Exhibit
10.1


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This
Settlement Agreement and Mutual Release (Agreement) November 17, 2017, is entered into by and among Nukkleus Inc., a Delaware
corporation (Nukkleus), IBIH Limited, a British Virgin Island limited company (Company), Terra (FX) Offshore Limited, a British
Virgin Island limited company (TFL), Ludico Investments Limited, a British Virgin Island limited company (LID), Currency Mountain
Holdings LLC, a Delaware limited liability company and each other Person that signed the Stock Purchase Agreement dated as of
May 27, 2016 as explained further herein below (collectively referred as the “Parties”).


 


WHEREAS,
the Parties entered into a Stock Purchase Agreement dated May 27, 2016 (as amended or otherwise modified, the “SPA”);
and


 


WHEREAS
the Company received 24,156,000 shares of common stock, $0,001 par value per share, of Nukkleus (Nukkleus Shares) represented
by Certificate No. 1053 (“Certificate”) and $1,000,000 (Cash Purchase Price) from Nukkleus; and


 


WHEREAS
Nukkleus received 9.9% of the issued and outstanding capital stock of the Company, and 100% of the interest in GVS Limited; and


 


WHEREAS
the Second Closing, as defined in Section 2.2 of the SPA, has not been completed; and


 


WHEREAS
the Parties wish to terminate the SPA and resolve and settle the differences which now exist between them, without the burden
and expense of litigation, on and subject to the terms and conditions set forth in this Agreement; and


 


WHEREAS
any defined terms used in the Agreement shall have the meaning set in the SPA unless otherwise stated herein.


 


THEREFORE,
in consideration of the foregoing recitals and of the conditions, covenants and agreements set forth below, the Parties agree
as follows:


 


		1.	REINSTATEMENT
                                         OF BOARD OF DIRECTORS OF IRON AUSTRALIA AND
GVS LIMITED






 


		1.1.	Nukkleus
                                         undertakes to cause the following:



 


		1.1.1.	the
                                         registered office of GVS (AU) Pty Ltd to be changed from Piper Alderman to Minter Ellison,
                                         Level 40, Governor Macquarie Tower, 1 Fairer Place, Sydney NSW 2000 Australia;



 


		1.1.2.	Emil
                                         Assentato, Donald Patrick Fewer and David John Iron to resign as directors of GVS (AU)
                                         Pty Ltd; and



 


		1.1.3.	Markos
                                         Kashiouris, Petros Economides and Yun Ma to be appointed as directors of GVS (AU) Pty
                                         Ltd; and all paperwork required to effect the changes at (i)-(iii) above to the Australian
                                         Securities and Investments Commission.



 




    


     


    



 


		1.2.	Nukkleus
                                         undertakes to cause



 


		1.2.1.	the
                                         registered office of GVS Limited to be changed from Enterprise Court, P.O. Box 3504 Road
                                         Town Tortola, BVI to 19 Waterfront Drive, P.O. Box Road Town Tortola, VG1110, BVI;



 


		1.2.2.	the
                                         registered agent of GVS Limited to be changed from Hunte & Co. Services Limited to
                                         Totalserve Trust Company Limited;



 


		1.2.3.	Emil
                                         Assentato to resign as director of GVS Limited;



 


		1.2.4.	Cymora
                                         Limited to be reappointed as director of GVS Limited; and



 


		1.2.5.	such
                                         changes to be filed with the BVI Registrar of Companies.



 


		1.3.	The
                                         Company agrees to indemnity Emil Assentato, Donald Patrick Fewer and David John Iron
                                         against all present and future liabilities, claims, losses, costs or expenses arising
                                         out of or in connection with any claims, proceedings, lawsuits costs, expenses, damages
                                         and losses against by a third party arising out of their appointment as directors of
                                         GVS (AU) Pty Ltd and/or GVS Limited.



 


		2.	TRANSFER
                                         OF SHARES ACQUIRED BY NUKKLEUS IN THE COMPANY AND VICE VERSA



 


		2.1.	Nukkleus
                                         undertakes to transfer the shares it acquired in the Company to TFL, LID and the other
                                         Sellers in the SPA, as follows:



 





	TerraFX (Offshore) Limited	1,122 shares
	Ludico Investments Limited	748 shares
	Kimen Holding Limited	55 shares
	Cripa Investments Limited	55 shares
	Triple 7 Capital Management Limited	55 shares
	Jinsent Trading Limited	55 shares
	Dagort Trading Limited	110 shares




 


		2.2.	Nukkleus
                                         undertakes to transfer and assign its 100% interest in GVS Limited to the Company or
                                         such other entity as instructed by the Company.



 


		2.3.	The
                                         Company undertakes to return the Shares represented by the Certificate to Nukkleus for
                                         cancellation, which such Certificate shall be delivered together with a medallion guaranteed
                                         stock power signed by the Company. In addition, the Company undertakes to pay to Nukkleus
                                         the Cash Purchase Price gross of any bank transfer fees and interest (at the standard
                                         rate of the New York State Department of Taxation and Finance applied from the date the
                                         Cash Purchase Price was transferred to the Company to the date of this agreement).



 


		2.4.	The
                                         Cash Purchase Price and all bank transfer fees and interest shall be transferred to a
                                         Trust Account managed by Piper Alderman and shall be released by Piper Alderman to Nukkleus
                                         (less any fees owed to Piper Alderman) upon:



 






    


     


    

 


		2.4.1.	Nukkleus
                                         satisfying its obligations under Sections 1.1, 1.2, 2.1 and 2.2; and



 


		2.4.2.	Piper
                                         Alderman receiving written documentation confirming that all documents required to be
                                         executed by Nukkleus have been properly executed, delivered and where applicable, accepted
                                         by the BVI Registrar of Companies and/or the Australian Securities and Investments Commission
                                         and/or Westpac.



 


		2.5.	Each
                                         party shall do and perform or cause to be done and performed, all such acts and things,
                                         and shall execute and deliver all such other agreements, certificates, instruments and
                                         documents, as the other party may reasonably request in order to carry out the intent
                                         and accomplish the purposes of this Agreement.



 


		3.	INSTRUCTIONS
                                         TO WESTPAC



 


The
Parties undertake to execute such documents as may be required by Westpac with instructions to remove the restrictions imposed
on GVS (AU) Pty Ltd bank accounts.


 


		4.	BOARD
                                         OF DIRECTORS OF NUKKLEUS



 


		4.1.	The
                                         Company undertakes to cause Markos Kashiouris, Petros Economides and Efstathios Christophi
                                         to resign as directors of Nukkleus. The Company shall provide resignation letters duly
                                         signed by Markos Kashiouris, Petros Economides and Efstathios Christophi, in which they
                                         resign as directors of Nukkleus and waive any directorship fees payable to them under
                                         their letter of appointment dated August 1, 2016, on the execution date of this Agreement.



 


		4.2.	Nukkleus
                                         agrees to indemnify and hold harmless the directors named in section 4.1 against all
                                         present and future liabilities, claims, losses, costs or expenses arising out of or in
                                         connection with any claims, proceedings, lawsuits costs, expenses, damages and losses
                                         against by a third party arising out of their appointment as directors of Nukkleus.



 


		5.	COMPLETION
                                         OF THE SUBJECT MATTER SET IN THIS AGREEMENT



 


		5.1.	All
                                         actions set out in clauses 1.1-1.2, 2.1-2.4, 0 and 4.1 above shall be completed by no
                                         later than 5pm on 17 November 2017, Sydney Eastern Standard time (Settlement Date).



 


		5.2.	The
                                         Parties will deliver to each other copies of certificates, board resolutions, instruments
                                         and all such documents, duly signed evidencing the actions taken by each Party for the
                                         completion of the purpose of the Agreement no later than the Settlement Date.



 


		6.	MUTUAL
                                         RELEASES



 


		6.1.	Effective
                                         upon completion of all the obligations of each Party set out above on the Settlement
                                         Date and without prejudice to section 4.3, in consideration of the foregoing and the
                                         mutual releases set forth herein, the Parties and their respective heirs, successors
                                         and assigns, hereby fully, completely and finally waive, release, remise, acquit, and
                                         forever discharge and covenant not to sue the other Parties, as well as the other Parties’
                                         respective officers, directors, shareholders, trustees, parent companies, sister companies,
                                         affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors,
                                         insurers, representatives, and agents with respect to any and all claims, demands, suits,
                                         manner of obligation, debt, liability, tort, covenant, contract, or causes of action
                                         of any kind whatsoever, at law or in equity, including without limitation, all claims
                                         and causes of action arising out of or in any way relating to the subject matter of the
                                         SPA and the Agreement. The foregoing releases specifically exclude and do not apply to
                                         any claims based upon or arising out of a breach of this Agreement.



 






    


     


    

 


		6.2.	The
                                         Parties warrant and represent that they have not assigned or otherwise transferred any
                                         claim or cause of action released by the Agreement.



 


		7.	CONFIDENTIALITY



 


The
Parties represent and agree that, except for matters of public record as of the date of this Agreement, they will keep the terms
and contents of this Agreement confidential and that they will not hereinafter disclose the terms of this Agreement to other persons
except as compelled by applicable law or to Parties’ legal counsel, tax advisors, or other retained professional representatives,
all of whom shall be informed and bound by this confidentiality clause. In no event will any party make or cause to be made any
comment, written statement, or press release to any member of the media concerning the fact of this settlement or the substance
or terms of this Agreement.


 


		8.	AUTHORITY



 


		8.1.	The
                                         Parties represent and warrant that they possess full authority to enter into this Agreement.



 


		8.2.	Each
                                         person signing below represents and warrants that he has the authority to bind the indicated
                                         Party.



 


		8.3.	This
                                         Agreement shall be binding upon and inure to the benefit of the Parties’ respective
                                         heirs, representatives, successors and assigns.



 


		9.	ENTIRE
                                         AGREEMENT



 


This
Agreement, together with any documents, instruments and certificates referred to herein, constitutes the entire agreement among
the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings,
understandings including without limitation the SPA and any other agreement between the Parties whether written or oral.


 






    


     


    

 


		10.	COSTS,
                                         EXPENSES AND ATTORNEYS’ FEES



 


		10.1.	Each
                                         of the Parties will bear its own costs, expenses, and legal fees incurred in connection
                                         with this Agreement.



 


		10.2.	If
                                         there is an adjudicated claim brought in a court of competent jurisdiction with respect
                                         to this Agreement, the non-prevailing Party(ies) agrees to pay all fees and costs (including
                                         reasonable legal fees) incurred by the prevailing Party(ies) in connection with the enforcement
                                         of the non-prevailing Party(ies)’ obligations or in connection with the prevailing
                                         Party(ies)’ enforcement of the provisions of this Agreement or its/their defence
                                         of any action brought by a Party(ies) in violation of this Agreement.



 


		11.	GOVERNING
                                         LAW



 


This
Agreement is governed by the laws of the State of New York.


 


		12.	SPECIFIC
                                         PERFORMANCE



 


		12.1.	Each
                                         of the Parties acknowledge and agree that the other Parties would be damaged irreparably
                                         in the event any of the provisions of this Agreement are not performed in accordance
                                         with their specific terms or otherwise are breached or violated.



 


		12.2.	Accordingly,
                                         each of the Parties agrees that, without posting bond or other undertaking, the other
                                         Parties shall be entitled to an injunction or injunctions to prevent breaches or violations
                                         of the provisions of this Agreement and to enforce specifically this Agreement.



 


		13.	CONSTRUCTION



 


This
Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted
against any one Party.


 


		14.	MODIFICATION



 


No
oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any Party, occurring subsequent
to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by all the
Parties to the Agreement or their respective successors or assigns.


 


		15.	SEVERABILITY



 


If
any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction,
be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction, unless it materially
alters the nature or material terms of this Agreement.


 






    


     


    

 


		16.	HEADINGS



 


The
headings contained in this Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation
hereof.


 


		17.	COUNTERPARTS



 


This
Agreement may be executed in any number of electronic and/or pdf counterparts, each of which will be deemed an original, but all
of which together will constitute but one and the same instrument. This Agreement will become effective when duly executed by
each Party.


 


		18.	REPRESENTATION
                                         BY COUNSEL AND TERMINATION OF SPA



 


		18.1.	Each
                                         Party acknowledges that it has received independent legal advice in relation to its obligations
                                         under this Agreement.



 


		18.2.	Each
                                         Party agrees that if completion of clause 5.2 has occurred, the SPA is to be treated
                                         as terminated, that is the rights and obligations of each Party under the SPA are no
                                         longer legally enforceable.



 


		19.	NO
                                         WAIVER



 


No
failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power or
remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or
an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any Party be deemed
a waiver of any default or breach subsequently arising.


 


[signature
page follows]


  



    


     


    


 


	 	 	 	 	 
	NUKICLEUSINC.	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 
	 	 	 	 	 
	IBIH LIMITED	 	 	 
	 	 	 	 	 
	By:	/s/ M. Kashiouris	 	 	 
	Name: M. Kashiouris	 	 	 
	 	 	 	 	 
	Terra FX (Offshore) Limited	 	Ludico Investments Ltd.
	 	 	 
	By:	/s/ M. Kashiouris 	 	By:	/s/ D. M. Meade
	Name: M. Kashiouris	 	Name:  D. M. Meade
	 	 	 	 	 
	Triple7 Capital Management Ltd.	 	Cripa Investments Ltd. 
	 	 	 
	By:	/s/ M. Kashiouris	 	By:	/s/ M. Kashiouris
	Name: M. Kashiouris	 	Name: M. Kashiouris
	 	 	 	 	 
	Jinsent Trading Ltd. 	 	Dagort Trading Ltd.
	 	 	 
	By:	/s/ M. Kashiouris	 	By:	/s/ M. Kashiouris
	Name: M. Kashiouris	 	Name: M. Kashiouris
	 	 	 	 	 
	Kimen Management Ltd.	 	 	 
	 	 	 	 
	By:	/s/ M. Kashiouris	 	 	 
	Name: M. Kashiouris	 	 	 
	 	 	 	 	 
	Currency Mounlniu Hnlcliugs LLC	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name: