Settlement Agreement and Mutual Release between Nukkleus Inc., IBIH Limited, Terra (FX) Offshore Limited, Ludico Investments Limited, Currency Mountain Holdings LLC and the IBIH Shareholders dated November 17, 2017

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (Agreement) November 17, 2017, is entered into by and among Nukkleus Inc., a Delaware corporation (Nukkleus), IBIH Limited, a British Virgin Island limited company (Company), Terra (FX) Offshore Limited, a British Virgin Island limited company (TFL), Ludico Investments Limited, a British Virgin Island limited company (LID), Currency Mountain Holdings LLC, a Delaware limited liability company and each other Person that signed the Stock Purchase Agreement dated as of May 27, 2016 as explained further herein below (collectively referred as the “Parties”).

WHEREAS, the Parties entered into a Stock Purchase Agreement dated May 27, 2016 (as amended or otherwise modified, the “SPA”); and

WHEREAS the Company received 24,156,000 shares of common stock, $0,001 par value per share, of Nukkleus (Nukkleus Shares) represented by Certificate No. 1053 (“Certificate”) and $1,000,000 (Cash Purchase Price) from Nukkleus; and

WHEREAS Nukkleus received 9.9% of the issued and outstanding capital stock of the Company, and 100% of the interest in GVS Limited; and

WHEREAS the Second Closing, as defined in Section 2.2 of the SPA, has not been completed; and

WHEREAS the Parties wish to terminate the SPA and resolve and settle the differences which now exist between them, without the burden and expense of litigation, on and subject to the terms and conditions set forth in this Agreement; and

WHEREAS any defined terms used in the Agreement shall have the meaning set in the SPA unless otherwise stated herein.

THEREFORE, in consideration of the foregoing recitals and of the conditions, covenants and agreements set forth below, the Parties agree as follows:

The Parties undertake to execute such documents as may be required by Westpac with instructions to remove the restrictions imposed on GVS (AU) Pty Ltd bank accounts.

The Parties represent and agree that, except for matters of public record as of the date of this Agreement, they will keep the terms and contents of this Agreement confidential and that they will not hereinafter disclose the terms of this Agreement to other persons except as compelled by applicable law or to Parties’ legal counsel, tax advisors, or other retained professional representatives, all of whom shall be informed and bound by this confidentiality clause. In no event will any party make or cause to be made any comment, written statement, or press release to any member of the media concerning the fact of this settlement or the substance or terms of this Agreement.

This Agreement, together with any documents, instruments and certificates referred to herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings including without limitation the SPA and any other agreement between the Parties whether written or oral.

This Agreement is governed by the laws of the State of New York.

This Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one Party.

No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any Party, occurring subsequent to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by all the Parties to the Agreement or their respective successors or assigns.

If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction, unless it materially alters the nature or material terms of this Agreement.

The headings contained in this Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

This Agreement may be executed in any number of electronic and/or pdf counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Agreement will become effective when duly executed by each Party.

No failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any Party be deemed a waiver of any default or breach subsequently arising.

[signature page follows]