MAX-D HD Enters Term Sheet to Sell Audio Technology to New Developer

SAN DIEGO, CA--(Marketwired - April 21, 2016) - Max Sound Corporation (OTCQB: MAXD), the innovators of MAX-D, the disruptive HD Audio Technology, announced today it entered into a Term Sheet with Imperalis Holdings (OTC PINK: IMHC) for Imperalis' acquisition of certain MAXD HD Audio Technology IP component assets.

The Deal: The purchase price to be paid to MAX-D shall be 48,000,000 shares; the shares will be restricted shares of common stock, restricted for one year, to be issued upon closing. Within 30 days of the final verification of certain assets, MAX-D shall declare a special dividend payable to its shareholders in accordance with applicable corporate law consisting of the purchase shares.

Under the Terms of the fully executed Term Sheet, the purchaser shall acquire (with certain exceptions) all right, title and interest in and to the MAX-D Audio Technology's Intellectual Property including all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools relating thereto or to the development, support or maintenance thereof and all copyrights, patent rights, trade secret rights, trademark rights, mask works rights and all other intellectual and industrial property rights of any sort incorporated or embodied in, used to develop, or related to any of the foregoing, as well as all license agreements or other contract rights related thereto including the Hexagon License Agreement with Qualcomm (the "Assets"). The deal will exclude the MAX-D brand (and related websites and trademarks), iOS and Android MAX-D consumer applications, the consumer database and highly anticipated retail stick drive product retained by MAX-D. MAX-D will also retain certain percentages of existing sales in year one and two.

The anticipated closing date for the signing of the definitive agreement shall be on or before May 31, 2016.

"As I stated in my January 2016 update; my goal has always been to make MAX-D a household name. This sale will be beneficial to the MAX-D shareholders and will bring new strategic development to the technology. I believe this is the right move for us, and our shareholders, to achieve this very goal. In complement to this exciting move for the HD Audio Technology, Max Sound Corporation (Stock Symbol: MAXD) will continue to operate as usual, bringing innovative technologies to the market, as well as continuing our fight to uphold the Optimized Data Transmission license that was granted to Max Sound by VSL," said John Blaisure - CEO of Max Sound Corporation.

About Max Sound Corporation: As creators of acclaimed MAX-D HD Audio, Max Sound can provide a better solution for Audio, Video and Data transmissions. Max Sound Corporation is the company that brings forth technologies for the betterment of our world, including VSL's Optimized Data Transmission Technology. Max Sound®, MAXD® and MAX-D Audio Perfected® are registered trademarks. All other trademarks are the property of their respective owners. To learn more about the MAX-D Technology, please visit http://maxd.audio. 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Statements in this press release which are not purely historical, including statements regarding Max Sound's intentions, beliefs, expectations, representations, projections, plans or strategies regarding the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks associated with the effect of changing economic conditions, trends in the products markets, variations in the company's cash flow or adequacy of capital resources, market acceptance risks, technical development risks, and other risk factors. The company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Max Sound disclaims any obligation and does not undertake to update or revise any forward-looking statements in this press release. Expanded and historical information is made available to the public by Max Sound Corporation and its Affiliates on its website http://maxd.audio or at http://www.sec.gov.