Exhibit
10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


This
Settlement Agreement and Release (this “Agreement”) is entered into as of October 7, 2014 (the “Effective
Date”) by and between (a) Richard Johnson (“Johnson”), (b) Peter Bianchi (“Bianchi”),
and (c) Unique Growing Solutions, Inc. (formerly known as Alternative Energy and Environmental Solutions, Inc.), a Nevada corporation
(the “Company”). Collectively, Johnson, Bianchi, and the Company shall be referred to as the “Parties”
and individually each shall be referred to as a “Party”.


 


BACKGROUND


 


WHEREAS,
Johnson is a member of the Company’s Board of Directors (the “Board”);


 


WHEREAS,
Johnson is the Company’s sole officer;


 


WHEREAS,
Johnson owns 25 million shares of the Company’s common stock which amounts to control of 58% of the Company’s shares
of common stock outstanding (“Johnson’s Shares”);


 


WHEREAS,
Bianchi is a member of the Board;


 


WHEREAS,
Johnson and the Company disagree on the future direction of the Company;


 


WHEREAS,
Johnson would like a business he operates to be a sales and leasing concern catering to the greenhouse agricultural industry focusing
on the organic and natural food industry as well as the emerging cannabis sector;


 


WHEREAS,
the Company does not agree this should be the business plan of the Company; and


 


WHEREAS,
Johnson and Bianchi wish to separate themselves from the Company.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the Parties hereby agree as follows:


 


AGREED
TERMS


 


	 	1.	Resignation
    of Johnson. On the Effective Date, Johnson will submit to the Company, and the Company will accept, a letter of resignation,
    in which Johnson resigns, effective immediately, as a member of the Board and as the sole officer of the Company.









 



    	



    	 



    







 


		2.	Resignation
                                         of Bianchi. On the Effective Date, Bianchi will submit to the Company, and the Company
                                         will accept, a letter of resignation, in which Bianchi resigns, effective immediately,
                                         as a member of the Board.



 


	 	3.	Cancellation
    of Johnson’s Shares. On the Effective Date, Johnson will return any physical share certificates evidencing Johnson’s
    Shares to the Company so that the Company may cancel Johnson’s Shares.






 


	 	4.	Preferred
    Shares Will Not Be Issued to Johnson. Notwithstanding the terms of the employment agreement signed by Johnson and the
    Company on August 1, 2014, Mr. Johnson will not be issued any shares of preferred stock once one or more Certificates of Designations,
    Preferences, and Rights of Preferred Stock is filed with the State of Nevada.






 





	 	5.	Two
    Months’ Salary to be Paid to Johnson. The Company will pay Johnson Forty Thousand dollars ($40,000) as provided
    herein. This sum represents Johnson’s salary for the two months he was the sole officer of the Company.



 





	 	6.	One-Time
Consulting Fee to be Paid to Johnson. The Company will pay Johnson a one-time consulting fee of Twelve Thousand dollars ($12,000)
as provide herein. The total sum that the Company will pay to Johnson is Fifty Two Thousand dollars ($52,000) (the “Settlement
Payment”). The Settlement Payment shall be paid by wire from the Company to Johnson not later than three business days
after the Effective Date.



 





	 	7.	Issuance
    of 100,000 Shares of Company Stock to Johnson. Not later than three business days after the Effective Date, the Company
    shall instruct its transfer agent to issue 100,000 shares of the Company’s common stock to Johnson (the “Initial
    Issuance”).



 


	 	8.	Issuance
    of Additional 100,000 Shares of Company Stock to Johnson. In the event that the Company completes the acquisition of a
    food company to which Johnson introduced the Company, the Company shall instruct its transfer agent to issue 100,000
    shares of the Company’s common stock to Johnson on the date such acquisition is completed (the “Second Issuance”).
    For the sake of clarity, the Second Issuance, if issued, shall be in addition to the Initial Issuance.






 



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		9.	Renaming
                                         of Company. Not later than three business days after the Company’s transfer
                                         agent confirms to the Company that Johnson’s Shares have been cancelled, the Company
                                         shall file a Certificate of Amendment to its Articles of Incorporation with the State
                                         of Nevada changing its name from Unique Growing Solutions, Inc. to another name. The
                                         Company shall notify the other Parties of the new name of the Company not later than
                                         three business days after the Company files the Certificate of Amendment to its Articles
                                         of Incorporation with the State of Nevada. For the sake of clarity, the filing of this
                                         Certificate of Amendment will insure that the Company does not stop Johnson from utilizing
                                         the name “Unique Growing Solutions, Inc.” as the name of an entity Johnson
                                         operates in the future.
	 	 	 
	 	10.	Stock
                                  Purchase Agreements and Warrant Purchase Agreements Null and Void. Johnson understands that
                                  any Stock Purchase Agreements between a shareholder of the Company and any of the following
                                  people or entities and Warrant Purchase Agreements between a warrant holder of the Company and
                                  any of the following people or entities, whether or not signed by one or both parties to such
                                  Stock Purchase Agreements or Warrant Purchase Agreements, are hereby null and void: Johnson,
                                  Artesian Ventures, Jesse F. Ortega, Chris Johnson, Blake Johnson, and Sabrina Johnson.
	 	 	 
	 	11.	Non-Compete.
                                  For twelve months following the Effective Date, the Company agrees to not start a new entity
                                  that operates as a sale and leasing concern catering to the greenhouse agricultural industry
                                  focusing on the organic and natural food industry as well as the emerging cannabis sector.
	 	 	 
	 	12.	Restricted
                                  Securities and Transfer Restrictions. Johnson understands that the shares of the Company’s
                                  common stock issued pursuant to the Initial Issuance and, if applicable, the Second Issuance,
                                  are characterized as “restricted securities” under the Securities Act of 1933, as
                                  amended (the “Securities Act”), inasmuch as this Agreement contemplates that
                                  the Initial Issuance and, if applicable, the Second Issuance, would be transactions not involving
                                  a public offering. The Initial Issuance and, if applicable, the Second Issuance, are being effected
                                  in reliance upon an exemption from registration afforded under Section 4(2) of the Securities
                                  Act, and, as such, the shares of the Company’s common stock issued pursuant to the Initial
                                  Issuance and, if applicable, the Second Issuance will bear a restrictive legend. Johnson acknowledges
                                  that the shares of the Company’s common stock issued pursuant to the Initial Issuance
                                  and, if applicable, the Second Issuance may not be resold without registration under the Securities
                                  Act or the existence of an exemption therefrom or in a transaction not subject thereto. Johnson
                                  represents that he is familiar with Rule 144 promulgated by the Securities and Exchange Commission
                                  pursuant to the Securities Act, as presently in effect, and understands the resale limitations
                                  imposed thereby and by the Securities Act.



 






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	 	13.	Taxes.
                                         Johnson shall be solely responsible for, and is legally bound to make payment of,
                                         any taxes determined to be due and owing (including penalties and interest related thereto)
                                         by him to any federal, state, local, or regional taxing authority as a result of the
                                         Settlement Payment and/or the Initial Issuance and, if applicable, the Second Issuance.
                                         Johnson understands that the Company has not made, and it does not rely upon, any representations
                                         regarding the tax treatment of the sums paid pursuant to this Agreement. Moreover, Johnson
                                         agrees to indemnify and hold the Company harmless in the event that any governmental
                                         taxing authority asserts against the Company any claim for unpaid taxes, failure to withhold
                                         taxes, penalties, or interest based upon the payment of the Settlement Payment and/or
                                         the Initial Issuance and, if applicable, the Second Issuance.
	 		
	 	14.	Mutual
                                         Release. Johnson and Bianchi on behalf of themselves and all persons acting by, through,
                                         under, or in concert with Johnson and Bianchi, and the Company, on behalf of itself,
                                         its predecessors, successors, direct and indirect parent companies, direct and indirect
                                         subsidiary companies, companies under common control with any of the foregoing, affiliates
                                         and assigns, and its and their past, present, and future officers, directors, shareholders,
                                         interest holders, members, partners, attorneys, agents, employees, managers, representatives,
                                         assigns, and successors in interest, and all persons acting by, through, under, or in
                                         concert with the Company, and each of them, hereby release and discharge the other Parties,
                                         together with all persons acting by, through, under, or in concert with Johnson and Bianchi,
                                         and together with the Company’s predecessors, successors, direct and indirect parent
                                         companies, direct and indirect subsidiary companies, companies under common control with
                                         any of the foregoing, affiliates and assigns and its and their past, present, and future
                                         officers, directors, shareholders, interest holders, members, partners, attorneys, agents,
                                         employees, managers, representatives, assigns and successors in interest, and all persons
                                         acting by, through, under or in concert with the Company, and each of them, from all
                                         known and unknown charges, complaints, claims, grievances, liabilities, obligations,
                                         promises, agreements, controversies, damages, actions, causes of action, suits, rights,
                                         demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering,
                                         mental anguish, emotional distress, expenses (including attorneys’ fees and costs
                                         actually incurred), and punitive damages, of any nature whatsoever, known or unknown,
                                         which any Party has, or may have had, against any other Party, whether or not apparent
                                         or yet to be discovered, or which may hereafter develop, for any acts or omissions related
                                         to or arising from:



 






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	 	 	a.	The
                                         dispute between Johnson and the Company as to Johnson wanting to operate a business as
                                         a sales and leasing concern catering to the greenhouse agricultural industry focusing
                                         on the organic and natural food industry as well as the emerging cannabis sector (the
                                         “Dispute”);
	 	 	 	 
	 	 	b.	an
                                         agreement between the Company and any other Party;
	 	 	 	 
	 	 	c.	any
                                         other matter between the Company and any other Party; and/or
	 	 	 	 
	 	 	d.	any
                                         claims under federal, state, or local law, rule or regulation.
	 	 	 	 
	 	 	This
                   Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including,
                   without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages,
                   liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’
                   fees related to or arising from the Dispute.
	 	 	 	 
	 	15.	No
                       Outstanding or Known Future Claims/Causes of Action by the Company. The Company affirms that it has
                       not filed with any governmental agency or courts any type of action or report against any other Party,
                       and currently knows of no existing act or omission by any other Party that may constitute a claim or liability
                       excluded from the release in paragraph 14 above.



 






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	 	16.	No Outstanding
                   or Known Future Claims/Causes of Action by Johnson and Bianchi Against the Company. Johnson and Bianchi
                   affirm that they have not filed with any governmental agency or courts any type of action or report against
                   the Company, and currently knows of no existing act or omission by the Company that may constitute a claim
                   or liability excluded from the release in paragraph 14 above.
	 	 	 
	 	17.	Acknowledgment
                       of Settlement by the Company. The Company, as broadly described in paragraph 14 above, acknowledges
                       that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement
                       Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full settlement of all
                       claims or losses of whatsoever kind or character that they have, or may ever have had, against any other
                       Party, as broadly described in paragraph 14 above, including by reason of the Dispute and (ii) by signing
                       this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving
                       up forever any right to seek further monetary or other relief from any other Party, as broadly described
                       in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including, without
                       limitation, the Dispute.
	 	 	 
	 	18.	Acknowledgment
                       of Settlement by Johnson and Bianchi. Johnson and Bianchi, as broadly described in paragraph 14 above,
                       acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited
                       to, the Settlement Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full
                       settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had,
                       against the Company, as broadly described in paragraph 14 above, including by reason of the Dispute and
                       (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it,
                       they are giving up forever any right to seek further monetary or other relief from the Company, as broadly
                       described in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including,
                       without limitation, the Dispute.
	 	 	 	 






 



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	 	19.	No
                       Admission of Liability. The Parties acknowledge that the payment of the Settlement Payment and the
                       Initial Issuance and, if applicable, the Second Issuance is not, and may not be construed as, an admission
                       of liability by the Company and is not to be construed as an admission that the Company engaged in any
                       wrongful, tortious or unlawful activity. The Company specifically disclaims and denies (a) any liability
                       to any other Party and (b) engaging in any wrongful, tortious or unlawful activity
	 	 	 
	 	20.	Non-Disparagement.
                       The Parties agree that, unless required to do so by legal process, Johnson and Bianchi and the Company’s
                       officers and directors will not make any disparaging statements or representations, either directly or
                       indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about any other
                       Party or their:
	 	 	 
	 	 	a.	spouse,
                                         attorneys or representatives; or
	 	 	 	 
	 	 	b.	the
                                         Company’s affiliates, or any of its directors, officers, employees, attorneys,
                                         agents or representatives.
	 	 	 	 
	 	 	 	For
                                         purposes of this paragraph, a disparaging statement or representation is any communication
                                         which, if publicized to another, would cause or tend to cause the recipient of the communication
                                         to question the business condition, integrity, competence, good character or product
                                         quality of the person or entity to whom the communication relates.
	 	 	 	 
	 	21.	Agreement
                       is Legally Binding. The Parties intend this Agreement to be legally binding upon and shall inure to
                       the benefit of each of them and their respective successors, assigns, executors, administrators, heirs
                       and estates. Moreover, the persons and entities referred to in paragraph 14 above, but not a Party, are
                       third-party beneficiaries of this Agreement.
	 	 	 	 
	 	22.	Entire
                       Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference
                       and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of
                       the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or
                       oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding
                       unless in writing and signed by each of the parties hereto.
	 	 	 	 






 



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	 	23.	New
                       or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect
                       despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact,
                       or any fact different from that which any Party now knows or believes to be true. Notwithstanding the foregoing,
                       nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to
                       enforce the terms of this Agreement.
	 	 	 
	 	24.	Interpretation.
                       Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid,
                       the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal
                       or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within
                       this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover,
                       this Agreement shall not be construed against any Party as the author or drafter of the Agreement.
	 	 	 
	 	25.	Business
                       Days. The term “business day” shall mean days that the New York Stock Exchange is open
                       for trading for three or more hours. Time periods shall be determined as if the relevant action, calculation,
                       or time period were occurring in New York City.
	 	 	 
	 	26.	Notices.
                   Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications
                   under this Agreement (each, a “Notice”) in writing and addressed to any other Party at its
                   address set out below (or to any other address that the receiving Party may designate from time to time in
                   accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized
                   overnight courier (with all fees prepaid), facsimile or e-mail (with confirmation of transmission) or certified
                   or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided
                   in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party
                   giving the Notice has complied with the requirements of this paragraph 26.
	 	 	 	 



 






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	 	 	a.	If
                                         to Johnson:
	 	 	 	 
	 	 	 	


Richard
Johnson



10777
Westheimer Road, Suite 116

Houston, TX 77042



Email
Address: rmjco13@gmail.com



	 	 	 	 
	 	 	b.	If
                                         to Bianchi:
	 	 	 	 
	 	 	 	Peter
                                         Bianchi

                                         


[INSERT
ADDRESS]





Email
Address: peteruus1@yahoo.com



	 	 	 	 
	 	 	c.	If
                                         to the Company:
	 	 	 	 
	 	 	 	


[COMPANY
NAME TO BE DETERMINED AFTER FILING OF CERTIFICATE OF AMENDMENT]




100
Europa Drive





Chapel
Hill, NC 27517





Attn:
Pete Coker





Email
Address: pcoker@tryoncapital.com





 


With
a copy to (which copy shall not constitute notice):


 


Szaferman
Lakind Blumstein & Blader, PC





101
Grovers Mill Road, Suite 200





Lawrenceville,
NJ 08648


Attn:
Gregg E. Jaclin, Esq. 

gjaclin@szaferman.com



	 	 	 	 



 






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	 	27.	Governing
                       Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws
                       of the State of Nevada without regard to principles of conflicts of laws. Any action brought by the Company
                       against any other Party or brought by Johnson or Bianchi against the Company concerning the transactions
                       contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts
                       located in the state of Nevada. The Parties hereby irrevocably waive any objection to jurisdiction and
                       venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
                       or venue or based upon forum non conveniens. The Parties executing this Agreement agree to submit
                       to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
                       Party shall be entitled to recover from any other Party its reasonable attorney’s fees and costs.
                       Each Party hereby irrevocably waives personal service of process and consents to process being served in
                       any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered
                       or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
                       for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
                       service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
                       right to serve process in any other manner permitted by law.
	 	 	 
	 	28.	Reliance
                       on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon
                       the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such
                       terms are fully understood and voluntarily accepted by them, and that, other than the consideration set
                       forth herein, no promises or representations of any kind have been made to them by any other Party. The
                       Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied,
                       upon any representation or statement, whether oral or written, made by any other Party or by that other
                       Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of
                       this Agreement or otherwise.
	 	 	 
	 	29.	Counterparts.
                       This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original,
                       but all of which together shall constitute one and the same instrument.
	 	 	 
	 	30.	Authority
                       to Execute Agreement. By signing below, the Company warrants and represents that the person signing
                       this Agreement on its behalf has the authority to bind
                       the Company and that the Company's execution of this Agreement is not in violation
                       of any by-law, covenants and/or other restrictions.
	 	 	 	 






 



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READ
THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 


IN
WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as
of the Effective Date.


 


 


	 	RICHARD JOHNSON
	 	 
	 	/S/ RICHARD
    JOHNSON
	 	 
	 	PETER BIANCHI
	 	 
	 	/S/ PETER BIANCHI
	 	 
	 	UNIQUE
        GROWING SOLUTIONS, INC.


(formerly
known as Alternative Energy and


Environmental
Solutions, Inc.)



	 	 
	 	 
	 	By: /s/ PETE COKER
	 	PETE COKER 
	 	Title: Director






 


 


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