Attached files
Exhibit
10.1
TERMINATION AGREEMENT
This
Termination Agreement, dated November 13, 2020 (the "Termination Agreement"), between Canntab
Therapeutics Limited (“Canntab”) and Exactus, Inc.,
(“Exactus” and
together with Canntab, the “Parties”).
WHEREAS, the Parties entered into a non-exclusive
distribution and profit sharing agreement dated November 19, 2019
(the “Distribution
Agreement”);
WHEREAS, the Parties entered into a supply agreement dated
November 19, 2019 (the “Supply Agreement”);
WHEREAS, the Parties have mutually agreed to terminate the
Distribution Agreement and Supply Agreement on the terms and
subject to the conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises set forth
above and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Subject to the
terms and conditions of this Termination Agreement, the
Distribution Agreement is hereby terminated as of the date first
written above (the “Termination Date”). From and after
the Termination Date, the Agreement will be of no further force or
effect, and the rights and obligations of each of the Parties
thereunder shall terminate, except for any rights and obligations
of the Parties that are expressly designated under Sections 10(D),
16, 17, 18 and 31 of the Distribution Agreement to survive the
termination of the Distribution Agreement.
2. Subject to the
terms and conditions of this Termination Agreement, the Supply
Agreement is hereby terminated as of the Termination Date. From and
after the Termination Date, the Agreement will be of no further
force or effect, and the rights and obligations of each of the
Parties thereunder shall terminate, except for any rights and
obligations of the Parties that are expressly designated under
Sections 8 and 10 of the Supply Agreement to survive the
termination of the Supply Agreement.
3. In consideration
of the covenants, agreements and undertakings of the Parties under
this Termination Agreement, each Party, on behalf of itself and its
respective present and former parents, subsidiaries, affiliates,
related corporations or entities, officers, directors,
shareholders, members, limited partners, successors and assigns
(collectively, “Releasors”) hereby releases,
waives and forever discharges the other Party and its respective
present and former, direct and indirect, parents, subsidiaries,
affiliates, related corporations or entities, employees, officers,
directors, shareholders, members, limited partners, agents,
representatives, permitted successors and permitted assigns
(collectively, “Releasees”) of and from any and
all actions, manner of actions, causes of action, proceedings,
suits, losses, liabilities, rights, debts, dues, duties, sums of
money, accounts,
obligations, costs,
expenses, liens, bonds, bills, covenants, contracts, controversies,
complaints, indemnities, entitlements, agreements, promises,
variances, trespasses, damages, judgments, executions, claims, and
demands, of every kind and nature whatsoever or howsoever arising,
whether now known or unknown, foreseen or unforeseen, matured or
unmatured, suspected or unsuspected, in law or in equity, in
contract or in tort (collectively, “Claims”), which any of such
Releasors ever had, now have, or hereafter can, shall, or may have
against any of such Releasees for, upon, or by reason of any
matter, cause, or thing whatsoever from the beginning of time
through the date of this Termination Agreement arising out of or
relating to the Distribution Agreement or Supply Agreement, except
for any Claims relating to rights and obligations preserved by,
created by or otherwise arising out of this
Termination.
4. This Termination
Agreement constitutes the sole and entire agreement of the Parties
with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect
to such subject matter.
5. This Termination
Agreement and each of the terms and provisions hereof, may only be
amended, modified, waived or supplemented by an agreement in
writing signed by each Party.
6. This Termination
Agreement may be executed in counterparts, each of which is deemed
an original, but all of which constitutes one and the same
agreement. Delivery of an executed counterpart of this Termination
Agreement electronically or by facsimile shall be effective as
delivery of an original executed counterpart of this Termination
Agreement.
[signature
page follows]
IN
WITNESS WHEREOF, the Parties have executed this Termination
Agreement on the date first written above.
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EXACTUS, INC.
By:
/s/ Emiliano
Aloi
Name:
Emiliano Aloi
Title:
Interim Chief Executive Officer
CANNTAB THERAPEUTICS LIMITED
By:
/s/ Richard
Goldstein
Name:
Richard Goldstein
Title:
Chief Financial Officer
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