EXHIBIT
10.1


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This
Settlement Agreement and Mutual Release (“Settlement Agreement”) is entered into as of the 26th day of February, 2021,
by and between CEMTREX, INC., a Delaware Corporation (“Cemtrex”), and ARON GOVIL (“Govil”). Cemtrex and
Govil may be individually referred to herein as “Party” and may be collectively referred to herein as “Parties.”


 


Recitals


 


A.       Govil
was previously an officer and director of Cemtrex. That relationship ultimately ended with Govil’s resignation, but various
disputes have arisen between the Parties related to, among other things, a series of transactions in 2017 and 2018 where funds
were transferred from the Cemtrex’s bank account to the account of First Commercial Capital, Inc., a Delaware corporation
and entity that is controlled by Govil, who currently remains as the shareholder with voting control over Cemtrex.


 


B.
       The total amount of disputed transfers was approximately $7,100,000 and occurred during
2017 and 2018. The disputed transfers to First Commercial occurred in fiscal year 2017 in the amount of $5,600,000 and in fiscal
year 2018 in the amount of $1,500,000. Cemtrex did not find any other such transfers during this period or after that after looking
at all its bank statements. These disputed transfers give rise to claims against Govil (the “Dispute”).


 


C.       The
Parties now desire to resolve the above-referenced Dispute, without the expenditure of time or the expense of contested litigation,
as more fully set forth below. For these reasons, they have entered into this Settlement Agreement which is intended to fully
and finally resolve all controversies between and among the Parties, including but not limited to the Dispute.


 


THEREFORE,
in consideration of the promises and covenants herein contained, and for other valuable consideration received, the sufficiency
of which is hereby acknowledged, it is mutually agreed, by and between the Parties hereto, and each of them, as follows:


 


1.       Settlement
Terms: Within 10 business days of this Settlement Agreement, Govil agrees to pay to Cemtrex the total amount of Seven Million
One Hundred Thousand United States Dollars ($7,100,0000) (the “Settlement Amount”) as full and complete settlement
of the above referenced Dispute. The Settlement Amount shall be paid as follows:


 


(a)
Govil shall transfer to Cemtrex the securities Govil or entities controlled by Govil own in Cemtrex, including 1,000,000 shares
of Series A Preferred Stock, 50,000 shares of Series C Preferred Stock, 469,949 shares of Series 1 Preferred Stock, and forfeit
all options to purchase shares of commons stock (collectively, the “Securities”). The Securities being surrendered
by Govil to Cemtrex are collectively valued at the amount of $5,566,720.


 


(b)
The balance of $ 1,533,280 shall be paid to Cemtrex by Govil issuing to Cemtrex a secured promissory note in the form and substance
attached hereto as Exhibit “A.”


 


2.       Representations
and Warranties: Govil represents and warrants to Cemtrex that it is the record and beneficial owner of the Securities free
and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another and has the absolute right to
settle the Securities with Cemtrex as provided in this Agreement without the consent of any other person or entity. Govil also
has the authority to issue the secured promissory note to Cemtrex, and Govil is the owner of the collateral that the note secures,
and the note is enforceable against Govil according to its terms.




    	 



    	 



    

 


EXHIBIT
10.1


 


3.       Releases.


 


(a)       Govil,
on behalf of himself and his agents, heirs, representatives, successors and assigns, agrees to fully release, acquit and forever
discharge Cemtrex, its subsidiaries, and their respective officers, directors, agents, employees, attorneys, owners, members,
affiliates, predecessors, successors and assigns and all past, present and future officers, directors, agents, employees, attorneys,
owners, members, affiliates, successors, predecessors and assigns, any one of them, or any combination of them, and anyone or
any entity related thereto from all known or unknown, revealed and concealed, contingent and non-contingent claims, actions, causes
of action, and suits for damages, at law or in equity, filed or otherwise, and all other claims whatsoever, in law or in equity,
contract or tort, which Govil ever had or now has against any of the aforementioned, by reason of any matter that is related to
or arising from the acts and events underlying or giving rise to his employment with Cemtrex, the Dispute and the claims asserted
therein.


 


(b)       Cemtrex,
on behalf of itself and its agents, heirs, representatives, successors and assigns, agrees to fully release, acquit and forever
discharge Govil and all entities owned or controlled by him his agents, employees, attorneys, predecessors, successors and assigns
and all past, present and future agents, employees, attorneys, successors, predecessors and assigns, any one of them, or any combination
of them, and anyone or any entity related thereto from all known or unknown, revealed and concealed, contingent and non-contingent
claims, actions, causes of action, and suits for damages, at law or in equity, filed or otherwise that Cemtrex ever had or now
has against any of the aforementioned, by reason of any matter that is related to or arising from the acts and events underlying
or giving rise to the Dispute and the claims asserted therein.


 


The
Parties further acknowledge that they may hereafter discover claims or facts in addition to or different from those which they
now know or believe to exist with respect to the subject matter of the Dispute or this Settlement Agreement and which, if known
or suspected at the time of the execution of this Settlement Agreement, may have materially affected their decision. Nevertheless,
the Parties hereby waive any rights, claim or cause of action that existed at the time of the execution of this Settlement Agreement.
The Parties acknowledge that they understand the significance and consequence of their release and the specific waiver of all
known and unknown claims.


 


(c)       
Nothing contained in this release or Settlement Agreement shall prevent the Parties from asserting or pursuing any claim to enforce
the terms of this Settlement Agreement.


 


4.       Further
Actions. The Parties agree to take such further action and execute such additional documents as may be necessary to implement
the terms and conditions of this Settlement Agreement.


 


5.       No
Admissions. Except as set forth herein, this Settlement Agreement constitutes the compromise of disputed claims, shall not
be interpreted as a reflection of the merit or lack of merit of such claims, and is entered into for the sole purpose of avoiding
the risk and expense of litigation. Nothing in this Settlement Agreement shall constitute an admission of any wrongdoing or liability
by any of the Parties.


 


6.       Confession
of Judgment. Upon the occurrence and during the continuation of any default under the secured promissory note described in
Section 1(b) of this Settlement Agreement, and in addition to any other right or remedy of Cemtrex hereunder, under the secured
promissory note or otherwise at law or in equity, Govil hereby irrevocably authorizes and empowers Cemtrex or its legal counsel,
each as Govil’s attorney-in-fact, to appear ex parte and without notice to Govil to confess judgment against Govil for the
unpaid amount of secured promissory note as evidenced by the Affidavit of Confession of Judgment signed by Govil as of the date
of this Settlement Agreement and to be completed by Cemtrex or its counsel pursuant to the foregoing power of attorney (which
power is coupled with an interest), a copy of which is attached as Exhibit B hereto (the “Affidavit”). The Affidavit
shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit, and to release all errors, and waive
all rights of appeal. Govil waives the right to contest Cemtrex’s rights under this Section 4, including without limitation
the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the
foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any such exercise shall be
held by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be exercised from time
to time as Cemtrex may elect until all amounts owing on the secured promissory note have been paid in full.


 




    	 



    	 



    

 


EXHIBIT
10.1


 


7.       Confidentiality.
The terms and conditions of this Settlement Agreement shall be kept confidential and shall not be disclosed by any Party or their
representatives or agents in any manner except: a) any Party may disclose the terms and conditions of this Settlement Agreement
to their professional advisors, attorneys, accountants (internal and external), tax preparers, regulatory or taxing authorities,
in house assistants, or present or proposed corporate affiliates; b) Cemtrex may disclose the terms and conditions of this Settlement
Agreement as it deems necessary to comply with the federal securities laws; c) pursuant to court order issued by a court of competent
jurisdiction; d) pursuant to compulsory process; or e) to enforce this Settlement Agreement. Upon inquiry only, the Parties may
publicly and/or privately state that the matter has been resolved to the satisfaction of all concerned, but shall not disclose
the terms or conditions of this Settlement Agreement except as stated in this paragraph.


 


8.       No
Oral Modifications. No supplement, modification, waiver, or termination of this Settlement Agreement shall be binding unless
executed in writing by the party to be bound thereby.


 


9.       Governing
Law, Venue and Jurisdiction. The validity, construction and interpretation of this Settlement Agreement shall be governed
by the laws of the State of New York. Any dispute arising from or related to this Settlement Agreement shall be litigated in the
state or federal courts sitting in New York, New York. The prevailing party shall be entitled to recover the actual attorneys’
fees and costs incurred in connection with that litigation.


 


10.       Binding
Effect. This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties, their representatives,
heirs, estates, parent and subsidiary entities, members, managers, shareholders, principals, affiliates, successors, officers,
directors, partners, administrators, trustees, receivers, agents, employees, executors, assigns, and all other persons and entities
that could in any way have legal responsibility for, or claim any rights through, any of them.


 


11.       Assignment
or Transfer of Claims. Except as set forth herein, each party warrants and represents to the others that it has not assigned
or transferred or purported to assign or transfer any claim, demand or cause of action against any other party to any non-party.
The Parties agree to hold harmless and indemnify the other Parties from and against all claims arising out of any such assignment
or transfer or purported assignment or transfer.


 


12.       Good
Faith. This Settlement Agreement is a settlement in good faith, with full knowledge of the relevant facts and circumstances.
The Parties have carefully read this Settlement Agreement in its entirety, conferred with their respective attorneys, know and
understand the contents of this Settlement Agreement, and sign the same as their own free act. Each of the Parties, through their
respective counsel, was involved in the preparation of this Settlement Agreement. Therefore, should a dispute arise regarding
this Settlement Agreement or the interpretation thereof, the presumption that it should be interpreted against the drafter shall
not apply.


 




    	 



    	 



    

 


EXHIBIT
10.1


 


13.       Authority.
Each of the Parties represents and warrants to all the other Parties that the person signing this document on its behalf is duly
authorized to execute this Settlement Agreement on its behalf.


 


14.       Signatures.
This Settlement Agreement may be executed in any number of counterparts, each of which when duly executed and delivered shall
be an original, but all such counterparts shall constitute one and the same agreement. Any signature page of this Settlement Agreement
may be detached from any counterpart without impairing the legal effect of any signatures, and may be attached to another counterpart,
identical in form, but having attached to it one or more additional signature pages. Signatures exchanged by facsimile or by .pdf
format shall be deemed original signatures.


 


This
Settlement Agreement shall become effective upon execution by all Parties and time is of the essence.


 


DATED
this 26th day of February, 2021.


 


/s/Aron
Govil____


ARON
GOVIL


 


DATED
this 26th day of February, 2021.


 


CEMTREX,
INC.


 


/s/Saagar
Govil


 


By:
Saagar Govil


Its:
CEO