Exhibit 10.1


 


SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE


 


This SETTLEMENT AGREEMENT AND MUTUAL
GENERAL RELEASE (hereinafter the “Settlement Agreement” or the “Agreement”), is entered into as
of the 13th day of March, 2019 (hereinafter the “Effective Date”), between and among Auctus Fund, LLC
(hereinafter “Auctus” or the “Fund”), a Delaware limited liability company, on the one hand, and
OriginClear, Inc. (hereinafter “OCLN” or the “Company”), a Nevada corporation, on the other hand,
(each, a “Party,” and collectively hereinafter the “Parties”).


 


WHEREFORE, on or
about April 2, 2018, the Company executed, inter alia, a certain Securities Purchase Agreement (hereinafter the “First
Purchase Agreement” or the “First SPA”) and a certain Convertible Promissory Note (hereinafter the “First
Note” and, with the First SPA and other documents, collectively hereinafter the “First Transaction Documents”),
thereby entering into a contract with Plaintiff Auctus for its investment in OCLN;


 


WHEREFORE, on or
about May 31, 2018, the Company executed, inter alia, a certain Securities Purchase Agreement (hereinafter the “Second
Purchase Agreement” or the “Second SPA”) and a certain Convertible Promissory Note (hereinafter the “Second
Note” and, with the Second SPA and other documents, collectively hereinafter the “Second Transaction Documents”
and with the First Transaction Documents, collectively hereinafter the “Transaction Documents”), thereby entering into
a contract with Plaintiff Auctus for its investment in OCLN;


 


WHEREFORE, the Fund
has alleged that the Company failed and refused to allow it to convert all or portions of the debt, as represented by the Note,
into shares of common stock of OCLN, causing various Events of Default by the Company under the Purchase Agreements and the Notes;


 


WHEREFORE, on or
about February 12, 2019, the Fund filed an action in the United States District Court for the District of Massachusetts, styled
as Auctus Fund, LLC v. OriginClear, Inc., Dkt. No. 1:19-CV-10273-FDS (D. Mass.)(Saylor, J.)(hereinafter the “Litigation”),
alleged, inter alia, breaches of the Purchase Agreements and the Notes;


 


WHEREFORE, the Fund
and the Company have determined it to be in their mutual interests to amicably resolve outstanding business matters, including
any and all potential disputes, claims, and all matters which have been or could have been alleged by Auctus or, which have been
or could have been alleged by the Company;


 


NOW THEREFORE, as
of the Effective Date of this Agreement and in consideration of the promises and the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:


 




     

     


    

 


ARTICLE I


 


CONSIDERATION / MINIMUM SETTLEMENT

 VALUE
/ CONVERSION OF SETTLEMENT SHARES


 


1.1 Settlement
Purpose. The Parties agree and acknowledge that the execution of this Settlement Agreement does not constitute an admission
by any of the Parties of any liability of any kind or of any wrongdoing by any entity or individual, and the Parties each specifically
deny any and all liability or wrongdoing. The Parties agree and acknowledge that they understand that this Agreement is entered
into solely for the purpose of avoiding the possible future expenses, burdens or distractions of a continuing dispute or litigation.


 


1.2 Consideration.
a) In consideration for the release, covenants, terms and conditions of this Settlement Agreement, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree and acknowledge that a total of Five Hundred – Seventy Thousand and 00/100
($570,000.00) Dollars (U.S.) in principal and interest, remains outstanding under the Notes (hereinafter the “Minimum
Settlement Value” or the “Settlement Value”) as of the Effective Date, pursuant to the terms of the
Notes.


 


b) In
consideration for the release, covenants, terms and conditions of this Settlement Agreement, the receipt and sufficiency of which
is hereby acknowledged, The Company agrees to irrevocably authorize and reserve a sufficient amount of shares of the Company’s
common stock pursuant to the reserve requirements of the Notes, as follows: an initial amount of One Billion – Seven Hundred
– Fifty – Three – Million – Eight Hundred – Forty – Six Thousand – One Hundred


– Fifty – Four
(1,753,846,154), which shall be increased within thirty (30) calendar days to Five Billion – Two Hundred – Sixty –
One Million – Five Hundred – Thirty – Eight Thousand – Four Hundred – Sixty – Two (5,261,538,462)
shares) (hereinafter the “Settlement Shares”) of the common stock of the Company (hereinafter the “Common Stock”)
for issuance upon conversion by the Fund of the amounts owed under the Notes, in accordance with the terms of the Notes (including
but not limited to the beneficial ownership limitations contained in the Notes), as contemporaneously executed herewith. Such irrevocable
authorization and reservation for the initial amount by the Company shall occur by no later than one (1) business day, and for
the increase no later than thirty (30) calendar days, after the Effective Date.


 


c) The
Fund’s resale of the Company’s common stock received pursuant to any conversion under the Notes shall be subject to
the following leak-out provisions:


 


i) Except
as otherwise expressly provided herein, and provided that the Company has not breached any of the provisions of the Settlement
Agreement, for a period commencing on the Effective Date and for a period of one hundred – eighty (180) days thereafter
(hereinafter the “Leak-Out Period”), Fund may publicly sell daily the greater of: a) twenty - five (25.00%) percent
of the average daily trading volume over the prior thirty (30) day trading period, or b) Ten Thousand and 00/100 ($10,000.00)
Dollars (U.S.) in net daily transaction value (net of fees, brokerage fees, transfer agent fees, and such similar fees in the
ordinary course of business), in settlement of converted shares of the Defendant’s publicly traded common stock) in settlement
of converted Shares.


 




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ii) All
Shares subject to this Agreement will be subject to irrevocable instructions delivered to the Transfer Agent, as defined in the
Settlement Agreement, concurrently herewith in form and substance satisfactory to the Fund to ensure prompt compliance with the
terms of this Agreement, including providing for releases of the Shares or removal of legends, subject to compliance with applicable
securities regulations, as set forth in such instructions. Such instructions will include a direction requiring the transfer agent
to deliver to each party to this Agreement upon request a report setting forth the shareholdings of each party hereto and any transfers
of such shares that may have occurred.


 


1.3 Stipulated
Preliminary Injunction. As further consideration for the releases, covenants, terms and conditions of this Settlement Agreement,
the receipt and sufficiency of which is hereby acknowledged, the Fund and the Company agree and stipulate to direct their attorneys
to file the Joint Motion and the [Proposed] Stipulated Preliminary Injunction, as an Exhibit thereto, in the form attached hereto
as Exhibit A.


 


1.4 Company
Obligations / Transfer Agent. a) Upon the Effective Date, the Company shall file and deliver such documents, instruments
and/or otherwise to increase the amount of Common Stock and take such other steps, as necessary and appropriate, in order to establish
a sufficient amount of shares and to guarantee full availability of the full amount of the Settlement Shares for conversion by
the Fund.


 


b) The
Company agrees and acknowledge that the ability of the Fund to convert and accept delivery of the Settlement Shares and sell such
Shares in a timely manner is a material obligation of this Agreement and agrees to irrevocably authorize and instruct the Company’s
Transfer Agent and such officers, directors and perform its obligations hereunder, at times relevant hereto, on behalf of and without
further action by the Fund.


 


c) The
Company agrees to deliver to its transfer agent, Corporate Stock Transfer, Inc. (hereinafter the “Transfer Agent”),
such necessary and appropriate letter(s) of instruction (hereinafter the “Letter of Instruction”), in the form attached
hereto as Exhibit B, authorizing and instructing the Transfer Agent to issue and deliver such Shares of the Company’s Common
Stock as contemplated herein, and for the conversion and issuance in the name(s) of the Fund or its designated nominee(s) as registered
holder, for the benefit of the Fund, of the securities as set forth herein.


 


1.5 Closing
Date. The closing of the transactions contemplated by this Agreement (hereinafter the “Closing”) shall occur
shall be 5:00 p.m. Eastern Standard Time, on March 13, 2019, or such other mutually agreed time as may be agreed to by the Parties.


 


1.6
Conditions to Closing. The obligation of the Fund to tender and deliver the Settlement Value in consideration and as
identified in Paragraph 1.2(b) above, is contingent upon: a) execution of this Settlement Agreement and the leak-out terms by
the Company, and the Letter of Instruction, by the Company and the Transfer Agent, as set forth herein; b) the Company’s
and the Transfer Agent’s delivery of, and the Fund’s receipt of, a fully executed Letter of Instruction, authorizing
the conversion of, in whole or in part, the Settlement Shares of the Company’s Common Stock of not less than the Minimum
Settlement Value; c) the Company’s and Transfer Agent’s immediate delivery of the Settlement Shares to the Fund, at
times and in amounts as determined by the Fund, in its sole and exclusive discretion and as indicated by Auctus’ delivery
of Notice(s) of Conversion in accordance herewith; d) compliance with the make-whole provision for the issuance of such additional
Settlement Shares of the Company’s Common Stock to satisfy the Settlement Value, as set forth herein; and e) certain representations
and warranties of the Company, including, among other things, that no material adverse change in the business of the Company and
that no Event of Default exists at the time of the closing.


 






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ARTICLE II


 


MAKE-WHOLE MINIMUM SETTLEMENT


VALUE /
CONVERSION OF SETTLEMENT SHARES


 


2.1
Make-Whole Settlement Shares. Upon sale by the Fund of the Settlement Shares as issued, conveyed and delivered to Auctus
by the Company in accordance with Paragraph 1.2 hereunder resulting in total net proceeds (net of fees, brokerage fees, transfer
agent fees, and such similar fees in the ordinary course of business) less than the Minimum Settlement Value, the Fund shall be
entitled to additional Settlement Shares of the Company’s Common Stock in accordance with this Paragraph 2.2 as follows:


 


2.2
Mechanics. At any time after the Fund shall have sold all Settlement Shares of Common Stock issued in accordance with
Paragraph 1.2 hereunder (hereinafter the “Make-Whole Eligibility Time”), Auctus may deliver a written notice to the
Company (hereinafter the “Make- Whole Eligibility Notice”, and such date, a “Make-Whole Eligibility Notice Date”)
certifying that Auctus is entitled to receive additional Shares of the Company’s Common Stock (hereinafter the “Make-Whole
Shares”) pursuant to this Paragraph 2.2. The Make-Whole Eligibility Notice shall set forth (A) the number of Make-Whole
Shares to be issued to the Fund in accordance with Paragraph 2.2(a) below, (B) the Make-Whole Consideration (as defined below)
and (C) the aggregate Make-Whole Consideration received by Auctus with respect to the Settlement Value, to date. On the Trading
Day immediately following the receipt of the Make-Whole Eligibility Notice, the Company shall deliver a written notice (hereinafter
the “Make-Whole Additional Shares Notice”) to Auctus setting forth the number of Make-Whole Shares to be delivered
on the related Make-Whole Shares Delivery Date (as defined below) (together with reasonable calculations with respect thereto).
The Company shall issue such Make-Whole Shares to the Fund on the third (3rd) Trading Day after the delivery of the Make-Whole
Additional Shares Notice (hereinafter the “Make-Whole Shares Delivery Date”). On the Make-Whole Shares Delivery Date,
the Company shall (i) (A) provide that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
credit such aggregate number of Make-Whole Shares to which the Fund shall be then entitled to Auctus’ or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable Make-Whole Shares Delivery Date, to
the address set forth in the register maintained by the Company for such purpose pursuant to this Agreement or in the Purchase
Agreements or to such address as specified by the Fund in writing to the Company at least two (2) Business Days prior to the applicable
Make-Whole Shares Delivery Date, a certificate, registered in the name of the Fund or its designee, for the number of Make-Whole
Shares to which Auctus shall be entitled. The Company shall not issue any fraction of a share of Common Stock upon any issuance
of Make-Whole Shares on any Make-Whole Shares Delivery Date. If such issuance would result in the issuance of a fraction of a
share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. In addition
to the Fund’s right to pursue any remedies available to it hereunder, at law or in equity, including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Make-Whole Shares (or to electronically deliver such Make-Whole Shares), any failure by the Company to timely deliver
Make-Whole Shares to Auctus (or its designee) on a Make-Whole Shares Delivery Date shall be subject to the provisions of Paragraph
2.2(a) above, mutatis mutandis.


 






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2.3 Calculation
of Number of Make-Whole Shares. With respect to the Make-Whole Shares Delivery Date, the number of Make-Whole Shares
issuable to the Fund shall equal the greater of (i) zero and (ii) the quotient of (1) the difference (such difference, hereinafter
the “Make- Whole Settlement Amount”) of (x) the Settlement Value with respect to each sale of Shares by Auctus after
the delivery of the Settlement Shares, as provided hereunder, minus (y) the aggregate net consideration received by the Fund from
the resale of all Shares of Common Stock issued by the Company (hereinafter the “Make-Whole Consideration”), divided
by (2) the average trailing closing price for ten (10) Trading Days for the Shares immediately preceding the Make-Whole Shares
Delivery Date. In its sole and exclusive discretion and without waiver of its rights, Auctus may limit the delivery and acceptance
of such Make-Whole Shares, from time-to-time or as may be appropriate or necessary, to a position, which is at or below 4.99% beneficial
ownership of the Company’s authorized and issued outstanding Shares.


 


2.4 Limitations
on Issuances of Make-Whole Shares. Notwithstanding anything in this Paragraphs 2.1 to 2.3 to the contrary, if as of any
given date the aggregate gross consideration received by the Fund from the sale of shares of Common Stock issued hereunder prior
to the Make- Whole Shares Delivery Date exceeds the Settlement Value, no additional Make-Whole Shares shall be issuable hereunder.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF COMPANY


 


Company’s Representations and Warranties


 


The Company hereby represents and warrants to
the Fund as follows:


 


3.1 Incorporation.
The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada, and
has full corporate power to own and operate its business. The Company is duly qualified to transact business in each jurisdiction
where its conduct of business or ownership of property requires such qualification.


 


3.2 Corporate
Power. The Company has full corporate power and authority to execute, deliver and carry out the terms of this Agreement
and to conduct its business.


 


3.3
Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
has been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval
by the directors and stockholders of the Company. This Agreement constitutes the valid and binding obligation of the Company and
is enforceable in accordance with its terms.


 






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3.4 Litigation.
Other than the Litigation, there is no action, suit or proceeding pending against, or, to the knowledge of the Company, threatened
against or affecting the Company before any court or arbitrator or any governmental body, agency or official which could either
individually or collectively materially adversely affect the business, the financial condition or operations of the Company or
have any material adverse effect on the legality, validity or enforceability of this Agreement, or the delivery to the Fund of
the Settlement Shares being conveyed and transferred herein and, to the best of the Company’s knowledge, information and belief,
there is no basis for any such action, suit or proceeding.


 


3.5 No
Conflicting Agreements. There is no provision in the Articles of Organization or Bylaws of the Company and no provision
of any existing mortgage, indenture, contract, or agreement binding the Company or affecting its property, which would conflict
with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement.


 


3.6 Financial
Information. There has been no material adverse change in the business, property, or financial condition of the Company
during the relevant time period preceding the date of this Agreement. During such time period, the Company has not accrued any
material liabilities or obligations (whether accrued, absolute, contingent, or otherwise) of a nature customarily reflected in
financial statements and there are no material undisclosed liabilities or obligations of the Company.


 


3.7 Business
Operations. The Company has not, during the relevant time period preceding the date of this Agreement, been known as or
used any other corporate, trade or fictitious name, nor acquired all or substantially all of the assets, capital stock or operating
units of any person or entity, nor had a business location as any address other than the address set forth herein.


 


3.8 Compliance
With Instruments. The Company is not in violation of any material term of the Company’s Articles of Organization
or Bylaws. The Company is not in material violation of any of the terms or in default under any of their contracts, obligations,
agreements, plans, arrangements, rights and commitments or of any other mortgage, indenture, contract, agreement, instrument, judgment,
decree, order, statute, rule or regulation to which they are subject and a violation of which would have a material adverse effect
on the condition, financial or otherwise, or operations of the Company.


 


3.9 Officers
and Directors. The names of the officers and directors of the Company are set forth in Schedule 3.9, attached hereto. Schedule
3.9 also set forth all indebtedness, if any, of the officers and directors to the Company. Except as set forth on Schedule 3.9,
none of the officers or directors, or their respective close relatives, or significant employees, or consultants of the Company
owns, directly or indirectly, individually or collectively, any interest in any entity which is a competitor, customer or supplier
of (or has any existing contractual relationship with) the Company.


 




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3.10 Title
and Encumbrances. The Company has good and marketable title to and a valid indefeasible ownership interest in all of its
properties and assets, free and clear of all liens, claims, encumbrances, restrictions, conditions or exceptions.


 


3.11 Capitalization.
As of the Closing, the authorized capital stock of the Company is Eight Billion (8,000,000,000) shares of voting Common Stock,
no par value per Share. As of the Closing, the Company shall have issued and outstanding Two Billion – One Hundred –
Ninety – Six Million – Eight Hundred – Eighty – Three Thousand – One Hundred – Fifty - Seven
(2,196,883,157) shares of Common Stock (representing 100% of all voting securities). Except as set forth on Schedule 3.11, attached
hereto, there are no authorized or outstanding subscriptions, warrants, options, rights (including conversion or preemptive rights),
or other agreements or instruments, orally or in writing, for the purchase or acquisition of any of the Company’s capital stock,
or pursuant to which any person or entity has or may have the right to acquire any class of capital stock or other security of
the Company.


 


3.12 Subsidiaries.
The Company does not own or control, directly or indirectly, any interest in any other corporation, association, joint venture,
partnership or other business entity.


 


3.13 Compliance
with the Law. The Company has not knowingly engaged in any activity nor omitted to take any action as a result of which
it is in, has been in, or has received any notice of, violation of any applicable statute, rule or regulation of any central or
local governmental authority, or any ordinance, order, writ, injunction or decree, or any other requirement of any governmental
body, agency, authority or court (hereinafter referred to as the “Law”) relating to the Company, its business, or its
assets, which action or omission could have a material adverse effect on its assets, business, or the transaction contemplated
in this Agreement. To the best of the Company’s knowledge, the business is presently conducted, and as of the Closing Date, will
be conducted, in compliance with all applicable laws.


 


3.14 Tax
Returns And Payments. The Company expects to file all tax returns and reports as required by law. These returns and reports,
when filed, will be true and correct in all material respects. To its knowledge, the Company has paid all taxes and other assessments
as having been due and owing.


 


3.15 Periodic
Filings and Reports. Except as set forth on Schedule 3.15, attached hereto, the Company has filed all periodic filings
and reports as required by the Commission, by law and as due to date. These periodic filings and reports are true and correct in
all material respects. To its knowledge, the Company has paid all fees and other assessments as having been due and owing.


 


3.16 Changes.
During the relevant time period preceding this Agreement, there have not been:


 


a) any
material adverse changes in the assets, liabilities, financial condition or operating results of the Company, except such changes
in the ordinary course of business which have not been, in the aggregate, materially adverse;


 




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b) any
damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the prospects or business
of the Company (as such business is presently conducted and as it is proposed to be conducted);


 


c) any
waiver by the Company of a valuable right or of a material debt owed to it;


 


d) any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and which is not material to the assets, properties, financial condition, operating results or business of the
Company (as such business is presently conducted and as it is proposed to be conducted);


 


e) any
change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or to
which the Company or any of such assets or properties is subject;


 


f) any
change in any compensation arrangement or agreement with any officer or director, or any change exceeding ten (10%) percent of
the base salary of any other employee;


 


g) to
the best of Company’s knowledge, any change in any applicable laws, ordinances, or restrictions, or any judicial or administrative
action, which would prevent, limit, impede, or render materially more costly the operation of Company’s business;


 


h) any
declaration or payment of any dividends or any distribution upon the Shares or any capital stock of Company;


 


i) any
material indebtedness incurred for money borrowed or any other liabilities incurred, except for such payables incurred in the ordinary
course of business;


 


j) any
loans or advances to any person, other than ordinary advances for travel expenses or other reimbursable employee expenses in accordance
with the current policy of Company; or


 


k) to
the best of the Company’s knowledge, any other event or condition of any character which might materially and adversely affect
the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted,
and as it is proposed to be conducted).


 


3.17 Brokers.
The Company has not made any commitment or otherwise incurred an obligation to pay any commission to any broker or finder in
connection with the transaction provided for in this Agreement.


 


3.18 Disclosure.
No representation or warranty contained in this Agreement or any statement or information contained in any schedule, exhibit,
certificate, written statement, document or instrument, or any other information attached to, delivered or required to be delivered
pursuant to this Agreement, contains any untrue statement of material fact or omits to state a material fact necessary in order
to make the statements contained herein not misleading or necessary in order to full and fairly provide the information required
to be provided in any such document. There is no fact known to the Company that materially adversely affects the business of the
Company which has not been disclosed to the Investor in this Agreement or the schedules, exhibits or other documents delivered
pursuant to this Agreement. Copies of all documents referred to in this Agreement which have been or are to be delivered to the
Investor are true, correct and complete and include all amendments, supplements or modifications and/or waivers thereof.


 






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ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF FUND


 


Fund’s Representations and Warranties


 


The Fund hereby represents and warrants to Company as follows:


 


4.1 Authorization. The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized by the Managers.
This Agreement constitutes the valid and binding obligation of the Fund and is enforceable against the Fund in accordance with
its terms.


 


4.2 Brokers. The Fund has
not made any commitment or otherwise incurred an obligation to pay any commission to any broker or finder in connection with the
transaction provided for in this Agreement.


 


4.3 Accredited Investor.
The Fund is an “Accredited Investor”, as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities
Act.


 


4.4 Investment. The Fund
is acquiring the Shares, as provided by this Agreement, for his own account, investments purposes only, without a view to or for
resale in connection with, any distribution of such securities.


 


4.5 Sophistication. By reason
of the Fund’s knowledge and experience in financial and business matters generally, and in investments of this type in particular,
the Fund is capable of evaluating the merits and risks of any investment in the Shares, as contemplated under this Agreement.


 


ARTICLE V


 


FUND’S CONDITIONS TO CLOSING


 


5.1 Fund’s Conditions to
Closing. The Company shall use its best efforts to ensure that all conditions to the Closing set forth in this
Agreement are satisfied on or prior to the Closing Date, including executing and delivering all documents required to be
delivered by the Company at the Closing and taking any and all actions which may be necessary on its part to cause each other
party to such documents to so execute and deliver each document. The obligation of the Fund to acquire the Settlement Shares
hereunder at the Closing shall not be subject to any condition, except as set forth herein, at the Closing.


 






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5.2 Exhibits. The Company
shall have executed and delivered all of the Exhibits hereto, and the Company and the Transfer Agent shall have executed
and delivered the Letter of Instruction.


 


5.3 Officer’s Certificate.
The Company shall deliver a certificate executed by an officer of the Company and the Subsidiaries stating, among other things,
that (a) the representations and warranties contained herein are true, correct and complete in all material respects on and as
of the Closing Date and (b) the Company has performed and complied in all material respects with all agreements and conditions
contained in the documents required to be performed or complied with by it prior to or at the Closing.


 


5.4 All Proceedings to Be Satisfactory.
All corporate and other proceedings to be taken and all waivers, consents, approvals, qualifications and filings required to
be obtained or effected in connection with the execution, delivery and performance of this Agreement and the other documents and
the transactions shall have been taken, obtained or effected (except for the filing of any notice subsequent to the Closing that
may be required under applicable Federal or state securities laws, which notice shall be filed on a timely basis following the
Closing as so required), and all documents incident thereto shall be reasonably satisfactory in form and substance to the Fund.
The Fund shall have received all such originals or certified or other copies of such documents as have been reasonably requested
by it.


 


5.5 Stop Orders. No stop
order or suspension of trading shall have been imposed by the SEC or any governmental authority or SRO with respect to public trading
of the Company’s Common Stock.


 


ARTICLE VI


 


CONDITIONS TO OBLIGATIONS OF THE COMPANY AT CLOSING


 


6.1 Company’s Conditions to
Obligations at the Closing. The obligations of the Company to issue the Common Stock to the Fund pursuant to the terms
of the Notes and this Agreement shall be unconditional.


 


6.2 Compliance with Agreements.
The Fund shall have performed and complied with all agreements, covenants and conditions contained herein, in each of the other
documents and in any other documents contemplated hereby or thereby which are required by the terms hereof or thereof to be performed
or complied with by the Fund on or before the Closing Date, including acquisition of the Settlement Shares of Common Stock.


 


6.3 Representations
and Warranties. All of the representations and warranties of the Fund contained herein or in any of the other
documents to which it is a party shall be true and correct in all material respects on and as of the Closing Date, except for
those representations and warranties of the Fund that speak as of a certain date, which representations and warranties shall
have been true and correct in all material respects as of such date, both before and after giving effect to the transactions
contemplated hereby and by the other documents.


 


6.4 Exhibits. The Fund shall have executed and
delivered all of the Exhibits hereto.


 






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ARTICLE VII


 


GENERAL RELEASES


 


7.1 General Release by the Company. Subject
to the escrow provisions of Paragraph 8.4 below, the General Release, as delivered by the OCLN Releasors (as defined below)
pursuant to this Agreement and for the benefit of the Auctus Releasees (as defined below), is in the form attached hereto as
Exhibit C.


 


7.2 General Release by the Fund.
Subject to the escrow provisions of Paragraph 8.4 below, the General Release, as delivered by the Auctus Releasors (as defined
below) pursuant to this Agreement and for the benefit of the OCLN Releasees (as defined below), is in the form attached hereto
as Exhibit D.


 


ARTICLE VIII


 


MISCELLANEOUS


 


8.1 Filing of Stipulation of Dismissal
with Prejudice in Litigation. Within fifteen (15) days after the delivery of the Minimum Settlement Value to the Fund,
and the conversion of all Settlement Shares by the Fund, as set forth in Paragraph 2 above, the Parties, through counsel, will
cause a Stipulation of Dismissal with Prejudice, in the form attached hereto as Exhibit E, and with all rights of appeal waived,
to be filed in the Litigation with the U.S. District Court. As appropriate and necessary and in the absence of a breach of this
Agreement, the Parties, through counsel, will cause a Joint Motion to Extend Time, or a Joint Motion for Administrative Stay, to
be filed in the Litigation with the U.S. District Court. The Parties covenant and agree that they will instruct their counsel to
cooperate in order to extend and/or stay any litigation deadlines, and to accomplish a full and final dismissal of the Litigation
with prejudice.


 


8.2 Covenant Not to Sue. A
“covenant not to sue” is a legal term which means that a Party promises not to file a lawsuit or other legal claim
against the other Party. The Parties promise not to file a lawsuit, arbitration proceeding, administrative proceeding, or any other
legal claim against the other Party’s Releasees. It is different from the Waiver and Release of All Claims contained in the
Paragraph above. Besides waiving and releasing the claims covered by the Waiver and Release of All Claims, each Party agrees never
to sue any of the other Party’s Releasees in any court, arbitration proceeding, administrative proceeding or otherwise, for
any claim released in this Agreement. Notwithstanding this Covenant Not to Sue, either Party may bring a claim against the other
Party to enforce this Agreement, and may bring any other claim that cannot legally be waived.


 






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8.3 Nondisparagement. Each
Party on his/her/its own behalf and on behalf of their predecessors, parents, affiliates, subsidiaries, divisions,
successors and assigns, and its respective trustees, officers, directors, agents, representatives, employees, principals,
shareholders, heirs, executors, administrators, attorneys, and assigns agrees to refrain from disseminating, uttering or
publishing (including, but not limited to, written, oral, or electronic publication) any disparaging, derogatory or negative
statements, comments or remarks concerning the other Party. Each Party agrees to instruct its officers, staff and
administrative personnel to refrain from uttering or publishing (including, but not limited to, written, oral, or electronic
publication) any disparaging, derogatory or negative statements, comments, or remarks concerning the other Party.


 


8.4 Escrow / Stipulation of Dismissal
/ General Releases. a) As security for its performance of the Company under the provisions of this Agreement, the Fund
shall hold, through its designated agent, Philip M. Giordano, Esq. as escrow agent (the “Fund Escrow Agent”), the Stipulation
of Dismissal, in the forms as attached hereto. Upon certification of compliance by the Fund and the Company of this Agreement,
the Fund Escrow Agent shall be authorized to immediately release and file the Stipulation of Dismissal in the Litigation in the
U.S. District Court for the District of Massachusetts. The Fund Escrow Agent may reasonably rely, in good faith, on such notices
or may seek the court’s determination of the existence of a breach.


 


b) As security for its performance of the
Fund under the provisions of this Agreement, the Company shall hold, through its designated agent, Adam A. Rowe, Esq. as escrow
agent (the “Company Escrow Agent,” collectively, with the Fund Escrow Agent, hereinafter the “Escrow Agents”),
the General Releases, in the forms as attached hereto. Upon certification of compliance by the Fund and the Company of this Agreement,
the Company Escrow Agent shall be authorized to immediately release the General Releases to each Party. The Company Escrow Agent
may reasonably rely, in good faith, on such notices or may seek the court’s determination of the existence of a breach.


 


c) The Escrow
Agents act hereunder as a depositary only, are not taking title to the Stipulation of Dismissal or the General Releases
(hereinafter the “Escrowed Documents”), and are not responsible or liable in any manner whatsoever for any aspect
of the management, maintenance or care of the Escrowed Documents. The Escrow Agents shall not be liable for acting upon any
written notice, request, waiver, consent, receipt or other instrument or document which the Escrow Agents, in good faith,
believe to be genuine and what it purports to be. It is understood and agreed that the duties of the Escrow Agents hereunder
are purely ministerial in nature and that they shall not be liable for any error of judgment, fact or law, or any act done or
omitted to be done. The Escrow Agents’ determination as to whether an event or condition has occurred, or been met or
satisfied, or as to whether a provision of this Agreement has been complied with, or as to whether sufficient evidence of the
event or condition or compliance with the provision has been furnished to it, shall be final and binding on the Parties
hereto and shall not subject the Escrow Agents to any claim, liability or obligation whatsoever, even if it shall be found
that such determination was improper and incorrect. If, at any time either of the Escrow Agents shall receive conflicting
notices, claims, demands or instructions with respect to the Escrow Documents, he/they shall be permitted to withhold action
pending a determination by a Court of competent jurisdiction as to his/their obligations. The Escrow Agents may resign at any
time for any reason upon written notice given to the Parties of not less than ten (10) calendar days prior to its
effectiveness. The Parties agree to indemnify and hold harmless the Escrow Agents for any act, taken in good faith. Nothing
in this Agreement or in any Settlement Document precludes the Escrow Agents from representing, or continuing to represent, as
counsel to Auctus or to OCLN, respectively, and each Party expressly waive, directly and indirectly, any conflict of
interest, actual or apparent, by the Escrow Agent acting in his capacity as counsel. The Escrow Agents shall be under no
obligation to institute or defend any actions, suits or legal proceedings in connection herewith or take any other action
likely to involve him/them in expense unless first indemnified to his/their reasonable satisfaction.


 






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8.5 Voluntary and Knowing Agreement. Each Party
hereby warrants and represents that:


 


		●	It is competent, as a matter of law, to enter into this
Agreement;



 


		●	It has been advised and encouraged in writing by the other
Party to consult with an attorney before signing this Agreement;



 


		●	It has consulted with an attorney before signing this Agreement;



 


		●	It has relied on its own judgment and that of its counsel
regarding the consideration for and language of this Agreement;



 


		●	The signatories have been authorized, as necessary, to
execute this Agreement;



 


		●	It understands this document and has obtained answers to
questions which it has raised about the document; and,



 


		●	No statements made by any other Party have in any way coerced
or influenced it to execute this Agreement.



 


8.6 No Admission of Liability.
It is agreed and understood that, by entering into this Agreement, there is no admission of liability or wrongdoing by any
Party whatsoever. This Agreement arises solely from the Parties’ desire to resolve expeditiously the Purchase Agreements,
the Notes, and/or the business relationship between and among Auctus and OCLN, on mutually beneficial terms and conditions, and
to avoid any disputes or costs related thereto. The existence and execution of this Agreement shall not be considered, and shall
not be admissible, in any proceeding as an admission by either Party.


 


8.7 Termination of the Purchase Agreements,
and Satisfaction of the Notes. The Parties agree that, delivery of the Consideration of not less than the Minimum Settlement
Value, and the conversion of the entirety of the amount of the Settlement Shares, as provided herein, each Party agrees and acknowledges
that the Purchase Agreements and the Notes are, and shall be, immediately terminated, and shall have no further force and effect.
Notwithstanding anything to the contrary contained in this Settlement Agreement, if the Company breaches any of the provisions
contained in this Settlement Agreement, then Auctus, in the Fund’s sole and exclusive discretion, may take such remedial
action, in the litigation or otherwise, or may, in its sole and exclusive discretion, terminate this Settlement Agreement (with
the understanding that the Settlement Agreement shall have no further force and effect if terminated).


 


8.8 Costs and Attorneys’ Fees.
Each Party understand and agree that each Party will be solely responsible for all expenses incurred by them respectively
or on their behalf, including but not limited to their respective attorneys’ fees, costs, and disbursements pertaining to
any and all matters.


 






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8.9 Governing Law/Forum.
This Agreement shall be construed in accordance with the laws, including the law of conflicts, of the State of Nevada, without
reference to its conflicts/choice of law rules, and, where applicable, under federal law. Any controversy which may arise between
the Parties relating to this Agreement, its enforcement or otherwise shall be only brought in the federal or state courts, sitting
solely and exclusively in Boston, Suffolk County, Commonwealth of Massachusetts.


 


8.10 Entire Agreement. This
Agreement constitutes the complete understanding between and among OCLN and Auctus and supersedes all prior agreements and understandings,
oral or written, between the Parties hereto, including but not limited to the Purchase Agreements and the Notes. No other promises
or agreements, either express or implied, shall be binding unless in writing and signed by the Parties after the execution of this
Agreement.


 


8.11 Severability. Should
any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable
for any reason, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal, invalid
or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. Upon any finding by a court of competent
jurisdiction that any of the waivers or releases contained in this Agreement are illegal, invalid or unenforceable, the Parties
agree, at the other Party’s request, to execute promptly a waiver and release of comparable scope that is legal and enforceable.


 


8.12 No Waiver. The failure
of any of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver
or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.


 


8.13 Notices. Any notice
or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by overnight
delivery carrier of national reputation, sent by facsimile transmission (and immediately after transmission receipt of which has
been confirmed by telephone by the sender) or sent by certified, registered or express mail, postage prepaid. Any such notice shall
be deemed given when so delivered personally, sent by overnight delivery, or sent by facsimile (and immediately after receipt of
which has been confirmed by telephone by the sender) or, if mailed, when confirmation of receipt has been received, as follows:


 


(i) If to Auctus to:


 


Auctus Fund, LLC


545 Boylston Street, 2nd Floor


Boston, Massachusetts
02116 USA


 




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With copies to:


 


Philip M. Giordano, Esq.


Giordano & Company, P.C.


REED &
GIORDANO, P.A.


47 Winter Street, Suite 800


Boston, Massachusetts 02108-4774


 


(ii) If to the Company:


 


OriginClear, Inc.


Attn: T. Riggs Eckelberry, Chief Executive Officer


525 S. Hewitt
Street


Los Angeles, California 90013


 


With copies to:


 


Aaron A. Rowe, Esq.


CROWE & DUNN


77 Franklin Street, 3rd Floor


Boston, Massachusetts
02110


 


Any Party may, by notice given in accordance with this paragraph
to the other Party, designate another address or person for receipt of notices hereunder.


 


8.14 Execution. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, but which together shall constitute one Agreement.


 


8.15 Amendment. This Agreement may not be amended
orally, but may only be amended by a written instrument signed by both Parties.


 


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THE FUND AND THE COMPANY ACKNOWLEDGE THAT THEY HAVE READ
THIS AGREEMENT, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT.


 


IN WITNESS WHEREOF, the Parties have duly executed this Agreement
under as a sealed instrument, effective as of March 13, 2019.


 


	AUCTUS FUND, LLC	 	ORIGINCLEAR, INC.,
	 	 	 
	By:	/s/ Lou Posner	 	By:	/s/ T. Riggs Eckelberry
	 	[Name and Title]	 		[Name and Title]
	 	Lou Posner, Managing Director	 	 	T. Riggs Eckelberry CEO
	 	 	 
	Dated: 3/13/2019	 	Date: March 13, 2019


 




 


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