Exhibit 10.10 Compromise Agreement and Mutual Release


COMPROMISE AGREEMENT AND MUTUAL RELEASE


 


This Compromise Agreement and Mutual Release
(the “Agreement”) is made on March 4, 2014 (the “Effective Date”), by and among the undersigned parties,
in consideration of the promises made herein, as follows.


 


1.Nature and Effect of Agreement.
This agreement consists of a compromise and settlement by each party of that party's claims against the other party and a release
given by each party relinquishing all claims against the other party. By executing this agreement, each of the parties intends
to and does hereby extinguish the obligations heretofore existing between them up to and including the Effective Date of this Agreement.
This agreement is not, and shall not be treated as, an admission of liability by any party for any purpose.


 


2. Nature and Status of Disputes.
This Agreement is intended to compromise and settle each of the following disputes. It is a condition precedent to the enforcement
of this Agreement, that each of the listed disputes (a. – e.) are resolved through the execution and delivery of (i) additional
written agreements, (ii) funds, and (iii) securities (the “RELATED REQUIREMENTS”).


 


a.“PRHL-MANAHAN LITIGATION” means the dispute
and litigation between Premier Holding Corp., a Nevada corporation, (“PRHL”) and Brian Manahan, an individual (“MANAHAN”)
that relates to ownership of 500,000 shares of PRHL common stock. Exhibit A to this Agreement contains the RELATED REQUIREMENTS
for the PRHL-MANAHAN LITIGATION.


 


b.“PURCHASE OF TPC” means the dispute related
to the purchase of The Power Company, LLC by PRHL among PRHL, WePower LLC, WePower Energy Corp., Randall Letcavage (“LETCAVAGE”),
and Marvin Winkler (“WINKLER”). Exhibit B to this Agreement contains the RELATED REQUIREMENTS for the PURCHASE OF TPC.


 


c.“WEINFURTER INVESTMENT” means the dispute
related to the $100,000 purchase of membership interests in Winkler Digital, LLC by Jeffrey Weinfurter (“WEINFURTER”).
Exhibit C to this Agreement contains the RELATED REQUIREMENTS for the WEINFURTER INVESTMENT.


 


d.“GLADSTONE INVESTMENT” means the dispute related
to the $204,000 purchase of membership interests in Liquipel Worldwide Licensing LLC by Patricia Gladstone (“GLADSTONE”).
Exhibit D to this Agreement contains the RELATED REQUIREMENTS for the GLADSTONE INVESTMENT.


 


e.“EHRLICH INVESTMENT” means
the dispute related to the $25,000 purchase of membership interests in Liquipel Worldwide Licensing LLC by Paul Ehrlich CPA Defined
Benefit Plan (“EHRLICH”). Exhibit E to this Agreement contains the RELATED REQUIREMENTS for the EHRLICH INVESTMENT.


 




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3.Mutual Compromise Agreement. Each
party, in consideration of the promises and concessions made by the other, hereby compromises and settles any and all past, present,
or future claims, demands, obligations, or causes of action, whether based on tort, contract, or other theories of recovery, that
the party now has or may hereafter have against the other party and the other party's predecessors and successors in interest,
heirs, and assigns, arising from the subject matters described in Paragraph 2.


 


4.Mutual General Release. Each of
the parties, on behalf of such party and such parties descendants, ancestors, dependents, heirs, executors, administrators, and
assigns, hereby fully releases and discharges the other party and that party's descendants, ancestors, dependents, heirs, executors,
administrators, and assigns, from all rights, claims, and actions that each party now has against the other party. Notwithstanding
the foregoing Release, the parties do not intend to release the parties’ of their respective obligations under this Agreement.


 


5.Unknown Claims.


 


a.Each party acknowledges and agrees that
the release applies to all claims for injuries, damages, or losses (whether those injuries, damages, or losses are known or unknown,
foreseen or unforeseen, patent or latent), that such party may have against any other party up to and including the Effective Date.
Each party waives application of Civil Code Section 1542.


 


b.Each party certifies reading and understanding
the following provisions of Civil Code Section 1542:


 


"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially
affected his settlement with the debtor."


 


c.Each party understands and acknowledges
that in consequence of this waiver of Civil Code Section 1542, even if a party should eventually suffer additional damages arising
out of the disputes identified in Paragraph 2, such party will not be able to make any claim for those damages. Furthermore, each
party acknowledges that such party consciously intends these consequences even as to claims for damages that may exist as of the
date of this release but that such party does not know exist, and that, if known, would materially affect such party’s decision
to execute this release, regardless of whether such party’s lack of knowledge is the result of ignorance, oversight, error,
negligence, or any other cause.


 


6. Advice of Attorney. Each party
warrants and represents that in executing this agreement, the party has relied on legal advice from the attorney of such party’s
choice; that the terms of this agreement have been read and its consequences (including risks, complications, and costs) have been
completely explained; and that such party fully understands the terms of this agreement. Each party further acknowledges and represents
that, in executing this release, such has not relied on any inducements, promises, or representations made by the other party or
any person representing or serving the other party.




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7. Conditions of Execution. Each
party acknowledges and warrants that execution of this release is free and voluntary.


 


8.Execution of Other Documents. Each
party to this agreement shall bear all attorneys' fees and costs arising from that party's own counsel in connection with this
agreement, and the matters referred to herein, and all related matters. This paragraph shall be applicable to this entire agreement.


 


9.Governing Law. This agreement is entered into,
and shall be construed and interpreted, in accordance with the laws of the State of California.


 


10.Facsimile Counterparts. A facsimile,
telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and such executed copy may be delivered
by facsimile of similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party
can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.


 


11.DISCLOSURE OF CONFLICT, INDEMNITY
AND HOLD HARMLESS. Each party acknowledges that Richard O. Weed, Lawyer and Counselor (“WEED”), has existing relationships
with one or more parties to this Agreement and that WEED is unable to provide independent legal advice to any party to this Agreement,
that WEED has informed each party to seek independent legal advice of such party’s own choosing before entering this Agreement
or the RELATED REQUIREMENTS, and that WEED is not acting as counsel for any party to this Agreement and would be unable to represent
any party in any dispute related to the subject matter of this Agreement. Moreover, each party agrees to indemnify and hold WEED
harmless to the fullest extent possible from any claims, costs, or other obligations, including the fees of outside counsel, in
defending WEED against any claim or liability under this Agreement.


 


IN WITNESS HEREOF, each of the undersigned parties
have duly executed this Agreement to be effective as of the date set forth above.


 


PREMIER HOLDING CORP.


 


By: /s/ Randy Letcavage


Name: Randall M. Letcavage


Title: Chief Executive Officer




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        BRIAN MANAHAN

         

         

         

        By: /s/ Brian Manahan

        Name: Brian Manahan

         

        MARVIN WINKLER

         

         

        By: /s/ Marvin Winkler

        Name: Marvin Winkler

         

        WEPOWER LLC

         

         

         

        By: /s/ Marvin Winkler

        Name: Marvin Winkler

        Title: Managing Member

         

        JEFF WEINFURTER

         

         

         

        By: /s/ Jeffrey Weinfurter

        Name: Jeffrey Weinfurter

         

        PATRICIA GLADSTONE

         

         

         

        By: /s/ Patricia Gladstone

        Name: Patricia Gladstone

         
	
        Paul Ehrlich CPA Defined Benefit Plan (“EHRLICH”)

         

         

        By: /s/ Paul Ehrlich as Trustee for the Paul Ehrlich CPA Defined
        Benefit Plan

        Name: Paul Ehrlich as Trustee for the Paul Ehrlich CPA Defined Benefit
        Plan

         

        WEPOWER ENERGY CORP.

         

         

        By: _______________________

        Name: Sam Winkler

        Title: President

         

        WINK DIGITAL, LLC

         

         

         

        By: /s/ Marvin Winkler

        Name: Marvin Winkler

        Title: Managing Member

         

        Liquipel Worldwide Licensing LLC

         

         

        By: /s/ Brian Manahan

        Name: Brian Manahan

        Title: Secretary

         



 


 


 




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EXHIBIT A


RELATED REQUIREMENTS FOR THE PRHL-MANAHAN LITIGATION


 


1.PRHL agrees to pay MANAHAN the sum of $35,000, payable as
follows: $5,000 immediately upon execution of this agreement. If said payment is not made, this agreement as to the MANAHAN LAWSUIT
becomes null and void. A $30,000 promissory note will also be given in favor of MANAHAN by PRHL and guaranteed by Randy Letcavage
payable in equal monthly installments of $2,500 per month on or before the 25th calendar day of each month commencing
February 25, 2014.


 


2.Marvin Winkler or WEPOWER ENERGY CORP. will transfer $15,000
of PRHL common stock (83,334 shares valued at $.18 per share) to MANAHAN.


 


3.MANAHAN agrees to sell no more than 30,000 shares of PRHL
per month during the period ending June 30, 2014. Further LETCAVAGE and/or PRHL and/or its successor agrees to take all actions
necessary to ensure that the stock is free to trade without restrictions except as set forth in this paragraph.


4.MANAHAN agrees
to dismiss the Complaint filed against Letcavage and PRHL upon final payment as described in paragraph 1 to Exhibit A. The parties
further agree, pursuant to Code of Civil Procedure Section 664.6, that the Orange County Superior Court shall retain jurisdiction
to enforce the terms of this Agreement and/or modify it to facilitate the intent of the Agreement, subsequent to the dismissal
of the Complaint upon noticed motion of any party.


5. Nothing in
this Agreement shall release the transfer agent from any claims that MANAHAN may have against him/her in connection with this matter.


 


6.MANAHAN
shall provide WEED with the full legal name, taxpayer identification number, mailing address, telephone number and email address
for delivery of the shares of PRHL common stock.


 




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EXHIBIT B


RELATED REQUIREMENTS FOR THE PURCHASE OF TPC


 


1.WEPOWER LLC returns 5,000,000 shares of PRHL common stock
to PRHL.


 


2.WEPOWER LLC delivers 2,500,000 shares of PRHL common stock
to PRHL in exchange for the $5,000,000 Promissory Note executed by Kevin Donovan as President of WePower Eco Corp. a Delaware corporation.


 


3.PRHL executes an agreement that will pay WEPOWER LLC one (1)
share of PRHL common stock for every Four Dollars ($4.00) of top line revenue earned by PRHL from business referrals by WEPOWER
LLC in writing to PRHL.


 


 


 


 


 


 


 


 


 


 




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EXHIBIT C


RELATED REQUIREMENTS FOR THE WEINFURTER INVESTMENT


 


1. WEPOWER ENERGY CORP. agrees to purchase WEINFURTER’S
membership interest in Wink Digital, LLC for $100,000 payable as follows: 555,556 shares of PRHL common stock (valued at $.18 per
share) provided that the shares are either (a) registered with the SEC for immediate sale, or (b) immediately eligible for resale
without restriction under Rule 144.


 


2.WEPOWER ENERGY CORP. shall acknowledge and agree to Compromise
Agreement and Mutual Release.


 


3.WEINFURTER shall provide WEED with the full legal name, taxpayer
identification number, mailing address, telephone number and email address for delivery of the shares of PRHL common stock.


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT D


RELATED REQUIREMENTS FOR THE GLADSTONE INVESTMENT


 


 


GLADSTONE INVESTMENT” means the dispute related to the $204,000
purchase of membership interests in Liquipel Worldwide Licensing LLC by Patricia Gladstone (“GLADSTONE”).


 


1. WEPOWER ENERGY CORP. agrees to purchase GLADSTONE’S
membership interest in Liquipel Worldwide Licensing LLC for $204,000 payable as follows: 1,360,000 shares of PRHL common stock
(valued at $.15 per share) provided that the shares are either (a) registered with the SEC for immediate sale, or (b) immediately
eligible for resale without restriction under Rule 144.


 


2.WEPOWER ENERGY CORP. shall acknowledge and agree to Compromise
Agreement and Mutual Release.


 


3.GLADSTONE shall provide WEED with the full legal name, taxpayer
identification number, mailing address, telephone number and email address for delivery of the shares of PRHL common stock.


 


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT E


RELATED REQUIREMENTS FOR THE EHRLICH INVESTMENT


 


“EHRLICH INVESTMENT” means the dispute related to the
$25,000 purchase of membership interests in Liquipel Worldwide Licensing LLC by Paul Ehrlich CPA Defined Benefit Plan (“EHRLICH”).


 


1. WEPOWER ENERGY CORP. agrees to purchase EHRLICH’S membership
interest in Liquipel Worldwide Licensing LLC for $25,000 payable as follows: 138,889 shares of PRHL common stock (valued at $.18
per share) provided that the shares are either (a) registered with the SEC for immediate sale, or (b) immediately eligible for
resale without restriction under Rule 144.


 


2.WEPOWER ENERGY CORP. shall acknowledge and agree to Compromise
Agreement and Mutual Release.


 


3.EHRLICH shall provide WEED with the full legal name, taxpayer
identification number, mailing address, telephone number and email address for delivery of the shares of PRHL common stock.


 


 


 


 


 


 


 


 


 






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