Settlement Agreement and Mutual Release dated December 6, 2024 between and among Volcon, Inc. and GLV Ventures

Exhibit 10.24

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (“Agreement”) is made and entered into as of December 6, 2024 (the “Effective Date”), between and among Volcon, Inc. (“Volcon”) and GLV Ventures (“GLV”). Volcon and GLV are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, Volcon and GLV entered into the Supplier Agreement dated March 11, 2022 for the development and engineering of the Volcon Stag vehicle prototypes;

WHEREAS, Volcon and GLV entered into the Supplier Agreement dated May 29, 2022 for the manufacturing of the Volcon Grunt EVO motorcycle;

WHEREAS, Volcon and GLV entered into the Supplier Agreement dated August 11, 2022 for the manufacturing of the Volcon Stag vehicle. The three supplier agreements are collectively referred to herein as the “Supplier Agreements”;

WHEREAS, a dispute arose between the Parties regarding GLV’s performance and Volcon’s obligations under the Supplier Agreements;

WHEREAS, the Parties now desire to compromise, settle and discharge, fully and finally, any and all claims, controversies, demands, and disputes between them with regard to the Supplier Agreements. Each Party denies any wrongdoing, unlawful conduct or liability whatsoever on his, her, or its part, but nevertheless has concluded that it is in his, her, or its best interest to settle the differences, disagreements, and disputes as hereinafter set forth and desires to enter into this Agreement pursuant to the terms set forth herein; and

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

TERMS AND CONDITIONS

a.     Volcon agrees to negotiate the settlement of any amounts due in connection with the Supplier Agreements to the following vendors: [***] (the “Volcon Vendors”). Volcon agrees to defend, indemnify, and hold harmless GLV and its representatives, officers, directors, employees, agents, affiliates, successors, and assigns from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by the Volcon Vendors, against GLV that is based on a claim regarding services performed or parts supplied under the Supplier Agreements. GLV acknowledges and represents that it is not in possession of any invoices from the Volcon Vendors.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

b.    GLV agrees to negotiate the settlement of all vendors, except for the Volcon Vendors (the “GLV Vendors”). GLV agrees to defend, indemnify, and hold harmless Volcon and its representatives, officers, directors, employees, agents, affiliates, successors, and assigns from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a vendor or any third party, excluding the Volcon Vendors, against Volcon that is based on a claim regarding services performed or parts supplied under the Supplier Agreements. To the extent any amounts are owed to Volcon pursuant to the terms of this Section 3(b), in addition to Volcon’s rights to enforce the terms of this Section 3(b), Volcon shall be entitled to offset such amounts against any future termination fees payable to GLV pursuant to this Agreement.

a.    By Volcon. Upon execution of this Agreement, Volcon and its shareholders, owners, members, investors, affiliates or related entities, current and former officers, managers, directors, employees, agents, respective heirs, successors, and assigns (“the Volcon Releasors”), fully and forever agree to release, discharge, hold harmless, and covenant not to sue GLV and its heirs, successors, and assigns from any and all actions, causes of action, claims, potential claims, demands, charges, losses, debts, damages, attorneys’ fees, expenses, judgments, awards, and interest of whatever nature (“claims”), whether known or unknown, recognized in law or in equity, matured or unmature, that the Volcon Releasors had or may have had against GLV arising out of, on account of, or in relation to any matter, cause, or thing, including but not limited to the dispute arising under the Supplier Agreements.

b.    By GLV. Upon execution of this Agreement, GLV and its shareholders, owners, members, investors, affiliates or related entities, current and former officers, managers, directors, employees, agents, respective heirs, successors, and assigns (“the GLV Releasors”), fully and forever agree to release, discharge, hold harmless, and covenant not to sue Volcon and its heirs, successors, and assigns from any and all actions, causes of action, claims, potential claims, demands, charges, losses, debts, damages, attorneys’ fees, expenses, judgments, awards, and interest of whatever nature (“claims”), whether known or unknown, recognized in law or in equity, matured or unmature, that the GLV Releasors had or may have had against Volcon arising out of, on account of, or in relation to any matter, cause, or thing, including but not limited to the dispute arising under the Supplier Agreements and excluding any continuing obligations with respect to product liability, product recall, warranty, insurance, and related indemnity for units deliver by GLV to Volcon prior to the Effective Date of the Agreement.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

VOLCON INC.

By: /s/ Greg Endo                                    

Name: Greg Endo

Title: Chief Financial Officer

GLV VENTURES

By: [***]                                                   

Name: [***

Title: [***]