Exhibit 10.1


 





EQUITY
SALE AND SETTLEMENT AGREEMENT


 


This
EQUITY SALE AND SETTLEMENT AGREEMENT (the “Agreement”) is being executed and delivered this 14th day of November
2014 by and between Horizon Energy Corp. (the “Company”), and Cannon Investments, Inc. (“Cannon”).


 


WHEREAS,
the Company owns 100 shares of Solar N Stuff, Inc. (“SNS” or the “Subsidiary”), a Louisiana corporation
and wholly-owned subsidiary of the Company, constituting 100% of the total issued and outstanding shares of common stock of SNS
(the “Subsidiary’s Shares”);


 


WHEREAS,
on January 21, 2014 the Company executed a promissory note in favor of Cannon in the principal amount of $50,000 (the “January
Cannon Note”). On February 13, 2014, the Company executed a promissory note in favor of Cannon in the principal amount of
$50,000 (the “February Cannon Note”). On March 19, 2014, the Company again executed a promissory note in the principal
amount of $50,000 (the “March Cannon Note”); During 2013, Cannon executed another promissory Note in the principal
amount of $50,250 (the “2013 Note,” together with the January Cannon Note, February Cannon Note, and the March Cannon
Note, the “Cannon Notes”). The Cannon Notes are non-interest bearing. The Company has repaid $50,000 to Cannon and
as a result, the total unpaid amount of the Cannon Notes is $150,250.


 


WHEREAS,
Cannon desires to purchase, and the Company desires to sell, the Subsidiary Shares in exchange for the cancellation of the Cannon
Notes (the “Transaction”).


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby
agree as follows:


 


1.       The
Company hereby sells to Cannon, and Cannon hereby purchases from the Company, the Subsidiary Shares.


 


2.       In
consideration for the purchase of the Subsidiary Shares pursuant to Section 1 above, Cannon is contemporaneously herewith delivering
to the Company for cancellation of the Cannon Notes. The Company and all of its successors in interest, and all its agents, officers,
directors, affiliates, employees, representatives, attorneys, assigns, and/or their successors in interest, shall be forever released
and discharged from any and all claims, causes of action, liabilities, damages, costs or demands of whatever character relating
to the Cannon Notes.


 


3.       Representations
and Warranties of Cannon. Cannon hereby represents and warrants to the Company the following:


 


		i.	Cannon
                                         owns, of record and beneficially, and has good and marketable title to the Cannon Notes,
                                         all of which are free and clear of all liens, charges and encumbrances.



 




    	 



    	 



    

 


		ii.	Upon
                                         the closing of the Transaction, Cannon shall be the sole record owner of the Subsidiary
                                         Shares and Cannon further represents to the Company that the Company shall have no liabilities
                                         (contingent or otherwise) or indebtedness outstanding related to any of the liabilities
                                         of SNS upon the closing of the Transaction and any agreements that SNS have entered into
                                         prior to this Agreement.



 


4.       Cannon
hereby accepts the Subsidiary Shares and agrees to hold the Company harmless from and against any and all liabilities, obligations,
claims, losses, expenses, damages, actions, liens and deficiencies (including reasonable attorneys’ fees) which exist, or
which may be imposed on, incurred by or asserted against the Company due to or arising out of any breach or inaccuracy of any
representation or warranty of Cannon under Section 3 and any claim, obligations, losses, expenses, damages, actions, liens and
deficiencies or liability arising out of the operations of SNS prior to and after the date hereof.


 


5.       In
the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 


6.       This
Agreement contains the entire understanding of the parties with respect to the matters covered herein and therein and, except
as specifically set forth herein, neither the Company nor Cannon makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement.


 


7.       This
Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


  


	 	Horizon
    Energy Corp.
	 	 	 
	 	By:	/s/
Robert Bludorn
	 	 	Robert
    S. Bludorn, Chief Executive Officer
	 	 	 
	 	Cannon
    Investments, Inc.
	 	 
	 	 	/s/ Andre Kravchuk
	 	 	Andre Kravchuk, Director 


 


 


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