Exhibit 10.1


 


SETTLEMENT, GENERAL, AND MUTUAL RELEASE
OF CLAIMS, AND 


ASSIGNMENT OF INTEREST TRANSFER AGREEMENT


 


THIS SETTLEMENT, GENERAL RELEASE
OF CLAIMS, AND ASSIGNMENT OF INTEREST TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of March 31,
2016, by and between MCPI, Inc. (“MCPI”), a Nevada corporation, Bendor Investments Ltd. (“Bendor”),
an Oregon corporation, and Charles Stidham, an individual residing in Texas (“Stidham”) (Bendor and Stidham are each
referred to individually as a “Buyer”, and collectively, “Buyers”).


RECITALS:


 


WHEREAS, the Buyers and MCPI have come
to a point where it is no longer economically feasible nor desirable for them to work collaboratively at managing and operating
certain medical and recreational marijuana dispensaries (the “Stores”) located in the State of Oregon; and


 


WHEREAS, Buyers have advanced approximately
$1,095,389.57 (the “Loan”) to fund the operations of the Stores and MCPI but MCPI lacks the funds to repay the Loan
and the interest accruing thereon and lacks the funds to operate the Stores; and


 


WHEREAS, MCPI has asserted a claim against
Bendor alleging that Bendor owes it approximately $342,695.47 for management fees relating to the Stores’ operations, which
claim Bendor disputes; and


 


WHEREAS, the Buyers and MCPI (collectively
the “Parties”) wish to avoid the expense of litigation and have agreed to settle all of their current and ongoing differences
concerning the claims of the Parties, which have either been alleged or would have been alleged in a court of competent jurisdiction
(the “Dispute”); and


 


WHEREAS, the Parties have agreed to: (1)
resolve the claim(s) or potential counterclaims; and (2) execute mutual releases as set forth herein such that any and all unforeseen,
unanticipated and consequential damages or claims are waived and released whether accrued, accruing or yet to be accrued up to
and including the date hereof subject only to the terms and conditions as specified herein; and


 


WHEREAS, Buyers desire to purchase from
MCPI and MCPI desires to sell to the Buyers, one-hundred percent (100%) of MCPI’s total interest (if any) in the Stores and
Medical Management Systems, Inc., an Oregon corporation (“MMS”); and


 


WHEREAS, Buyers also desire to acquire
the trademark “Medication Station” from MCPI; and


 






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WHEREAS, the Parties deem it to be in their
best interest to enter into this Settlement, General Release Of Claims, and Interest Transfer Agreement (the “Settlement
Agreement”) on the terms and conditions set forth below; and


 


NOW, THEREFORE, in consideration of the
mutual covenants to buy and sell and the performance thereof expressed herein by the parties, and other good and valuable consideration,
the receipt of which is hereby acknowledged, each of the Parties does hereby bind themselves, their heirs, executors, administrators,
and assigns, and hereto agree as follows:


 


SETTLEMENT AGREEMENT


 


		1.	Settlement. MCPI agrees to release any and all claims, as further described in Section 2 below, against the Buyers in
exchange for the Buyers agreeing to reduce the principal sum of the Loan owed to Bendor by $342,695.47 (the “Loan Reduction”),
representing the sum MCPI alleges is due it in connection with its prior management of the Stores, in accordance with the following
terms and conditions. Said Loan Reduction shall represent payment in full for all claims relating to the Dispute. Upon execution
of this Agreement, the Parties shall execute a revised Promissory Note in the principal amount of $752,694.10 (the “New Note”),
the amount remaining after deducting the Loan Reduction. Attached hereto and incorporated herein by this reference as Exhibit “A”
is a copy of the revised Promissory Note



		a.	Purchase and Sale of the Stores by Stidham and MCPI



                                                 
i.      Stidham
shall purchase from MCPI, and MCPI shall sell to Stidham, 100% interest of MCPI’s interest in the Stores (if any) and MMS
as well as the assignment of the “Medication Station” trademark for the aggregate purchase price of $25,000.00, to
be paid at Closing through a reduction of the New Note.


                                               
ii.      The purchase
of the Stores shall include the entities known as The Medication Station, Medication Station I and Medication Station II, and
Medical Management Systems, Inc., all Oregon corporations in good standing. MCPI will execute all documents necessary to reflect
the transfer of the Stores to Stidham.


		c.	Closing





 






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		i.	Closing shall be deemed to have occurred upon execution of the Settlement Agreement by all the
Parties.



 


		ii.	At Closing, MCPI will no longer be considered to be a manager of the Stores and will cease to
operate as such. It will have no further right, title or interest in the Stores and all its right, title and interest to any Store
prior to Closing shall no longer exist. From and after Closing, the Stores shall be owned by Stidham. 



		2.	Releases.



		a.	MCPI, for itself and its past, present and future administrators, agents, assigns, attorneys,
executors, heirs, insurers, parents, partners, predecessors, representatives, servants, subsidiaries, successors, transferees,
underwriters, clients, customers, and all persons acting by, through, under or in concert with any of them, and each of them, hereby
releases and discharges:



                                                    
i.      Buyers,
their past, present and future administrators, agents, assigns, attorneys, executors, heirs, insurers, parents, partners, predecessors,
representatives, servants, subsidiaries, successors, transferees, underwriters, clients, customers, and each of them; and




                                                  
ii.      all
persons acting by, through, under or in concert with any of them of and from any and all actions, causes of action, claims, costs,
damages, debts, demands, expenses, liabilities, losses and obligations of every nature, character and description, known or unknown,
suspected or unsuspected, actual or contingent, which the releasing party now owns or holds, or has at any time heretofore owned
or held, or may at any time hereafter own or hold, by reason of any matter, cause or thing whatsoever incurred, done, omitted or
suffered to be done arising out of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly
connected with the Dispute or any matters related to the Stores (all such released or discharged items, collectively, the “MCPI
Released Claims”).


		b.	Bendor and Stidham, for themselves and their past, present and future administrators, agents,
assigns, attorneys, executors, heirs, insurers, parents, partners, predecessors, representatives, servants, subsidiaries, successors,
transferees, underwriters, clients, customers, and all persons acting by, through, under or in concert with any of them, and each
of them, hereby releases and discharges:



                                                 
i.        
MCPI, its past, present and future administrators, agents, assigns, attorneys, executors,
heirs, insurers, parents, partners, predecessors, representatives, servants, subsidiaries, successors, transferees, underwriters,
clients, customers, and each of them; and






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ii.        
all persons acting by, through, under or in concert with any of them of and from any and
all actions, causes of action, claims, costs, damages, debts, demands, expenses, liabilities, losses and obligations of every nature,
character and description, known or unknown, suspected or unsuspected, actual or contingent, which the releasing party now owns
or holds, or has at any time heretofore owned or held, or may at any time hereafter own or hold, by reason of any matter, cause
or thing whatsoever incurred, done, omitted or suffered to be done arising out of, or which may hereafter be claimed to arise out
of, related to or in any way directly or indirectly connected with the Dispute or any matters related to the Stores (all such released
or discharged items, collectively, “Buyers’ Released Claims”). The MCPI Released Claims and Buyers Released Claims
are collectively referred to herein as the “Released Claims”.


 


3.                 
Representation and Warranties of MCPI. MCPI hereby represents and warrants to Buyers that:


		a.	MCPI is a Nevada corporation with full power and authority to enter into this Settlement Agreement
and to carry out its obligations hereunder. The execution, delivery, and performance by MCPI of this Settlement Agreement has been
duly authorized by MCPI and this Settlement Agreement is legally binding upon MCPI in accordance with its terms; 



		b.	The execution, delivery, and performance by MCPI of this Settlement Agreement and the transactions
contemplated thereby will not (i) violate the provisions of any order, judgment, or decree of any court or other governmental agency
or any arbitrator applicable to MCPI or its Articles of Incorporation or Bylaws; or (ii) result in a material breach of or constitute
(with due notice or lapse of time or both) a material default under any contract or agreement to which MCPI is a party or by which
MCPI is bound; and 



		c.	MCPI is a beneficial and record holder of an interest in the Stores, and upon consummation of the transactions contemplated
by this Agreement, MCPI shall have transferred to Buyers and Buyers shall have obtained from MCPI all right, title and interest
in the Stores, free and clear of any and all liens, mortgages, hypothecations, collateral assignments, charges, encumbrances, title
defects, security interests or claims (whether recorded or unrecorded) of any kind.



  



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4.        Representations
and Acknowledgements of the Parties. Each of the Parties acknowledge that there is a risk that subsequent to the execution
of this Agreement, one or more Parties will incur or suffer loss, damages or injuries which are in some way caused by or related
to the Released Claims, but which are unknown and unanticipated at the time this Agreement is signed. All parties do hereby assume
the above-mentioned risk and understand that this Agreement SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF THE TRANSACTIONS
AND OCCURRENCES DESCRIBED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED, each of the Parties acknowledges in executing the releases
(the “Releases”) contained in this Agreement, that each does so with full knowledge of any and all rights and benefits
that each might otherwise have had , and each, upon the advice of counsel, hereby waives and relinquishes any and all such rights
and benefits. Each of the Parties acknowledges and agrees that this waiver is an essential and material term hereof, without which
this Agreement (including, without limitation, the Releases) would not have been entered into.


 


Each of the Parties further acknowledges
that each may hereafter discover facts different from or in addition to those known or believed to be true with respect to the
Released Claims. Each of the Parties agrees that the Releases shall be and shall remain effective in all respects, notwithstanding
any such different or additional facts, or any facts which are intentionally concealed from either party by the other. In this
regard, and without limitation, each of the Parties declares that it realizes that it may have damages it presently knows nothing
about and that, as to them, they have been released pursuant to the Releases. Each of the Parties further declares that it understands
that the parties being released would not have agreed to compromise their respective claims if the Releases did not cover damages
and their results which may not yet have manifested themselves or which may be unknown or not anticipated at the present time.


 


5.        Miscellaneous.


		a.	The Releases shall not be deemed an admission by any of the Parties of any sort. No right shall inure to any third party from
the obligations, representations and agreements made or reflected herein.



		b.	Each of the Parties represents and warrants that it alone is the owner of the Released Claims, that it has not heretofore assigned
or transferred, nor purported to assign or transfer to any third party, and is not aware of any third party, who might assert some
interest in any of the Released Claims. Each Party further agrees to indemnify, defend and hold harmless the other from all liability,
claims, demands, damages, costs, expenses and attorneys’ fees incurred by the other Party as a result of any third party
asserting any such assignment or transfer of any such interest, right or claim.






 


 






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		c.	Each of the Parties acknowledges that it has read this Agreement, has been, or has had the
opportunity to be, represented by independent counsel of their own choice in connection with the circumstances leading up to the
execution of the Releases, understands the terms, conditions and consequences of the Releases, and is freely and voluntarily entering
into the Releases.



		d.	By execution of this Release, each releasing party represents and warrants to the released
party that no Claim that he, she or it has, had, might have or might have had in the past against any person or entity released
hereby, has previously been conveyed, assigned, or in any manner transferred, in whole or in part, to any third party. Each releasing
party expressly represents and warrants to the other that he, she or it has full authority to enter into this Release and to release
any and all Claims he, she or it now has, had, might have or might have had in the past against each person or entity released
hereby.



		e.	It is expressly understood and agreed that the terms of this Agreement are contractual and
not merely recitations and that the agreements herein contained are to compromise doubtful and disputed Claims, avoid litigation,
and buy peace and that no releases or other consideration given shall be construed as an admission of liability, all liability
being expressly denied by each released party hereto. 



		f.	Each of the parties hereto hereby irrevocably covenants to refrain from, directly or indirectly,
asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against the other
party hereto or any other party released hereunder based upon any matter purported to be released hereby.



		g.	It is further understood and agreed that this Agreement and the other agreements referenced
herein by and between the Parties contain the entire agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject matter hereof. No oral understandings, statements,
representations, warranties, promises, or inducements contrary to the terms of this Agreement or otherwise not contained in this
Agreement exist. This Agreement cannot be changed or terminated except in writing signed by all parties hereto. The rights, duties
and obligations of the Parties under this Agreement shall operate independently of any other relationship, contractual or otherwise,
between the Parties.



		h.	This Agreement shall be construed in all respects in accordance with the internal laws of the
State of Texas applicable to agreements made and to be performed entirely within Texas. Any dispute which relates to the subject
matter hereof, or arises herefrom, shall be resolved in Dallas County, Texas. 



 


 






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		i.	By execution of this Agreement, each Releasor warrants and represents that he understands that
this is a full, final, and complete settlement with each party released hereby of all known and unknown Claims relating to the
Dispute. The Releases are not conditioned upon the occurrence or nonoccurrence of any event or the granting of any consent or approval
or related to or dependent upon any other event or any agreement or business transaction between the Parties.



		j.	This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective heirs, successors, representatives, assigns, affiliates, agents, shareholders, directors, employees and attorneys, past
and present, and each of them.



		k.	If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable,
the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement and
all transactions contemplated hereby shall be governed by, construed and enforced in accordance with the laws of the State of Texas.
The parties agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the State
of Texas, City of Dallas. 



		l.	THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER
BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS.



		m.	Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly
given on the date of service if served personally or five days after mailing if mailed by first class United States mail, certified
or registered with return receipt requested, postage prepaid, and addressed to the last known address of the Parties.



		n.	This Agreement may be signed in one or more counterparts, each of which shall constitute an
original but all of which, when taken together, shall constitute one and the same agreement. If this Agreement is executed in counterparts,
then each Party shall execute sufficient counterpart signature pages for each Party, ultimately, to be provided with an originally
executed counterpart signature page from each Party.



 






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		o.	Each gender shall include the other genders whenever the context may require in this Agreement.



		p.	Each of the individuals whose signature appears below hereby represents and warrants that he
or she has actual authority to enter into this Agreement.



		q.	Each party shall bear his or her own costs and attorneys' fees.



 


[Signatures continue on next page]


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.





	 	  


 


MCPI, INC.


 


 


 


By: /s/ R. Wayne Duke


R. Wayne Duke, President


 


 


 


BENDOR INVESTMENTS, LTD.


 


 


By:/s/ Charles Stidham


Charles Stidham, President


 


 


 


CHARLES STIDHAM


 


 


 


/s/ Charles Stidham


Charles Stidham






 


 


 






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