Exhibit
10.6


 


SETTLEMENT
AGREEMENT


 


This
Settlement Agreement (the “Agreement”) is made the 9th day of May, 2021 (the “Execution Date”)
by and among Yosef Yafe (“Yafe”), a shareholder of POINT OF CARE NANO-TECHNOLOGY, INC, a Nevada corporation
(“PCNT”), and Ayman Elsalhya
(“Elsalhya”), a
former director of PCNT, and, solely with respect to Section 3 of this Agreement, PCNT (each, as the case may be, a “Party”
and collectively the “Parties”).


 


WITNESSETH:


 


Whereas,
a custodial action was initiated in Nevada for the
appointment of a Custodian to manage the affairs of POINT OF CARE NANO-TECHNOLOGY, INC.,
(In the Matter of the Petition of POINT OF CARE NANO-TECHNOLOGY, INC, Case No. A-19-807727-P)
(the “Action”);


 


Whereas,
Yafe is the current appointed Custodian of PCNT
pursuant to an Order of the Court entered on February 17, 2021. Pursuant to said Order, Yafe was ordered to take several actions, which
included: (1) to comply with NRS 78.18 and reinstate PCNT, (2) to notice a meeting of stockholders, and (3) to provide a status report
to the Court every one-hundred twenty (120) days. Yafe has been in contact with the transfer agent, VStock Transfer, LLC (“V
Stock”), and has made payment arrangements to obtain the current list of shareholders to notice a meeting of stockholders
and provide additional reports to the Court.


 


Whereas,
in lieu of pursuing costly litigation, Yafe and
Elsalhya have agreed to settle this matter whereby Elsalhya will work to reinstate PCNT, bring
it into compliance with regulatory rules and requirements, including reinstating the company in Nevada, updating PCNT’s
public filings and holding an annual meeting of shareholders;


 


Whereas,
the Parties now desire to resolve all disputes existing between them upon the terms and conditions set forth herein;


 


NOW,
THEREFORE,
in consideration of the mutual promises, releases, and payments provided for herein, the Parties hereto agree as follows:


 


The
recitals set forth above contain material terms of this Agreement and re incorporated herein.


 


1.       Obligations
Among the Parties. By the Parties executing this Agreement and in consideration of the release
set forth below, Elsalhya agrees to pay to Yafe the amount of $11,500.00 USD towards his costs and expenses in bringing the custodial
Action (the “Settlement Amount”),
no later than two (2) days after execution of this Agreement via wire transfer to Yafe’s counsel. In addition, Elsalhya agrees to
pay the remaining $ 13,565 owed to V Stock to bring the account current, and then any ongoing charges, and shall indemnify Yafe for any
all fees owed to date or agreed to be paid by Yafe, as Custodian, to V Stock no later than two (2) days after execution of this Agreement;
provided that the total fees owed to date or agreed to be paid by Yafe to V Stock shall not exceed $15,000.



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2.       Yafe
agrees that within two (2) days of receiving the Settlement Amount, file a voluntary dismissal of the Action with the Court.


 


3.       Mutual
Release, Confidentiality, and Non-Disparagement. 


 


		a.	In
                                            consideration of the agreements and mutual promises made herein, Yafe, on the one hand, and
                                            each of Elsalhya and PCNT, on the other hand, hereby mutually release and forever discharge
                                            each other from any and all actions, suits, liens, claims, controversies, disputes, causes
                                            of action, expenses and compensation of any kind or nature without limitation, attorney’s
                                            fees and costs, which the Parties may have had or claim to have had, or now have or claim
                                            to have, or hereafter may have or assert to have, on account of, or by reason of, or in any
                                            way growing out of or, directly or indirectly, whether known or unknown, suspected or unsuspected,
                                            resulting from or by reason of the facts, theories and causes of action in connection with
                                            the Action, arising prior to the date hereof (“Released Claims “), other than
                                            the parties’ respective obligations under this Agreement and the other agreements contemplated
                                            hereby. The parties represent that no portion of any Released Claims has been assigned or
                                            transferred by subrogation or otherwise to any other person, firm, or entity. As Elsalhya
                                            has agreed to reinstate PCNT in Nevada and to update PCNT’s public filings, Yafe agrees
                                            not to seek to bring a renewed custodial action for a reasonable period of time. If PCNT
                                            is not reinstated as to the Nevada Secretary of State within 90 days, it will be presumptively
                                            reasonable to bring a renewed custodial action. If PCNT’s public filings are not renewed
                                            and brought current within nine months, it will be presumptively reasonable to bring a renewed
                                            custodial action, unless prior written notice is received setting forth the cause for why
                                            the public filings are not renewed, in which case the time for presumptive reasonableness
                                            shall be extended by not more than a further three months. If in fact, Yafe brings a renewed
                                            custodial action prior to the presumptive reasonable time period set forth herein, Yafe agrees
                                            to reimburse Elsalhya for the $11,500 Settlement Amount paid to Yafe pursuant to this Agreement,
                                            unless good cause is shown by a preponderance of the evidence why the action could not be
                                            delayed. 



 


		b.	The
                                            Parties and their agents agree to keep confidential and not disclose to any third party the
                                            terms and conditions of this Agreement, the existence of this Agreement, or any of the negotiations
                                            and discussions that preceded its making, except as follows in which cases the Parties will
                                            nevertheless use their best efforts to seek confidential treatment by any receiving party:
                                            (i) as is necessary to dismiss the Action; (ii) as is necessary to effectuate any term or
                                            provision of the settlement, including any subsequent litigation to enforce the settlement,
                                            except that both Parties shall take all reasonable steps to maintain the confidentiality
                                            of this information including filing documents under seal and entry of appropriate protective
                                            orders; (iii) to either Party’s insurers, as necessary to pursue insurance claims;
                                            (iv) to a Party’s accountants or lawyers; and (v) as required by law or court order
                                            upon notice to the other Party sufficiently in advance of such disclosure to permit it to
                                            seek a protective order. All Parties acknowledge that the confidentiality obligations set
                                            forth herein are material considerations for each of the other Party’s agreement to
                                            enter into this Agreement, that each of the other Parties would not have entered into this
                                            Agreement without such confidentiality obligations, and that any breach of the confidentiality
                                            obligations would be a material breach of this Agreement. This prohibition shall not apply
                                            to public, private or other statements, publications or filings which state the intent of
                                            this agreement is to bring PCNT in compliance with all regulatory, statutory and other requirements
                                            and resume trading and operations, to reinstate the company in Nevada, update PCNT’s
                                            public filings, and updating shareholders to PCNT’s future plans or similar statements
                                            or statements regarding Yafe’s actions in pursuing
                                            the custodianship or the basis for its dismissal. 






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		c.	The
                                            Parties, as well as their respective officers, directors, and principals shall not directly
                                            or indirectly falsely disparage each other in any written or oral communication to any person
                                            or entity, including via electronic mail or electronic communication, on the Internet, through
                                            a website, bulletin board, posting, blog, or otherwise. Should it be determined pursuant
                                            to the dispute resolution provisions of this agreement that either party has violated this
                                            provision, either party may seek injunctive relief.



 


4.       No
Admission of Liability. No party admits any default, error, liability, or wrongdoing by entering
into this Agreement. Neither shall any party hereto portray this Agreement or any act taken under or in connection with it as an explicit
or implicit statement or admission of the strength or weakness of any position taken by any party. Instead, the Parties enter into this
Agreement to constructively resolve disputes between them and to avoid litigation.


 


5.       No
Oral Modifications. This Agreement sets forth the entire agreement between the Parties and supersedes
in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof and may not be
changed or terminated orally. The Parties represent that in entering this Agreement they do not rely on any statement or fact not set
forth herein.


 


6.       Governing
Law, Remedies, Venue and Jurisdiction. This Settlement Agreement shall be governed exclusively
by the Laws of the State of Nevada, and any actions, claims or proceedings shall be subject to the exclusive venue and jurisdiction of
the state and Federal Courts in Clark County, Nevada. The Parties hereby waive any right to a jury trial. In the event of a default by
either Party, the other Party’s sole remedy shall be to enforce the terms of this Settlement Agreement. In the event a Party to
this Settlement Agreement must institute suit or a cause of action to enforce the terms of this Settlement Agreement, the prevailing
party will be entitled to fees and costs, including reasonable attorney’s fees. Nothing herein shall prevent either Party from seeking
injunctive relief for breach of Section 2(b) and (c) hereof.



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7.       Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing and delivered via overnight courier. Any
notice, request, demand, claim, or other communication hereunder shall be deemed duly given as of the next business day. Such notices
shall be addressed to the intended recipient(s) as follows:


 





	If to Yafe.:	c/o Kimberly P. Stein, Esq.

  Flangas Law Group

  3275 S. Jones Blvd., Suite 105

  Las Vegas, NV 89146
	 	 
	If to the Elsalhya: 	Lou Bevilacqua
Bevilacqua
PLLC 


1050
Connecticut Avenue, NW, Suite 500 


Washington,
DC 20036






  


8.       No
Representations. Neither party has relied upon any representations or statements made by the other
party hereto which are not specifically set forth in this Agreement.


 


9.       Severability.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
this Agreement shall continue in full force and effect without said provision.


 


10.       Entire
Agreement. This Agreement represents the entire agreement and understanding between the Parties
concerning the matters set forth herein and supersedes and replaces any and all prior agreements and understandings concerning the Agreements.


 


11.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Parties named herein
and their respective successors, assigns, distributees, heirs, and grantees of any revocable trusts of a Party. No Party may assign either
this Agreement or any of its or his or her rights, interests, or obligations hereunder without the prior written approval of the other
Parties. 


 


12.       No
Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person
other than the Parties and their respective successors and permitted assigns.


 


13.       Headings
and Counterparts. The section headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts,
and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the
part of each of the undersigned. Facsimile and photocopies of this Agreement shall have the same effect as originals.


 


14.       Waivers.
No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence and all waivers must be in writing, signed by the waiving
Party, to be effective.



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15.       Voluntary
Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue
influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that:


 


		(a)	They
                                            have read this Agreement;



 


		(b)	They
                                            have been represented in the preparation, negotiation, and execution of this Agreement by
                                            legal counsel of their own choice or that they have voluntarily declined to seek such counsel;



 


		(c)	They
                                            understand the terms and consequences of this Agreement and of the releases it contains;



 


		(d)	They
                                            are fully aware of the legal and binding effect of this Agreement; and



 


		(e)	Each
                                            signatory to this Agreement below represents that he/she has the requisite authority and
                                            has been duly authorized by his/her respective corporation to execute this Agreement.



 


IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. 


 


Yosef
Yafe


 


By:
/s/ Yosef Yafe


 





	Ayman Elsalhya	Regarding Section 3 herein, POINT
  OF CARE

NANO-TECHNOLOGY, INC.
	 	 
	By: /s/ Ayman Elsalhya	By: /s/ Nicholas DeVito
	 	Name: Nicholas DeVito
	 	Title: CEO








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