Exhibit 10.1


 


AMENDED AND RESTATED


SETTLEMENT AGREEMENT AND MUTUAL RELEASE


 


THIS AMENDED AND
RESTATED SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into as of September 30,
2019 (the “Effective Date”), by and Genufood Energy Enzymes Corp., a Nevada corporation (the “Company”)
and Jui Pin Lin (also known as John Lin) (“Lin”). The Company and Lin are sometimes referred to herein individually
as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the
Company, Lin and certain affiliates of the Company entered into that certain Agreement dated as of April 18, 2017 (the “2017
Agreement”), which provided, among other things, for (i) the resignation of the then-incumbent directors and officers of
the Company (collectively, “Prior Management”); (ii) the investment by Lin of an aggregate $300,000 in the form of
the purchase of 300,000,000 shares of the Company’s common stock (the “Lin Shares”) at a price per share of $0.001;
and (iii) the agreement by Lin to serve as a director of the Company and the Company’s President, Chief Executive Officer,
Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer; and


 


WHEREAS, during
the period February to November 2017, which period includes the period during which the 2017 Agreement was negotiated, drafted,
executed and delivered, the Company, under Prior Management, began a private offering of units of the Company’s common stock
and attached stock purchase warrants, at a price per unit of $0.0001 (the “2017 Private Offering”), or one-tenth the
price per share paid by Lin for the Lin Shares pursuant to the 2017 Agreement; and


 


WHEREAS, in
the 2017 Private Offering, the Company sold an aggregate 1,063,570,000 shares of its common stock to seven persons, with gross
proceeds in the amount of $106,357; and


 


WHEREAS, it
was and remains the position of Lin that he was not informed by Prior Management at the time of negotiating, drafting and entering
into the 2017 Agreement of the vast difference between the price per share of the Company’s common stock being sold in the
2017 Private Offering and the price per share of the Company’s common stock being sold to Lin pursuant to the 2017 Agreement;
and


 


WHEREAS, the
2017 Agreement did not disclose the existence or the terms of the 2017 Private Offering; and


 


WHEREAS, it
was and remains the position of Lin that the existence and terms of the 2017 Private Offering was material information which he
should have been provided at the time of the negotiation and drafting, and prior to the execution, of the 2017 Agreement; and


 


WHEREAS, it
was and remains the position of Lin that he should have been offered to purchase the Lin Shares pursuant to the 2017 Agreement
at the same price per share as in the 2017 Private Offering, which would have equaled 3,000,000,000 shares for his $300,000 investment
(the “Dispute”); and


 


WHEREAS, Lin
brought the Dispute to the attention of the Company’s newly-elected directors during the spring and summer of 2017; and


 






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WHEREAS, because
of the then-recent turnover of the Company’s management and its Board of Directors, certain misinformation provided to the
newly-elected directors by Prior Management and Prior Management’s failure to turn over the complete corporate records to
the newly-elected directors, the newly-elected directors were uncertain as to the basis for, and validity of, Lin’s claim
during the spring and summer of 2017; and


 


WHEREAS, with
the passage of time, upon careful review of such of the corporate records that now exist in the hands of the Company’s current
directors and officers, further due diligence, and in consultation with the Company’s professional advisors, the Company’s
current directors and officers have come to understand the basis for Lin’s claim; and


 


WHEREAS, the
Parties now wish to resolve the Dispute, including any and all claims relating or allegedly relating thereto, pursuant to which
the Company recognizes that, for fairness and equity, Lin should have been issued shares of the Company’s common stock under
the 2017 Agreement on the same price per share basis as in the 2017 Offering; and


 


WHEREAS, the
Company presently does not have a sufficient number of authorized and unissued shares of its common stock to issue all such shares
of the Company’s common stock to Lin at one time;


 


WHEREAS, the
Parties further desire to and do intend to discharge each other from any and all liability with reference to the 2017 Agreement
and the Dispute on the terms and subject to the conditions and provisions of this Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Parties hereto hereby agree as follows:


 


1. Incorporation
of Recitals. The recitals of this Agreement specified above are expressly incorporated herein and made a part of this Agreement.


 


2. No Admission
of Liability. In entering this Agreement, neither the Company nor Lin is admitting to the validity of any claims, allegations,
assertions, contentions or positions of the other Party, including without limitation the Dispute, nor the validity of the defenses
to any such claims, allegations, assertions, contentions or positions.


 


3. Consideration.
In consideration of the terms, conditions, representations, covenants and other provisions of this Agreement, the Parties agree
as follows:


 


(a) The Company shall
cause to be issued to Lin an additional 2,700,000,000 shares of the Company’s common stock (the “Settlement Shares”),
in addition to the 300,000,000 shares of the Company’s common stock previously issued to Lin pursuant to the 2017 Agreement,
in full, complete and final satisfaction of the Dispute. The Company shall bear all costs related to the issuance of the Settlement
Shares and shall take all such necessary and further action to effect the issuance of the Settlement Shares to Lin. The 2,700,000,000
Settlement Shares shall be issued as follows:


 


		(i)	1,800,000,000 shares issued as promptly as commercially
reasonable following the full execution and delivery of this Agreement by both Parties, the Parties acknowledging that at this
time the Company does not have a sufficient number of authorized and unissued shares of its common stock to issue all the Settlement
Shares; and



 






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		(ii)	900,000,000 shares issued at such time as the Company may
lawfully issue such shares, whether as a result of amending its Articles of Incorporation to increase the authorized number of
shares of its common stock, a reverse split of its common stock, or another recapitalization transaction;



 


(b) The Company shall use commercially
reasonable efforts to have its transfer agent reflect the issuance of the Settlement Shares provided for in Section 3(a) on the
stock ledger of the Company; and


 


(c) The Parties shall each fully and finally
release each other and the Company with respect to all matters contemplated by this Agreement.


 


4. Mutual Release
of All Claims


 


(a) The Company and
Lin, and each of them, on behalf of themselves and their respective directors, officers, employees, agents, affiliates, representatives,
attorneys, joint venturers, predecessors, heirs, successors and assigns, hereby irrevocably and forever release, acquit, discharge
the other Party and its respective directors, officers, employees, agents, affiliates, representatives, attorneys, joint venturers,
predecessors, heirs, successors and assigns from any and all claims, charges, complaints, injuries, liabilities, obligations, losses,
debts, suits, demands, grievances, costs, expenses (including, but not limited to, attorneys’ fees, receiver fees, accountant
fees, and other professional and expert fees), rights, actions and causes of action, of any nature or manner whatsoever, known
and unknown, suspected and unsuspected, contingent or fixed, liquidated or unliquidated, past, present or future, including, but
not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair
dealing, express or implied, any tort, or any federal, state or governmental statute, regulation, law or ordinance from the beginning
of time to the date of execution of this Agreement, which such parties may have against each other arising out of or related to
the Dispute.


 


(b) It is understood
that there is a risk that, subsequent to the execution and delivery of this Agreement, losses, damages or injuries might be incurred
which are unknown or unanticipated, for whatever reason, at the time of the execution and delivery of this Agreement. It is nonetheless
specifically agreed that the releases specified in this Agreement are fully and completely effective regardless of any present
lack of knowledge on the part of any Party as to any claims, charges, complaints, liabilities, obligations, debts, suits, demands,
grievances, losses, damages, injuries, costs, expenses, rights, actions or causes of action, or as to any possible fact or circumstance
relating in any manner to the matters for which the releases specified in this Agreement are made. The Company and Lin voluntarily,
intentionally and expressly each waive the benefits and provisions of Section 1542 of the Civil Code of the State of California,
and any similar law of any state or territory of the United States of America or any other jurisdiction. Specifically, Section
1542 specifies as follows:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 






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5. Representations
and Warranties of the Company.


 


The Company represents
and warrants to Lin as follows:


 


(a) It has the sole
right and authority to execute this Agreement on behalf of itself, and the person executing this Agreement in a representative
capacity on behalf of the Company has been duly authorized and has the authority to do so.


 


(b) When executed and
delivered, this Agreement will be a valid and binding obligation of the Company, enforceable against it in accordance with its
terms, except as the same may be limited by the laws of bankruptcy or insolvency.


 


(c) It has made such
investigation of the facts pertaining to the subject matter of this Agreement, and other matters contained in, referenced in, or
relating to, this Agreement, as it deems necessary or desirable in its sole and absolute discretion.


 


6. Representations
and Warranties of Lin.


 


Lin represents and
warrants to the Company as follows:


 


(a) Lin has the sole and exclusive right,
authority and legal capacity to execute this Agreement on his behalf.


 


(b) When executed and
delivered, this Agreement will be a valid and binding obligation of his, enforceable against him accordance with its terms, except
as the same may be limited by the laws of bankruptcy or insolvency.


 


(c) Lin understands
and acknowledges that an investment in the Company is highly risky. By settling the Dispute for the Settlement Shares, Lin understands
that he may lose his entire investment. Lin has made such investigation of the facts pertaining to the subject matter of this Agreement,
and other matters contained in, referenced in, or relating to, this Agreement, as he deems necessary or desirable in his sole and
absolute discretion. Such investigation includes without limitation the opportunity to ask questions of, and receive answers from,
the Company regarding its business and operations, subject to the right of the Company to require Lin to execute a non-disclosure
agreement in connection with, and prior to, the receipt of any material non-public information.


 


(d) Lin has at all
times since their issuance, been the record and beneficial owner of the Lin Shares; he has not sold, transferred, pledged, hypothecated
or otherwise disposed of, any of the Lin Shares, nor granted an interest in or to any of the Lin Shares, including without limitation
a right for any person to acquire, option or issue a call on any of the Lin Shares.


 


(e) Lin owns the Lin Shares free
and clear of any liens, claims or other encumbrances.


 


(f) Lin is, and at
all times since the issuance of the Lin Shares has been, a citizen of the Republic of China and a resident of the Republic of China.
A copy of Lin’s national identity card, passport or other government-issued document confirming his residence will be provided
by Lin contemporaneously with the execution of this Agreement and the receipt of such documentation is an express condition to
the obligation of the Company to issue or cause to be issued the Settlement Shares to Lin.


 


(g) Lin, either alone
or together with his advisors, has such knowledge and understanding of financial matters that he is capable of evaluating the transactions
contemplated by this Agreement, including without limitation the issuance of the Settlement Shares in full, complete and final
resolution of the Dispute and the investment in the Company that such issuance represents.


 






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(h)
Lin understands and acknowledges that the Settlement Shares are “restricted securities” under the Securities Act of
1933, as amended, and the Settlement Shares may be sold, transferred, pledged, hypothecated or otherwise disposed of only in compliance
with U.S. Federal and applicable state and laws. In connection with any transfer of securities other than pursuant to an effective
registration statement, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected
by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such sale, transfer, pledge hypothecation or other disposition does not require registration
of such securities under the Securities Act of 1933, as amended. As a condition of any such transfer, any such transferee shall
agree in writing to be bound by the terms of this Section 6(h). 


 


(i) In furtherance
of Section 6(h), Lin further understands and acknowledges that the stock certificates evidencing the Settlement Shares shall bear
a restrictive legend substantially as follows:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”


 


(j) Lin understands
and acknowledges that upon the issuance of the Settlement Shares, he will be considered an “affiliate” of the Company.
In connection with his percentage ownership of the Company’s common stock, Lin will be subject to certain individual reporting
obligations to the Securities and Exchange Commission (the “SEC”), including without limitation the requirement to
(i) file a Schedule 13D or Schedule 13G pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); (ii) make an initial filing on Form 3 pursuant to Section 16 under the Exchange Act; and (iii) refrain from trading
in violation of the “short swing” trading prohibition pursuant to Section 16 of the Exchange Act. Lin understands that
it his sole responsibility to obtain and pay for proper advice, and pay any costs, including legal costs, directly or indirectly
associated with his ownership of the Company’s common stock, his status as an “affiliate” of the Company and/or
his initial and periodic reporting obligations required as a result thereof.


 


7. Each Party to
Pay Its Own Costs. With the exception of costs payable to the Company’s transfer agent in connection with the issuance
of the Settlement Shares, which costs the Company shall be solely responsible for paying, each Party to this Agreement shall bear
and pay that Party’s own costs, attorneys’ fees incurred with respect to all matters pertaining to this Agreement and
the transactions contemplated hereby, including without limitation the Dispute, and any costs, expenses and attorneys’ or
other professional fees incurred with respect to the negotiation, drafting execution and delivery of this Agreement.


 






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8. Enforcement.
In the event any Party shall institute any action or proceeding to enforce any provision of this Agreement or seek relief from
any violation of this Agreement, or to otherwise obtain any judgment or order relating to or arising from the subject matter of
this Agreement, the prevailing Party shall be entitled to receive its reasonable attorneys’ fees and costs incurred to prosecute
or defend such action or proceeding. For purposes of this Agreement, in any action or proceeding instituted by a Party, the prevailing
Party shall be that Party in any such action or proceeding (i) in whose favor a judgment is entered, or (ii) prior to trial, hearing
or judgment, any other Party shall pay all or any portion of amounts claimed by the Party seeking payment, or such other Party
shall eliminate the condition, cease the act, or otherwise cure the act of commission or omission claimed to be violative of this
Agreement by the Party initiating such action or proceeding.


 


9. Representation
by Counsel. Each Party understands completely and fully the terms, conditions and consequences of this Agreement and the transactions
contemplated hereby. Each Party represents, warrants and covenants that such Party executes and delivers this Agreement of its
own free will and under no threat, menace, coercion or duress, whether economic, physical or otherwise. Moreover, each Party represents,
warrants and covenants that such Party executes this Agreement acting on its own independent judgment and upon the advice of such
Party’s counsel, if a Party wishes to avail itself of counsel at his own expense, without any representation, express or
implied, of any kind from the other Party, except as expressly provided in this Agreement.


 


10. Survival of
Covenants, Representations and Warranties. All covenants, representations and warranties made by each Party to this Agreement
shall be deemed made for the purpose of inducing the other Party to enter into and execute this Agreement. The representations,
warranties and covenants of one Party specified in this Agreement shall survive any investigation by the other Party, whether before
or after the execution and delivery of this Agreement. The covenants, representations and warranties of the Parties are made only
to and for the benefit of each other and shall not create or vest rights in any other persons.


 


11. Successors and
Assigns. This Agreement shall inure to the benefit of the undersigned Parties and their respective representatives, successors
and assigns. Whenever, in this Agreement, a reference to any Party is made, such reference shall be deemed to include a reference
to the representatives, successors and assigns of such Party.


 


12. Entire Agreement.
This Agreement is the final written expression and the complete and exclusive statement of all the terms, conditions, promises,
representations, warranties, covenants and agreements between the Parties with respect to the subject matter of this Agreement,
and this Agreement supersedes all prior or contemporaneous negotiations, discussions, representations, warranties, covenants, agreements
and understandings by and between the Parties, their respective representatives and agents, and any other person with respect to
the subject matter specified in this Agreement and the transactions contemplated herein. This Agreement may be amended only by
an instrument in writing, which expressly refers to this Agreement and specifically states that such instrument is intended to
amend this Agreement, signed by each of the Parties.


 


13. Severability.
In the event any part of this Agreement, for any reason, is determined to be invalid, such determination shall not affect the validity
of any remaining portions of this Agreement, which remaining portions shall remain in complete force and effect as if this Agreement
had been executed with the invalid portion(s) of this Agreement eliminated. It is hereby declared the intention of the Parties
that the Parties would have executed the remaining portions of this Agreement without including any such portion(s) which, for
any reason, hereafter may be determined to be invalid.


 






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14. Captions and
Interpretation. Captions of the sections of this Agreement are for convenience and reference only, and the words contained
in those captions shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of
the terms, conditions and provisions of this Agreement. The language and all parts to this Agreement, in all cases, shall be construed
in accordance with the fair meaning of that language and those parts and as if that language and those parts were prepared by all
Parties and not strictly by, for or against any Party. Each Party and counsel for such Party has reviewed this Agreement. The rule
of construction, which requires a court to resolve any ambiguities against the drafting Party, shall not apply in interpreting
the provisions of this Agreement. Notwithstanding the foregoing, this Agreement shall at all times be interpreted to provide the
maximum benefit and protection to the Company.


 


15. Further Assurances.
Each Party shall take any and all action necessary, appropriate or advisable to execute and discharge such Party’s responsibilities
and obligations created by the provisions of this Agreement and to further effectuate, perform, discharge, consummate and carry
out the intents and purposes of this Agreement and the transactions contemplated by the provisions of this Agreement.


 


16. Number and Gender.
Whenever the singular number is used in this Agreement, and when required by the context, the same shall include the plural, and
vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa; and the word “person”
shall include individual, company, sole proprietorship, corporation, joint venture, association, joint stock company, fraternal
order, cooperative, league, club, society, organization, trust, estate, governmental agency, political subdivision or authority,
firm, municipality, congregation, partnership or other form of entity.


 


17. Reservation
of Rights. The failure of any Party at any time hereafter to require strict performance by any other Party of any of the terms,
conditions, representations, warranties, covenants and agreements specified in this Agreement shall not waive, affect or diminish
any right of the Party failing to require strict performance to demand strict compliance and performance therewith and with respect
to any of the terms, conditions, representations, warranties, covenants and agreements specified in this Agreement, and any waiver
of any default shall not waive or affect any other default, whether prior or subsequent thereto, and whether the same or of a different
type. None of the terms, conditions, representations, warranties, covenants and agreements specified in this Agreement shall be
deemed to have been waived by any act or knowledge of any Party, and any such waiver shall be made only by an instrument in writing,
signed by the waiving Party and directed to the non-waiving Party specifying such waiver. Each Party reserves such Party’s
rights to insist upon strict compliance with the terms and conditions of this Agreement at all times.


 


18. Choice of Law
and Consent to Jurisdiction. This Agreement and all questions concerning the validity, interpretation or performance of any
of the terms, conditions and provisions of this Agreement or of any of the rights or obligations of the Parties, shall be governed
by, and resolved in accordance with, the laws of the State of Nevada without regard to conflicts of law principles. Any and all
actions or proceedings, at law or in equity, to enforce or interpret the provisions of this Agreement shall be litigated exclusively
in courts having situs within the jurisdiction of Clark County, Nevada.


 


19. Counterpart
Signatures. The signatures of the Parties may be affixed to one copy or to counterpart copies of this Agreement and when all
such copies are received, and signed by all the Parties, those copies shall constitute one agreement which is not otherwise separable
or divisible. For purposes of executing this Agreement, an electronic and/or scanned signature shall have the force and effect
of a manual signature.


 


20. Consent to Agreement.
By executing this Agreement, each Party, for himself, herself and itself represents such Party has read or caused to be read this
Agreement in all particulars, and consents to the rights, conditions, duties and responsibilities imposed upon such Party as specified
in this Agreement.


 






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21. Confidentiality.
Neither Party shall issue or make any oral or written statement to the press, or to any form of public media, or to any third party
which relates in any manner to the Dispute which is the subject of this Agreement or the existence of or terms of this Agreement,
nor shall they discuss or disclose with any third party, in any manner whatsoever, the facts or allegations giving rise to the
Dispute, this Agreement, or the terms and conditions of this Agreement, except to the extent that such disclosure is legally compelled,
made in response to regulatory inquiry, or to the extent that such disclosure is reasonably required by their tax advisors, accountants
and attorneys, who shall be obligated by the respective Party to treat such information confidentially in a manner similar to the
manner provided herein. It is expressly understood and acknowledged by Lin that the Company shall be required to make certain disclosures
regarding the Dispute, this Agreement and the Settlement Shares, to the SEC, and none of such disclosures shall be deemed a violation
of this Section 21.


 


22. English Language
Version Governs. This official version of this Agreement is this English language version. Any translation of this Agreement
into Chinese is done as an accommodation only and shall not be considered the official version of this Agreement for any purpose,
including without limitation, for purposes of interpretation and/or enforcement. In the event of any conflict between the English
language version of this Agreement and any Chinese version of this Agreement, the English language version of this Agreement shall
govern.


 


IN WITNESS THEREOF, each of the undersigned
Parties has executed this Agreement as of the Effective Date.


 


	 	GENUFOOD ENERGY ENZYMES CORP. 
	 	 	 
	 	By	/s/ Kuang Ming Tsai 2019-10-18
	 	 	Kuang Ming (James) Tsai
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	/s/ Jui Pin Lin 2019-10-18
	 	Jui Pin (John) Lin


 




 


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