SETTLEMENT
AGREEMENT


 


This
Settlement Agreement (hereinafter “Agreement”) dated September 30, 2019 is entered into by and between
Southwest Capital Funding, Ltd. A Texas Limited Partnership (“Southwest”) and Greenway Technologies, Inc. f/k/a UMED
Holdings Inc. (“Greenway”) (Southwest and Greenway are referred to individually as a “Party” and collectively
herein as the “Parties”).


 


RECITALS:


 


WHEREAS,
Southwest and Greenway are parties to a lawsuit pending in Hawaii, cause no. 16-1-0342, in the Circuit Court of the Third Circuit,
State of Hawaii, styled Southwest Capital Funding, Ltd. v. Mamaki Tea, Inc., et. al. (the “Lawsuit”).


 


WHEREAS,
without admission, including liability, and to avoid the time, cost and uncertainty of continued litigation, Southwest and Greenway,
for sufficient consideration, including the mutual covenants in this agreement, intend to fully and finally compromise and settle
all claims between them to the date of this agreement, all as more particularly hereinafter8 provided.


 


NOW
THEREFORE, for the consideration stated herein and the mutual promises and agreements set forth herein, the Parties hereby agree
as follows:


 


A.
SETTLEMENT


 


		1.	The
                                         Parties agree to the entry of a Stipulated Judgment in the Lawsuit, with Southwest awarded
                                         judgment against Greenway in the amount of $740,000.00, in the form attached hereto as
                                         Exhibit A.



 


		2.	Greenway
                                         agrees to provide Southwest a Promissory Note in the amount of $525,000.00, providing
                                         for a three-year term, at 7.7% simple interest-only payable semi-annually, with interest
                                         due calculated on a 365-day year, default interest at 18%, with the principal amount
                                         due at maturity. A copy of the Promissory Note is attached hereto as Exhibit B.



 


		3.	Greenway
                                         agrees to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Class
                                         A common stock valued at $0.05 per share ($50,000.00 – Income to Southwest/Expense
                                         to GWTI), such restrictive legend providing no longer than the statutory six (6) months
                                         restrictions. However, provided there is no default on the Promissory Note, Southwest
                                         agrees to not sell any stock for at least one year from the date of this Agreement. An
                                         event of default under this Settlement Agreement shall be created and exist in the event
                                         that Greenway no longer has any securities registered pursuant to Section 12(a) of the
                                         Securities Exchange Act of 1934, as amended.



 


		4.	Southwest
                                         agrees to not domesticate, abstract, execute, and/or otherwise attempt to enforce the
                                         Stipulated Judgment until such time as Greenway fails to make a payment on the Promissory
                                         Note as the same shall become due and payable, and Southwest gives written notice of
                                         such default to Greenway and/or their counsel, and such failure continues unremedied
                                         for five business days thereafter. In all events, Greenway is entitled to a credit against
                                         the Stipulated Judgment for any payment made towards the Promissory Note and a $50,000
                                         credit for the stock delivered pursuant to paragraph 3.



 




    	SETTLEMENT AGREEMENT – Page 1	 



    	 



    

 


		5.	Upon
                                         receipt of payment of all amounts due under the Promissory Note, Southwest agrees to
                                         release Greenway from all obligations arising under the Stipulated Judgment and to execute
                                         and deliver to Greenway a Release of Judgment.



 


B.
RELEASE


 


		1.	For
                                         the consideration stated herein, and except for the Stipulated Judgment and the obligations
                                         undertaken by the parties in this Settlement Agreement and Promissory Note, Southwest,
                                         for itself, its officers, shareholders, directors, agents, assigns, successors, and representatives,
                                         hereby releases all claims of whatever nature, known or unknown, which it may have against
                                         Greenway, its officers, shareholders, directors, agents, assigns, successors, and representatives,
                                         which claims arise from occurrences to the date of this agreement, including without
                                         limitation, the suit described herein



 


		2.	For
                                         the consideration stated herein, Greenway for itself, its officers, shareholders, directors,
                                         agents, assigns, successors, and representatives, hereby releases all claims of whatever
                                         nature, known or unknown, which it may have against Southwest, its officers, shareholders,
                                         directors, agents, assigns, successors, and representatives, which claims arise from
                                         occurrences to the date of this agreement, including without limitation, the suit described
                                         herein.



 


C.
REPRESENTATIONS AND WARRANTIES


 


		1.	As
                                         a material inducement to the Parties’ entry into this agreement, each Party unconditionally
                                         represents that at the signing of this agreement and delivery of any documents hereunder:



 


		i.	such
                                         Party has the right and power to enter into this agreement;



 


		ii.	this
                                         agreement and all other agreements delivered in connection with this agreement have been
                                         or will be duly executed by and delivered by such Party and are valid and binding agreements
                                         of such Party enforceable against such Party in accordance with their respective terms;



 


		iii.	execution
                                         and delivery of this agreement and all other documents delivered in connection herewith
                                         will not conflict with or result in a breach of any of the terms, conditions, or provisions
                                         of or constitute a default under any other agreement or instrument to which such Party
                                         is a Party or by which such Party is bound or by any law, statute, regulation, rule,
                                         order, writ, injunction, or decree of any governmental instrumentality or court;



 




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		iv.	such
                                         Party, as such Party’s interest may appear, has complete and unrestricted power
                                         to sell, transfer, assign, and deliver to the other the interests and release under this
                                         and other documents delivered hereunder; and



 


		v.	such
                                         Party is the owner and holder of all claims and causes of action released in paragraph
                                         3 and has not previously assigned, in whole or in part (by operation of law or otherwise)
                                         any such claims or interests.



 


		2.	The
                                         Parties shall hold each other harmless and indemnify each of them and their officers,
                                         directors, shareholders, agents, assigns, heirs, successors, and representatives from
                                         liability and loss from, and the cost of defense (including without limitation, reasonable
                                         attorneys’ and accountants’ fees) of claims arising from breach, failure
                                         or falsity of representations and warranties in this agreement, or from the claims of
                                         third parties brought over one of the Parties against another.



 


D.
GENERAL CONDITIONS


 


		1.	This
                                         agreement shall be governed and construed in accordance with the laws of the State of
                                         Texas, enforcement of which by suit on claims arising from breach, failure, or falsity
                                         of representations and warranties as provided for herein shall entitle the successful
                                         party to reasonable and necessary attorneys’ fees, and is payable and performable
                                         in Dallas County, Texas.



 


		2.	The
                                         obligations of the Parties under this agreement shall survive the execution and delivery
                                         of this agreement.



 


		3.	This
                                         agreement is binding on and inures to the benefit of the parties hereto and their respective
                                         heirs, successors, and assigns.



 


		4.	The
                                         Parties shall execute any additional documents that are reasonably necessary to effectuate
                                         or evidence the terms of this agreement.



 


		5.	The
                                         provisions of this Settlement Agreement comprise all the terms, conditions, agreements,
                                         and representations of the parties hereto respecting the subject matter of this Settlement
                                         Agreement which can be modified or amended only in writing signed by the parties. The
                                         Parties represent and acknowledge that each does not rely, has not relied upon, and expressly
                                         disclaims any reliance upon any representation by a party, written or oral, except as
                                         expressly set forth herein.



 


		6.	This
                                         agreement may be executed and evidenced in multiple counterparts.



 




    	SETTLEMENT AGREEMENT – Page 3	 



    	 



    

 


E.
NOTICES


 


Any
notice or payment required to be given under this agreement shall be made by electronic mail to the following addresses:


 


If
to Greenway, notice shall be sent to:


 





 


SIGNED
as of the date first noted above.


 


	Southwest
    Capital Funding, Ltd.	 	Greenway
                                         Technologies, Inc.

        f/k/a
        UMED Holdings Inc.

	 	 	 	 	 
	/s/ S. Kent Hope	 	/s/? Ransom B. Jones
	By	S.
    Kent Hope	 	By	Ransom
    Jones
	Its:	Manager	 	Its:	Chief
    Financial Officer


 




    	SETTLEMENT AGREEMENT – Page 4	 



    	 



    

 


EXHIBIT
A TO SETTLEMENT AGREEMENT


[Stipulated
Judgement approved as to form and when fully executed to be inserted here]


 




	Carlsmith
    Ball LLP	 	 
	Tom
                                         E. Roesser 

        ASB
        Tower, Suite 2100

        1001
        Bishop Street

        Honolulu,
        HI 96813

        Tel
        No. 808.523.2500

        Fax
        No. 808.523.0842

         
	3241	 
	Katherine
                                         A. Garson 

        121
        Waianuenue Avenue

        P.O.
        Box 686

        Hilo,
        HI 96721-0686

        Tel
        No. 808.935.6644

        Fax
        No. 808.935.7975
	5748	 


 


	Attorneys
                                         for Plaintiff

        SOUTHWEST
        CAPITAL FUNDING, LTD.
	 




 


IN
THE CIRCUIT COURT OF THE THIRD CIRCUIT


 

STATE OF HAWAI’I


 


	SOUTHWEST
                                         CAPITAL FUNDING, LTD., a Texas limited partnership,

         

        Plaintiff,

         

        vs.

         

        MAMAKI
        TEA, INC., a Nevada corporation, MAMAKI OF HAWAII, INC., a Nevada corporation, TIMOTHY ANDREW BENKO a.k.a. TIMOTHY A.
        BENKO, MARY ROBERTA CAPONE a.k.a. MARY R. CAPONE a.k.a. MARY T. CAPONE, BANK OF AMERICA, N.A., a national association,
        ROBERT R. ROMER, JOE LACOSTE, CURT BORMAN, UMED HOLDINGS, INC., a Texas corporation, and DOE INDIVIDUALS 1-50, and DOE
        ENTITIES 1-50,
	CIVIL
                                         NO. 16-1-0342

        (Foreclosure)

         

        STIPULATED
        JUDGMENT; ORDER

         

         

         

         

         

         

         

         

         

        No
        Trial Date Set

         

        

        [caption
        continued on next page]

	 

                                                                                Defendants.

                                                                                 
	 
	MAMAKI
                                         TEA, INC., a Nevada corporation; MAMAKI TEA OF HAWAII, INC., a Nevada corporation, and
                                         CURT BORMAN,

                                                                                                                         

        Counterclaimants
        and

        Crossclaimants,

         

        vs.

         

        SOUTHWEST
        CAPITAL FUNDING, LTD., and UMED HOLDINGS, INC.,

         

        Counterclaim
        Defendants and

        Crossclaim
        Defendants.

         
	 
	MAMAKI
                                         TEA, INC., a Nevada corporation, MAMAKI OF HAWAII, INC., a Nevada corporation and CURT
                                         BORMAN,

         

        Third-Party
        Plaintiffs,

         

        vs.

         

        TERRY
        BRAUDRICK and TERRY CHESNUT aka TERRY CHESTNUT,

         

        Third-Party
        Defendants.

         
	 
	TERRY
                                         BRAUDRICK,

                                                                                                                         

        Third-Party
        Defendant/

        Counterclaimant/Third-Party

        Plaintiff,

         

        vs.

         

        MAMAKI
        TEA, INC., a Nevada corporation, MAMAKI OF HAWAII, INC., a Nevada corporation, and CURT BORMAN,

         

        Counterclaim
        Defendants,

         

        and

         

        MAMAKI
        TEA & EXTRACT, INC., a Nevada corporation, HAWAII BEVERAGES, INC., a Nevada corporation and DOES 1-100,

         

        Third-Party
        Defendants.

         
	 


 




    	 	 	 



    	 



    

 


STIPULATED
JUDGMENT


 


IT
IS HEREBY STIPULATED by and between Plaintiff SOUTHWEST CAPITAL FUNDING, LTD. (“Southwest”) and Defendant UMED HOLDINGS,
INC. in Civil No. 16-1-0342, and pursuant to Hawai’i Rules of Civil Procedure Rule 54, that final judgment be entered against
Defendant UMED HOLDINGS, INC. as follows:


 


1.
Judgment is entered in favor of Southwest and against Defendant UMED Holdings, Inc., now known as Greenway Technologies, Inc.,
in the amount of SEVEN HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($740,000.00) (the “Judgment Amount”).


 


2.
Southwest is also awarded post-judgment interest on the Judgment Amount at the statutory rate of ten percent (10%) per annum from
and after the date of the Court’s approval and entry of this Final Judgment.


 


3.
This Court shall retain jurisdiction in this matter to resolve any dispute arising from this Stipulated Judgment, and shall have
the discretion to award reasonable attorneys’ fees and costs against the non-prevailing party in any such dispute.


 


4.
This Stipulated Judgment may be executed in counterparts, each of which constitutes an original and all of which constitute one
and the same agreement.


 


DATED:
Hilo, Hawai’i, _________________________.


 


	 	 
	 	TOM
                                         E. ROESSER

        KATHERINE
        A. GARSON

	 	 
	 	Attorneys
                                         for Plaintiff

        SOUTHWEST
        CAPITAL FUNDING, LTD.

	 	 
	 	 
	 	 
	 	Attorneys
                                         for Defendant

        Greenway
        Technologies, Inc.

        f/k/a
        UMED Holdings, Inc.



 


APPROVED
AND SO ORDERED:


 


 


 






JUDGE
OF THE ABOVE-ENTITLED COURT


 


SOUTHWEST
CAPITAL FUNDING, LTD. v. MAMAKI TEA, INC., et al., Civil No. 16-1-0342, Circuit Court of the Third Circuit, STIPULATED JUDGMENT;
ORDER


 




    	 	2	 



    	 



    


 


EXHIBIT
B TO SETTLEMENT AGREEMENT


[Promissory
Note approved as to form and when fully executed to be inserted here]


 


PROMISSORY
NOTE


 


$525,000.00


 


	STATE
    OF TEXAS 	§	 
	 	§	 
	COUNTY
    OF DALLAS 	§	 


 


September
26, 2019


 


FOR
VALUE RECEIVED, the undersigned, Greenway Technologies, Inc. f/k/a UMED Holdings Inc. (“Maker”), unconditionally
promises to pay to the order of Southwest Capital Funding, Ltd. (“Holder”) the principal sum of Five Hundred
and Twenty Five Thousand Dollars ($525,000.00), with interest at the rate of 7.7% per annum (calculated on the basis of a 365
day year) on the unpaid principal balance (the “Applicable Rate”). Principal and interest under this note (the “Note”)
are due and payable as follows:


 


Semi-annual
payments of accrued interest shall be due and payable on February 15 and August 15 of each year, with the first such installment
due on February 15, 2020. All principal and any accrued and unpaid interest shall be due and payable on August 15, 2022 (the “Maturity
Date”)


 


At
the option of the holder of this Note, the entire principal balance and accrued interest owing hereon shall at once become due
and payable, without notice or demand, upon the occurrence at any time of any of the following events (“Events of Default”):


 


	 	(1)	failure
    to make prompt payment of any interest hereon when due;
	 	 	 
	 	(2)	the
    termination, dissolution or cessation of the business, or
	 	 	 
	 	(3)	the
    bankruptcy or insolvency of, the assignment for the benefit of creditors by, or an appointment of a receiver for, any of the
    property of any party liable for the payment hereof, whether as maker, endorser, guarantor, surety or otherwise.


 


The
failure to exercise the option to accelerate the maturity hereof upon the happening of any one or more of the Events of Default
specified herein shall not constitute a waiver of the right of the holder hereof to exercise the same or any other option at that
time or at any subsequent time with respect to such uncured default or any other event of uncured default hereunder or under any
instrument securing, governing or evidencing the loan evidenced hereby. The remedies of the holder hereof, as provided herein
and in any instrument securing, governing or evidencing the loan evidenced hereby, shall be cumulative and concurrent and may
be pursued separately, successively or together, as often as occasion therefor shall arise, at the sole discretion of the holder
hereof. The acceptance by the holder hereof of any payment hereon which is less than payment in full of all amounts due and payable
at the time of such payment shall not constitute a waiver of the rights of the holder hereof to exercise the foregoing option
or any other option granted to the holder hereof in this Note or in any other instrument securing, governing or evidencing the
loan evidenced hereby, at that time or at any subsequent time, or nullify any prior exercise of any such option.


 




    	 	 	 



    	 



    

 


After
an Event of Default or after the maturity hereof, the principal hereof and past-due interest hereon shall bear interest at eighteen
percent (18%) per annum.


 


Except
as otherwise expressly provided herein, the undersigned and all other parties now or hereafter liable for the payment hereof,
whether as endorser, guarantor, surety, or otherwise, severally waive demand, presentment, notice of dishonor, notice of intention
to accelerate the indebtedness evidenced hereby, notice of the acceleration of the indebtedness evidenced hereby, diligence in
collecting, grace, notice and protest, and consent to all extensions which from time to time may be granted by the holder hereof
and to all partial payments hereon, whether before or after the maturity hereof.


 


If
this Note is not paid when due, whether at the maturity hereof or by acceleration, or if this Note is collected through a bankruptcy,
probate or other court, whether before or after the maturity hereof, the undersigned agrees to pay all costs of collection, including
but not limited to reasonable attorneys’ fees, incurred by the holder hereof.


 


All
agreements between the undersigned and the holder hereof, whether now existing or hereafter arising and whether written or oral,
are hereby limited so that in no contingency, whether by reason of acceleration of the maturity hereof or otherwise, shall the
interest contracted for, charged, received, paid or agreed to be paid to the holder hereof, exceed the maximum amount permissible
under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the holder hereof in excess
of the maximum lawful amount, the interest payable to the holder hereof shall be reduced to the maximum amount permitted under
applicable law; and if from any circumstance the holder hereof shall ever receive anything of value deemed interest by applicable
law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the
principal hereof and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof,
such excess shall be refunded to the undersigned. All interest paid or agreed to be paid to the holder hereof shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of
the principal so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law.
This paragraph shall control all agreements between the undersigned and the holder hereof.


 


This
Note may be prepaid, in whole or in part, at any time and from time to time, without premium, penalty, or notice. Except as otherwise
specified herein, any prepayment hereon shall be applied first to accrued interest then due hereon and next to the last maturing
installment of principal due hereunder.


 




    	 	 	 



    	 



    

 


Any
notice or other communication required or permitted hereby, or convenient to the holder, shall be deemed delivered when deposited
(a) in a receptacle of the United States Postal Service, as registered or certified mail, return receipt requested, postage prepaid,
or (b) with an expedited courier service, fees prepaid and addressed to the undersigned at its address.


 


All
obligations, covenants, and terms of payment are expressly performable solely in Dallas County, Texas. The substantive laws of
the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Note. In the event of a dispute
involving this Note, the undersigned irrevocably agrees that venue for such dispute shall lie in any court of competent jurisdiction
in Dallas County, Texas.


 


Executed
the date first above written.


 


	 	Maker:
	 	 
	 	Greenway
    Technologies, Inc.
	 	f/k/a
    UMED Holdings Inc.


 


	 	/s/ Ransom B. Jones
	 	By:	Ransom
    Jones
	 	Its:	Chief
    Financial Officer