Settlement Agreement between the Company and PowerUp

Exhibit 10.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into January 30, 2019, by and between POWERUP LENDING GROUP, LTD. ("PowerUp"), a corporation formed and existing pursuant to the laws of the State of Virginia and having a principal place of business located at 111 Great Neck Road, Suite 216, Great Neck, New York 11021, on the one hand, and ORIGINCLEAR, INC. ("OCLN"), a corporation formed and existing pursuant to the laws of the State of Nevada and having a principal place of business located at 525 S. Hewitt Street, Los Angeles, California 90013, TENER ECKELBERRY a/k/a RIGGS ECKELBERRY ("Riggs") residing at on the other hand (PowerUp, and OCLN, Riggs shall be collectively referred to herein as the "Settling Parties").

WHEREAS, OCLN executed a convertible promissory note (the "June Note") dated June 7, 2018, in the amount of $43,000.00 in favor of PowerUp pursuant to a certain Securities Purchase Agreement (the "June SPA") which provided for, among other things, conversion rights in and to OCLN's common stock; and

WHEREAS, OCLN executed a second convertible promissory note (the "August Note") dated August 28, 2018, in the amount of $38,000.00 in favor of PowerUp pursuant to a certain Securities Purchase Agreement (the "August SPA") which provided for, among other things, conversion rights in and to OCLN's common stock; and

WHEREAS, PowerUp alleged that OCLN defaulted in its obligation under the Notes by (1) failing to remain current in its filing obligations with the Securities and Exchange Commission ("SEC"), particularly the filing covering the period ending September 30, 2018; (2) failing to honor a Notice of Conversion dated December 11, 2018 seeking to convert $20,000.00 of the June Note into 25,316,456 of common stock in OCLN; and (3) by changing transfer agents and failing to obtain the requisite Letter of Authorization and Instructions ("T/A Letter") signed by the replacement transfer agent; and

WHEREAS, based upon the foregoing, PowerUp served a notice of default upon OCLN dated November 19, 2018; and

WHEREAS, by virtue of OCLN's default, PowerUp is entitled to a default amount equal to 150% of the outstanding principal balance owed together with default interest; and

WHEREAS, PowerUp commenced an action entitled PowerUp Lending Group, Ltd. v. Originclear, Inc., Tener R. Eckelberry a/k/a Riggs Eckelberry , in the Supreme Court of the State of New York, County of Nassau, under Index No. 616493/2018 (the "Action") for enforcement of the Notes; and

WHEREAS, PowerUp thereafter filed an Order to Show Cause seeking, inter alia, an Order from this Court (1) directing OCLN and its agents to honor the December 11, 2018 Notice of Conversion; (2) directing OCLN and its transfer agent to establish a share reserve in the amount of 663,934,425 shares of its common stock to accommodate PowerUp's conversion process; and (3)   enjoining OCLN from transferring, distributing or otherwise encumbering its common stock during the pendency of the Action; and

WHEREAS, by Order dated December 18, 2018, the Honorable Thomas Feinman, J.S.C., directed (1) OCLN and its transfer agent, Corporate Transfer Inc., to establish a share reserve for PowerUp's benefit in the amount of 633,934,425 to be segregated and held exclusively for PowerUp's benefit (2) that a hearing seeking a preliminary injunction be held on February 6, 2019; and

WHEREAS, PowerUp thereafter by Order to Show Cause sought to modify the Temporary Restraining Order contained in Judge Feinman's December 18th Order as a result of certain actions taken by OCLN subsequent to the issuance of the December 18th Order; and

WHEREAS, by Order dated January 14, 2019, Judge Feinman amended the Court's prior Order by expanding the Temporary Restraining Order by directing OCLN and its agents not to distribute any further shares of common stock in OCLN to any third party; and

WHEREAS, PowerUp and OCLN have elected to amicably resolve the Action without further litigation upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is stipulated and agreed, by and among the undersigned, that the claims asserted in the Action are fully and finally settled upon the following terms and conditions:

1.                    Incorporation of WHEREAS Clauses. The WHEREAS Clauses set forth above are reiterated hereat and incorporated into this Agreement.

2.                   Settlement Amount. In full and final settlement of all claims asserted, or which could have been asserted, in the Action, and OCLN acknowledges that PowerUp has bona fide claims in the total aggregate amount inclusive of default amount One Hundred Twenty One Thousand Five Hundred Dollars ($121,500.00) and interest of Five Thousand Nine Hundred Three and 01/100 Dollars ($5,903.01) aggregating $127,403.01 (the "Settlement Amount"),

$68,081.37 is attributable to the June Note and $59,321.64 is attributable to the August Note:

3.                Share Reserves. The Parties acknowledge that pursuant to the Notes and companion loan documents with respect to the Notes that the total aggregate share reserves held for the exclusive benefit of PowerUp by OCLN's present transfer agent Corporate Transfer Inc., pursuant to Court Order is 633,934,425. The Settling Parties acknowledge that the amount of share reserves for PowerUp's benefit shall be increased to the sum of 835,429,598.

4.                Conversions. PowerUp shall have the absolute right to exercise its rights of conversion and may publicly sell its shares acquired through the conversion of the Notes pursuant to this Settlement Agreement.

5.                Default. In the event that OCLN defaults in its performance of any of its obligations under this Settlement Agreement, the Parties hereby acknowledge that the affirmative injunction shall remain in full force and effect and PowerUp shall have the additional right to a money judgment for the Settlement Amount against OCLN, Riggs , giving OCLN, Riggs credit for all sums received by PowerUp prior to enforcement, and PowerUp shall forbear from enforcing that judgment provided that OCLN has fully complied with its obligations under this Settlement Agreement.

6.                So Ordered Agreement. This Settlement Agreement will be presented to the Court for signature and entry in order to have the Affirmative Injunction become effective. The So Ordering of this Agreement is a condition precedent to the effectiveness of this Settlement Agreement.

7.                Terms and Provisions of the Notes are incorporated in this Settlement Agreement by Reference. All of the terms, provisions and conditions contained in the respective Notes and the T/A Letter are incorporated into this Settlement Agreement by reference. Upon the payment in full of the Settlement Amount, the Notes shall be deemed cancelled, and PowerUp shall return the original Notes to OCLN, which shall be marked as "Paid".

8.                     Retention of Jurisdiction. The Settling Parties request that this Court in the Action shall retain jurisdiction to enforce this Agreement.

9.                     Confidentiality. Except as necessary to enforce the terms of this Agreement, the Settling Parties agree to keep the terms of this Agreement and the facts underlying same confidential, and to not discuss the terms of this Agreement and the facts underlying this action with any third parties. Nothing in this paragraph shall prevent any of the Settling Parties from discussing or disclosing the terms of this Agreement in any required public filing with any federal or state agency, including the Securities and Exchange Commission, or from discussing or disclosing the terms of this Agreement with any tax preparer, accountant or legal counsel consulted by such party, or pursuant to any lawfully issued subpoena from a court or administrative agency.

10.                Entire Agreement. This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the Settling Parties and supersedes and replaces all prior negotiations, proposed agreements, written or oral. Each of the parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein. This Agreement supersedes and revokes all previous negotiations, arrangements, letters of intent, representations, whether oral or written, contracts and agreements between the Settling Parties, or their respective representatives, including but not limited to the Securities Purchase Agreement and the Note, or any other person purporting to represent the Settling Parties.

11.                 Modifications. This Agreement may not be modified or amended in any manner except by an instrument in writing specifically stating that it is a supplement, modification or amendment to the Agreement and signed by each of the parties hereto.

12.                 Legal Representation. The Settling Parties acknowledge that they have retained independent counsel of their own choosing and that they have reviewed and discussed the terms and provisions of this Agreement with their counsel and that they are entering into this Agreement freely and of their own will and have no coerced or promised anything in order to induce their signatures other than as is contained in this Agreement.

Bernard S. Feldman, Esq. Of Counsel

Naidich Wurman LLP

111 Great Neck Road, Suite 214 Great Neck, New York 11021

Email: ***@***

(b)    OriginClear, Inc., Tener R. Eckelberry a/ka Riggs Eckelberry

Jorge Vasquez's New York Litigators Inc.

84-08 Queens Blvd. Elmhurst, New York 11373

Email: ***@***

15.              Severability. Should any provision of this Agreement be declared or be determined by any court or tribunal 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 severed and deemed not to be part of this Agreement.

16.               No Presumption Against Drafter. This Agreement shall be construed without regard to any presumptions against the party causing the same to be prepared.

17.              No Waiver. The failure to strictly enforce any or all of the terms of this Agreement by any party hereto shall not be construed as and shall not result in a waiver of any party's right to strictly enforce any and all of the terms and conditions of this Agreement, despite the prior failure to strictly enforce the terms and conditions of this Agreement.

18.              Governing Law. This Agreement shall be governed by and construed pursuant to the laws of the State of New York, without regard to its choice of law principles.

19.               Original Signatures. Since the predicate that this Agreement be So Ordered by the Court in order to be effective it is necessary that all signatures be original.