Exhibit 10.1


 


SETTLEMENT AGREEMENT AND STIPULATION


 


THIS SETTLEMENT
AGREEMENT and Stipulation dated as of October 9th, 2019 (“Agreement”) by and between plaintiff Trillium Partners, LP
(“TRILLIUM”), and defendant Renewable Energy & Power, Inc. (“COMPANY”).


 


BACKGROUND:


 


WHEREAS,
there is bona fide outstanding Claim against the Company in the principal amount of not less than $219,460.18 which was owed by
the Company to Labrys Fund, LP pursuant to the terms of an unpaid promissory note originally executed by the Company on June 26,
2017 and which was subsequently assigned to TRILLIUM; and


 


WHEREAS, the Claim is past due; and


 


WHEREAS,
TRILLIUM acquired the Claim on the terms and conditions set forth in Settlement and Assignment Agreement dated October 9th, 2019,
directly from Labrys Fund, LP, subject however to compliance with the provisions hereof; and


 


WHEREAS,
TRILLIUM and the Company desire to resolve, settle, and compromise the Claim through the issuance of free-trading shares of the
Company’s common stock issued pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), subject
to compliance with the provisions hereof.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1. Defined
Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):








 


“AGREEMENT” shall have the meaning specified
in the preamble hereof.


 






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“CLAIM AMOUNT” shall mean $219,460.18.


 


“COMMON
STOCK” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“COURT” shall mean the Federal District
Court located in Baltimore, Maryland.


 


“DTC” shall have the meaning specified
in Section 3b.


 


“DWAC” shall have the meaning specified
in Section 3b.


 


“FAST” shall have the meaning specified
in Section 3b.


 


“PRINCIPAL MARKET” shall mean
the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock Exchange
or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock.


 


“SELLER” shall mean Labrys Fund, LP,
which assigned the Claim to TRILLIUM.


 


“SETTLEMENT SHARES” shall have the
meaning specified in Section 3a.


 


“TRADING
DAY” shall mean any day during which the Principal Market shall be open for business.


 


“TRANSFER
AGENT” shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company’s appointment of any such substitute or replacement transfer agent).


 






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2. Fairness
Hearing. Upon the execution hereof, Company and TRILLIUM agree, pursuant to Section 3(a) (10) of the Securities Act of
1933 (the “Act”), and the applicable section of the General Statutes of Maryland, to promptly submit the terms
and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance
exempt from registration of the Settlement Shares, This Agreement shall become binding upon the parties only upon entry of an
order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).


 


3. Settlement
Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TRILLIUM
and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claim, the Company shall issue and
deliver to TRILLIUM shares of its Common Stock (the “Settlement Shares”) in one or more tranches as necessary,
and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the net
proceeds from TRILLIUM’s sale of the Settlement Shares equals the Claim Amount. TRILLIUM is entitled, at its option, to
request all or any lesser portion of the Claim Amount plus any /all accrued but unpaid Interest into Common Stock at a
conversion price per share equal to the lowest closing bid price for the Company’s common stock during the twenty
(20) trading days immediately preceding the date of delivery by TRILLIUM to Company of the Conversion Notice (the
“Conversion Price”).


 


b. No later than the
fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its
legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TRILLIUM
and such transfer agent, that the shares of Common Stock to be issued as the initial issuance and any additional issuance are
legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without
restrictive legend, and may be resold by TRILLIUM without restriction pursuant to the Court Order; and (ii) issue the
Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to
TRILLIUM’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST)
Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer
pursuant to the Court Order. The date upon which the initial tranche, or additional tranche, of the Settlement Shares has
been received into TRILLIUM’s account and are available for sale by TRILLIUM shall be referred to as the
“Issuance Date”.


 






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c. The Company shall deliver to TRILLIUM,
through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which
will equal to the Claim Amount. The parties reasonably estimate that the fair market value of the Settlement Shares to be received
by TRILLIUM is equal to approximately $219,460.18. To the extent that the Company issues Settlement Shares in excess of that necessary
to satisfy the aggregate Claim Amount, TRILLIUM shall return any excess Settlement Shares to Company for reinstatement as authorized,
but unissued shares. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable
as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its
execution.


 


d. Notwithstanding anything to the
contrary contained herein, the Settlement Shares beneficially owned by TRILLIUM at any given time shall not exceed the number
of such shares that, when aggregated with all other shares of Company then beneficially owned by TRILLIUM, or deemed
beneficially owned by TRILLIUM, would result in TRILLIUM owning more than 9.99% of all of such Common Stock as would be
outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one
or more tranches.


 


4. Necessary Action.
At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to take or cause
to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and
documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions
contemplated hereby.


 


5. Releases.
Upon receipt of all of the Settlement Shares required to be delivered hereby, in consideration of the terms and conditions of this
Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties
hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders,
affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the
“Released Parties”), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature,
character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter
have or claim to have against each other with respect to the Claim. Nothing contained herein shall be deemed to negate or affect
TRILLIUM’s right and title to any securities heretofore or hereafter issued to it by Company or any subsidiary of Company.


 



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6. Representations.
Company hereby represents, warrants and covenants to TRILLIUM as follows:


 





a. There
are 10,000,000,000 shares of Common Stock of the Company authorized, of which 60,321,098 Shares of Common Stock are issued and
outstanding as of September 30, 2019;


 


b. The
shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be duly and validly issued,
fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or
purchase securities;


 


c. Upon
Court approval of this Stipulation and entry of the Order, the shares will be exempt from registration under the Securities Act
and issuable without any restrictive legend;


 


d. The
Company has, or will have, reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to
the number of shares that could be issued pursuant to the terms of the Order;


 


e. If
at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company
shall promptly increase its authorized shares to ensure its ability to timely comply with the Order;


 


f. The
execution of this Agreement and performance of the Order by Company and TRILLIUM will not (1) conflict with, violate or cause a
breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the Claim, or (2)
require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already
been obtained;


 






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g.
Without limitation, the Company hereby waives any provision in any agreement related to the Claim requiring payments to be applied
in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court;


 


h. The
Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement;


 


i. The
execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of
Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company;


 


j Company did not
enter into the transaction giving rise to the Claim in contemplation of any distribution of Company’s common stock or
other securities;


 


k.
There has been no modification, compromise, forbearance, or waiver entered into or given by the Company with respect to the
Claim. There is no action based on the Claim by the Company that is currently pending in any other court or other legal
venue;


 


1. There are no
taxes due, payable or withholdable as an incident of the provision of goods and services, and no taxes will be due, payable
or withholdable as a result of settlement of the Claim;


 


m. To the best of
the Company’s knowledge, no Labrys Fund, LP is not, directly or indirectly, utilizing any of the proceeds received from
TRILLIUM for selling the Claim to provide any consideration to or invest in any manner in the Company or any affiliate of the
Company;


 






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n. Company has not received
any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading in the Common
Stock; and


 


o.
Labrys Fund, LP will not, directly or indirectly, receive any consideration from or be compensated in any manner by, the Company,
or any affiliate of the Company, in exchange for or in consideration for settling the Claim.


 


p.
Company acknowledges that TRILLIUM or its affiliates may from time to time, hold outstanding securities of the Company, including
securities which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current
market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially
in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock
declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the
nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of
directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the
Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and
enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.


 


TRILLIUM hereby represents,
warrants and covenants to Company as follows:


 


a. It acquired
the Claim pursuant to the execution of the aforementioned Settlement an Assignment Agreement, to whom payment is conditioned upon
the full performance by Company of the terms of this Agreement;





 


b. It is a limited
liability company duly filed and in good standing under the laws of Nevada; and


 


c. The execution,
delivery and performance of this Stipulation by TRILLIUM has been duly authorized by all requisite action on the part of TRILLIUM,
and this Stipulation has been duly executed and delivered by TRILLIUM.


 


7. Continuing
Jurisdiction. In order to enable the Court to grant specific enforcement or other equitable relief in connection with this
Agreement, (a) the parties consent to the continuing jurisdiction of the Court for purposes of enforcing this Agreement, and (b)
each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that
might otherwise preclude injunctive relief to enforce this Agreement.


 


8. Conditions Precedent/
Default.


 


a. If
Company shall default in promptly delivering the Settlement Shares to TRILLIUM in the form and mode of delivery as required by
Section 3 herein;


 


b. If
the Order shall not have been entered by the Court on or prior to December 31, 2019;


 


c. If
the Company shall fail to comply with the Covenants set forth in Paragraph 14 hereof;


 






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d. If Bankruptcy,
dissolution, receivership, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company; or if the trading of the
Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal Market; or trading in securities
generally on the Principal Market shall have been suspended or limited; or minimum prices shall have been established for
securities traded on the Principal Market; or there shall have been any material adverse change (i) in the Company’s
finances or operations, or (ii) in the financial markets such that, in the reasonable judgment of TRILLIUM, makes it
impracticable or inadvisable to trade the Settlement Shares; and such suspension, limitation or other action is not cured
within ten (10) trading days; then, at the sole option of TRILLIUM, TRILLIUM may deem the Company to be in default of the
Agreement and Order, and TRILLIUM may treat this Agreement as null and void.


 


9.
Information. Company and TRILLIUM each represent that prior to the execution of this Agreement, they have fully informed themselves
of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except
as expressly stated in this Agreement.


 


10. Ownership and Authority.
Company and TRILLIUM represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of any
or all of any claim, demand, right, or cause of action, relating to any matter which is covered by this Agreement, that each is
the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized
to enter into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable in accordance with
its terms.


 


11. No
Admission. This Agreement is contractual and it has been entered into in order to compromise disputed claims and to avoid
the uncertainty and expense of prolonged litigation. This Agreement and each of its provisions in any orders of the Court
relating to it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission or
concession as to the merits of the Action or the liability of any nature on the part of any of the parties hereto except to
enforce its terms.




 






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12. Binding Nature.
This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs.


 


13. Authority
to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective
entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further
represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and
execution of this Agreement, and that counsel has reviewed this Agreement.


 


14. Covenants.



 


a. For so long
as TRILLIUM or any of its affiliates holds any Settlement Shares, neither Company nor any of its affiliates shall, without
the prior written consent of TRILLIUM (which may not be unreasonably withheld), vote any shares of Common Stock owned or
controlled by it (unless voting in favor of a proposal approved by a majority of Company’s Board of Directors), or
solicit any proxies or seek to advise or influence any person with respect to any voting securities of Company; in favor of
(1) causing a class of securities of Defendant to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (2) causing a
class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, (3) taking any action which would impede the purposes and objects of this
Settlement Agreement.


 






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b. Upon the signing of the Order by the
Court, the Company shall file such OTCMarkets.com or SEC filings as may be required in respect of this Settlement Agreement.


 


15. Indemnification. Company shall
indemnify, defend and hold TRILLIUM and its affiliates harmless with respect to all obligations of Company arising from or incident
or related to this Agreement, including, without limitation, any claim or action brought derivatively or directly by the Seller
or shareholders of Company.


 


16. Legal Effect.
The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement
and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith, subject
to the conditions stated herein, and each attorney represents that his or her client has freely consented to and authorized this
Agreement after have been so advised.


 


17. Waiver of Defense. Each party
hereto waives a statement of decision, and the right to appeal from the Order after its entry. Company further waives any defense
based on the rule against splitting causes of action. The prevailing party in any motion to enforce the Order shall be awarded
its reasonably attorney fees and expenses in connection with such motion. Except as expressly set forth herein, each party shall
bear its own attorneys’ fees, expenses and costs.


 


18. Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed
valid and binding on each party when duly executed by all parties. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.


 






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19. Choice of Law,
Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all terms
and provisions hereof shall be governed by and construed in accordance with the laws of the State of Maryland, applicable to agreements
made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof. Any action brought
to enforce, or otherwise arising out of this Agreement shall be brought only in Federal District Court located in Baltimore, Maryland.


 


20. Exclusivity. For a period
of one hundred twenty (120) days from the date of the execution of this Agreement, (a) Company and its representatives shall
not directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to any
liabilities, or any financial transaction having an effect or result similar to the transactions contemplated hereby, and
(b) TRILLIUM shall have the exclusive right to negotiate and execute definitive documentation embodying the terms set forth
herein and other mutually acceptable terms.


 


21. Inconsistency.
In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith,
the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.


 






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22. NOTICES.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of


 


(a) the date delivered,
if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission,


 


(b) the seventh business
day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


(c) the second business
day after mailing by domestic or international express courier, with delivery costs and fees prepaid,


 


in each case, addressed to each of the
other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10)
days’ advance written notice similarly given to each of the other parties hereto):


 


Company:


 


Renewable Energy & Power, Inc.

3395 W. Cheyenne Ave


Suite 111B


N. Las Vegas, Nevada 89032


 


Plaintiff:


 


Trillium Partners, LP


90 Grove Street, Suite 108

Ridgefield, CT 06877


 


with a copy to:


 


Matheau J. W. Stout, Esq.

201 International Circle

Suite 230


Hunt Valley, MD 21030

Tel (410) 429-7076


  




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IN WITNESS WHEREOF, the parties have duly executed this Settlement
Agreement and Stipulation as of the date first indicated above.


  


	 	TRILLIUM PARTNERS, LP
	 	 	 
	 	By:	/s/ Stephen Hicks
	 	 	Name: Stephen Hicks 
	 	 	Title: Manager
	 	 	 
	 	RENEWABLE ENERGY & POWER, INC.
	 	 	 
	 	By: 	/s/ Conrad Huss
	 	 	Name: Conrad Huss
	 	 	Title: Chief Executive Officer


 


 


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