SETTLEMENT, GENERAL, AND MUTUAL RELEASEOF CLAIMS, AND ASSIGNMENT OF INTEREST TRANSFER AGREEMENT

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

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

                                                  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.

                                                     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”).

                                                  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

                                                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:

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.

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