action by the Company.

3.       General Release of All Claims by The Company.

a)       As of the Effective Date, JPX Global, Inc., on its own behalf and on behalf of its

predecessors, parents, affiliates, subsidiaries, divisions, successors and assigns, and its respective trustees, officers, directors, agents, representatives, employees, principals, shareholders, heirs, executors, administrators, attorneys, and assigns (collectively the "HEX Releasors"), hereby release Auctus Fund, LLC, Auctus Private Equity Fund, LLC, Alfred Sollami, and Louis Posner, and their respective predecessors, parents, affiliates, subsidiaries, divisions, successors and assigns, and their respective trustees, officers, directors. agents. representatives, employees. principals, shareholders, heirs, executors, administrators, attorneys, and assigns (collectively hereinafter the "Auctus Releasees"), from any and all liability, actions, claims, damages, expenses or costs of whatever nature, including but not limited to compensatory damages, punitive damages, equitable relief and attorneys' fees and costs, related to or arising out of the Purchase Agreement, the Note and/or business relationship between and among the Fund and the Company. The Parties agree that this release of claims is intended to be a broadly construed "General Release" and includes any dispute, action or claim that is known or unknown to the JPEX Releasors, including but not limited to, claims based on a breach of an express or implied contract; breach of the covenant of good faith and fair dealing; any action arising in tort, including, but not limited to, securities fraud, fraud and deceit, negligent misrepresentation, libel, slander, defamation, and/or any other

claims arising from intentional or negligent misconduct; and any and all other claims arising under Chapters 93A, or other Chapters of the Massachusetts General Laws, all as amended, and any other federal, state or local statute, law, or ordinance, concerning the terms and conditions of the Purchase Agreement, the Note and/or the business relationship, the performance under the Purchase Agreement, the Note and/or the business relationship; and any claim arising under common law or by public policy, except claims or proceedings necessary to enforce the provisions of this Agreement and claims that cannot be waived as a matter of law. It is understood and agreed that this Agreement constitutes a full and final release covering all known, unknown, anticipated and unanticipated injuries, debts, claims or damage that the JPEX Releasors have, which have arisen, or which may have arisen, in connection with the Purchase Agreement, the Note and/or the business relationship between the Fund and the Company, as well as those injuries, debts, claims or damages not known or disclosed which have arisen, or may have arisen, from said business dealings, up to the date that the JPEX Releasors sign this Agreement. This waiver and release does not include the Company's rights to enforce this Agreement and any action or claim that cannot be waived as a matter of law.

b)                  The JPEX Releasors further waive any and all rights or benefits that the JPEX Releasors do not know or suspect to exist at the time of its execution of this Agreement which, if known by them, would have materially affected this Settlement with the Fund. The JPEX Releasors agree that this is a complete and final Settlement and specifically affirms their intention to release not only those claims against Auctus which they know about, but also those claims about which they do not know. The JPEX Releasors also stipulate and agree that the consideration provided pursuant to this Agreement is in full and complete satisfaction of any claims, including but not limited to such claims related to or arising out of the Purchase Agreement, the Note, and/or the Company's business relationship with the Fund, through and including the last day of the Effective Date.

c)                  The JPEX Releasors hereby agree to reaffirm this Agreement, and particularly the General Release as set forth in this Section 3, for the benefit of the Auctus Releasees. on the Second Effective Date, as defined in Section 4 of this Agreement below, and for the benefit of the Auctus Releasees.

THE JPEX RELEASORS UNDERSTAND THAT, BY ENTERING INTO THIS AGREEMENT, THEY NO LONGER HAVE THE RIGHT TO ASSERT ANY CLAIM, ARBITRATION OR LAWSUIT OF ANY KIND ATTEMPTING TO RECOVER MONEY OR ANY OTHER RELIEF AGAINST ANY AUCT US RELEASEE FOR ANY CLAIM, INCLUDING BUT NOT LIMITED TO ANY ACTS OR INJURIES RELATED TO OR ARISING OUT OF THE PURCHASE AGREEMENT, THE NOTE AND/OR THE BUSINESS RELATIONSHIP BETWEEN AND AMONG JPEX AND AUCTUS THROUGH THE EFFECTIVE DATE, EXCEPT AS INDICATED IN THE PREVIOUS PARAGRAPH.

d)       The JPEX Releasors, as may be applicable, acknowledges that they have been advised, in writing, to consult with an attorney of their choice prior to signing this Agreement. The JPEX Releasors further acknowledge that they have had the opportunity to consult with an attorney of their choice with respect to all terms and conditions set forth in this Agreement and to have the advice of counsel with respect to their decision to sign and enter into this Agreement. The JPEX Releasors, as may be applicable, acknowledge that the Fund has offered them sufficient time to consider the terms and conditions of this Agreement, to consult with counsel of their choice, and to decide whether to sign and enter into this Agreement.

4.       General Release of All Claims by the Fund.

a)       As of no later than January 1, 2018 and upon the absence, inter alia, of any duties, responsibilities, and obligations of the Company for the benefit of the Fund, and upon the absence, inter alia, of any breach of this Agreement, including the Exhibits hereto, the Purchase Agreement and/or the Note (hereinafter the "Second Effective Date"), Auctus Fund, LLC, on its own behalf and on behalf of its predecessors, parents, affiliates, subsidiaries, divisions, successors and assigns, and its respective trustees, officers, directors, agents, representatives, employees, principals, shareholders, heirs, executors, administrators, attorneys, and assigns (collectively the "Auctus Releasors"), hereby release JPX Global, Inc., and its respective predecessors, parents, affiliates, subsidiaries, divisions, successors and assigns, and their respective trustees, officers, directors, agents, representatives, employees, principals, shareholders, heirs, executors, administrators, attorneys, and assigns (collectively hereinafter the "JPEX Releasees"), from any and all liability, actions, claims, damages, expenses or costs of whatever nature, including but not limited to compensatory damages, punitive damages, equitable relief and attorneys' fees and costs, related to or arising out of the Purchase Agreement, the Note and/or business relationship between and among the Fund and the Company. The Parties agree that this release of claims is intended to be a broadly construed "General Release" and includes any dispute, action or claim that is known or unknown to the Auctus Releasors, including but not limited to, claims based on a breach of an express or implied contract; breach of the covenant of good faith and fair dealing; any action arising in tort, including, but not limited to, securities fraud, fraud and deceit, negligent misrepresentation, libel, slander, defamation, and/or any other claims arising from intentional or negligent misconduct; and any and all other claims arising under Chapters 93A, or other Chapters of the Massachusetts General Laws, all as amended, and any other federal, state or local statute, law, or ordinance, concerning the terms and conditions of the Purchase Agreement, the Note and/or the business relationship, the performance under the Purchase Agreement, the Note and/or the business relationship; and any claim arising under common law or by public policy, except claims or proceedings necessary to enforce the provisions of this Agreement and claims that cannot be waived as a matter of law. It is understood and agreed that this Agreement constitutes a full and final release covering all known, unknown, anticipated and unanticipated injuries, debts, claims or damage that the Auctus Releasors have, which have arisen, or which may have arisen, in connection with the Purchase Agreement, the Note and/or the business relationship between the Fund and the Company, as well as those injuries, debts, claims or damages not known or disclosed which have arisen, or may have arisen, from said business dealings, up to the date that the Auctus Releasors sign this Agreement. This waiver and release does not include the Fund's rights to enforce this Agreement and any action or claim that cannot be waived as a matter of law.

b)               The Auctus Releasors further waive any and all rights or benefits that the Auctus Releasors do not know or suspect to exist at the time of its execution of this Agreement which, if known by them, would have materially affected this Settlement with the Fund. The Auctus Releasors agree that this is a complete and final Settlement and specifically affirms their intention to release not only those claims against JPEX which they know about, but also those claims about which they do not know. The Auctus Releasors also stipulate and agree that the consideration provided pursuant to this Agreement is in full and complete satisfaction of any claims, including but not limited to such claims related to or arising out of the Purchase Agreement, the Note, and/or the Fund's business relationship with the Company, through and including the last day of the Effective Date.

c)                The Auctus Releasors hereby agree to reaffirm this Agreement, and particularly the General Release as set forth in this Section 4, for the benefit of the JPEX Releases, on the Second Effective Date, as defined in Section 4 of this Agreement below, and for the benefit of the JPEX Releases.

THE AUCTUS RELEASORS UNDERSTAND THAT, BY ENTERING INTO THIS AGREEMENT, THEY NO LONGER HAVE THE RIGHT TO ASSERT ANY CLAIM, ARBITRATION OR LAWSUIT OF ANY KIND ATTEMPTING TO RECOVER MONEY OR ANY OTHER RELIEF AGAINST ANY JPEX RELEASEE FOR ANY CLAIM, INCLUDING BUT NOT LIMITED TO ANY ACTS OR INJURIES RELATED TO OR ARISING OUT OF THE PURCHASE AGREEMENT, THE NOTE AND/OR THE BUSINESS RELATIONSHIP BETWEEN AND AMONG AUCTUS AND JPEX THROUGH THE EFFECTIVE DATE, EXCEPT AS INDICATED IN THE PREVIOUS PARAGRAPH.

d)              The Auctus Releasors, as may be applicable, acknowledges that they have been advised, in writing, to consult with an attorney of their choice prior to signing this Agreement. The Auctus Releasors further acknowledge that they have had the opportunity to consult with an attorney of their choice with respect to all terms and conditions set forth in this Agreement and to have the advice of counsel with respect to their decision to sign and enter into this Agreement. The Auctus Releasors, as may be applicable, acknowledge that the Fund has offered them sufficient time to consider the terms and conditions of this Agreement, to consult with counsel of their choice, and to decide whether to sign and enter into this Agreement.

5.                  Dismissal of the Litigation with Prejudice. Within sixty (60) days after the delivery of the Consideration and authorization for the conversion of the Settlement Shares, to the Fund, as set forth in Section 2 above, the Parties, through counsel, will cause a Stipulation of Dismissal with Prejudice, in the form attached hereto as Exhibit C, and with all rights of appeal waived, to he filed in the Litigation with the U.S. District Court for the District of Massachusetts. The Parties covenant and agree that they will instruct their counsel to cooperate in order to accomplish a full and final dismissal of the Litigation with prejudice.

6.                  Covenant Not to Sue. A ^-covenant not to sue" is a legal term which means that a Party promises not to file a lawsuit or other legal claim against the other Party. The Parties promise not to file a lawsuit, arbitration proceeding, administrative proceeding, or any other legal claim against the other Party's Releases. It is different from the Waiver and Release of All Claims contained in the section above. Besides waiving and releasing the claims covered by the Waiver and Release of All Claims, each Party agrees never to sue any of the other Party's Releases in any court, arbitration proceeding, administrative proceeding or otherwise, for any claim released in this Agreement. Notwithstanding this Covenant Not to Sue, either Party may bring a claim against the other Party to enforce this Agreement, and may bring any other claim that cannot legally be waived.

7.               Nondisparagement. Each Party on his/her/its own behalf and on behalf of their predecessors, parents, affiliates, subsidiaries, divisions, successors and assigns, and its respective trustees, officers, directors, agents, representatives, employees, principals, shareholders, heirs, executors, administrators, attorneys, and assigns agrees to refrain from disseminating, uttering or publishing (including, but not limited to, written, oral, or electronic publication) any disparaging, derogatory or negative statements, comments or remarks concerning the other Party. Each Party agrees to instruct its officers, staff and administrative personnel to refrain from uttering or publishing (including, but not limited to, written, oral, or electronic publication) any disparaging, derogatory or negative statements, comments, or remarks concerning the other Party.

8.               Escrow / Agreement for Judgment. a) As security for its performance under the provisions of this Agreement, the Fund shall hold through its designated agent, Philip M. Giordano, Esq. as escrow agent (the "Escrow Agent"), a Complaint and Agreement for Judgment, in the forms attached hereto as Exhibits D and E (the "Escrowed Documents"). Upon an event of default or breach of this Agreement, the Fund shall be authorized to immediately release the Exhibits from escrow and file the Complaint and the Agreement for Judgment in the U.S. District Court for the District of Massachusetts. By this Agreement, the Company hereby designates John D. Thomas, Esq. (hereinafter "Registered Agent"), of the Law Offices of John D. Thomas, 11650 South State Street, Suite 240, Draper, Utah 84020, or at such address as the Registered Agent may, from time to time, establish, as its authorized agent for service of process of the Summons, Complaint, Agreement for Judgment and other such related filings thereto. Upon a claim of a breach, the Fund shall deliver a notice to the Escrow Agent of the event causing the alleged breach, with a copy (electronic, email, fax, or otherwise) to the Registered Agent. JPEX shall have five (5) business days to deliver its response notice to the Escrow Agent regarding such breach. A failure to timely respond by JPEX shall be deemed a waiver. The Escrow Agent may reasonably rely, in good faith, on such notices or may seek the court's determination of the existence of a breach.

b)       The Escrow Agent acts hereunder as a depositary only, is not taking title to the Escrowed Documents and is not responsible or liable in any manner whatsoever for any aspect of the management, maintenance or care of the Escrowed Documents. The Escrow Agent shall not be liable for acting upon any written notice, request, waiver, consent, receipt or other instrument or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. It is understood and agreed that the duties of the Escrow Agent hereunder are purely ministerial in nature and that he shall not be liable for any error of judgment, fact or law, or any act done or omitted to be done. The Escrow Agent's determination as to whether an event or condition has occurred, or been met or satisfied, or as to whether a provision of this Agreement has been complied with, or as to whether sufficient evidence of the event or condition or compliance with the provision has been furnished to it, shall be final and binding on the parties hereto and shall not subject the Escrow Agent to any claim, liability or obligation whatsoever, even if it shall be found that such determination was improper and incorrect. If, at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to the Escrow Documents, he shall be permitted to withhold action pending a determination by an arbitration panel or Court of his obligations. The Escrow Agent may resign at any time for any reason upon written notice given to the Parties of not less than ten (10) calendar days prior to its effectiveness. The Parties agree to indemnify and hold harmless the Escrow Agent for any act, taken in good faith. Nothing in this Agreement or in any Settlement Document precludes the Escrow Agent from representing, or continuing to represent, as counsel to Auctus, and JPEX expressly waives, directly and indirectly, any conflict of interest, actual or apparent, by the Escrow Agent acting in his capacity as counsel to Auctus. The Escrow Agent shall be under no obligation to institute or defend any actions, suits or legal proceedings in connection herewith or take any other action likely to involve him in expense unless first indemnified to his reasonable satisfaction.

9.       Voluntary and Knowing Agreement. Each Party hereby warrants and represents that:

·              It is competent, as a matter of law, to enter into this Agreement;

·              The signatories have been authorized, as necessary, to execute this Agreement;

10.              No Admission of Liability. It is agreed and understood that, by entering into this Agreement, there is no admission of liability or wrongdoing by any Party whatsoever. This Agreement arises solely from the Parties' desire to resolve expeditiously the Purchase Agreement, the Note, and/or the business relationship between and among Auctus and JPEX, on mutually beneficial terms and conditions, and to avoid any disputes or costs related thereto. The existence and execution of this Agreement shall not be considered, and shall not be admissible, in any proceeding as an admission by either Party.

11.              Termination of the Purchase Agreement, and Satisfaction of the Note. The Parties agree that. by no later than the Second Effective Date and upon the conversion of the entirety of the amount of the Settlement Shares, as provided herein, each Party agrees and acknowledges that the Purchase Agreement and the Note are, and shall be, immediately terminated, and shall have no further force and effect. Notwithstanding anything to the contrary contained in this Settlement Agreement, if the Company breaches any of the provisions contained in this Settlement Agreement, then the Fund, in the Fund's sole discretion, may terminate this Settlement Agreement (with the understanding that the Settlement Agreement shall have no further force and effect if terminated).

12.            Costs and Attorneys' Fees. The Company understands and agrees that it will be solely responsible for all attorneys' fees and expenses incurred by the Fund with respect to the Litigation or otherwise pertaining to any and all matters related hereto. The Fund understands and acknowledges that the Settlement Shares. as converted by the Fund pursuant to this Agreement, the Purchase Agreement and the Note are hereby deemed to include, but not be limited to, the attorneys' fees and costs of the Fund with respect to the Litigation and any and all matters related thereto.

13.            Governing Law/Forum. This Agreement shall be construed in accordance with the laws, including the law of conflicts, of the State of Nevada, without reference to its conflicts/choice of law rules, and, where applicable, under federal law. Any controversy which may arise between the Parties relating to this Agreement, its enforcement or otherwise shall be brought in the federal or state courts, sitting in Boston, Suffolk County, Commonwealth of Massachusetts. The prevailing Party shall have the right, under this Agreement, to collect costs and/or reasonable attorneys' fees.

14.           Entire Agreement. This Agreement constitutes the complete understanding between and among JPEX and Auctus and supersedes all prior agreements and understandings, oral or written, between the Parties hereto, including but not limited to the Purchase Agreement and the Note. No other promises or agreements, either express or implied, shall be binding unless in writing and signed by the Parties after the execution of this Agreement.

15.           Severability. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal, invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. Upon any finding by a court of competent jurisdiction that any of the waivers or releases contained in this Agreement are illegal, invalid or unenforceable, the Parties agree, at the other Party's request, to execute promptly a waiver and release of comparable scope that is legal and enforceable.

16.           No Waiver. The failure of any of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

17.           Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by overnight delivery carrier of national reputation, sent by facsimile transmission (and immediately after transmission receipt of which has been confirmed by telephone by the sender) or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, sent by overnight delivery, or sent by facsimile transmission (and immediately after transmission receipt of which has been confirmed by telephone by the sender) or, if mailed, when confirmation of receipt has been received, as follows:

(I)       If to Auctus to:

Auctus Fund, LLC

101 Arch Street, Suite 2010 Boston, Massachusetts 02110 Attn: Alfred Sollami, Manager

With copies to:

Philip M. Giordano, Esq.

Giordano & Company, P.C.

REED & GIORDANO, P.A.

47 Winter Street, Suite 800

Boston, Massachusetts 02108-4774

(ii)       If to the Company:

JPX Global, Inc.

Ann: Chene C. Gardner, Chief Executive Officer 11650 South State Street, Suite 240

Draper, Utah 84020

With copies to:

John D. Thomas, Esq.

Law Offices of John D. Thomas 11650 South State Street, Suite 240 Draper, Utah 84020

Any Party may, by notice given in accordance with this paragraph to the other Party, designate another address or person for receipt of notices hereunder.

18.              Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but which together shall constitute one Agreement.

19.              Amendment. This Agreement may not be amended orally, but may only be amended by a written instrument signed by both Parties.

REMAINDER OF THIS PAGE INTENTIONAL LEFT BLANK

THE FUND AND THE COMPANY ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement under as a sealed instrument, as of August 4, 2017.