TERMINATION AGREEMENT
EXHIBIT 10.1
THIS
TERMINATION AGREEMENT (this “Termination Agreement”)
is entered into as of December 14, 2020 (the “Effective Date”), by and
among Chee Corp., a Nevada corporation (“Chee”), Xxxxxxx Family
Holdings, LLC, an Arizona limited liability company, and Xxxxx
Xxxxxxx. The foregoing may each be referred to as a
“Party”
and collectively as the “Parties.”
RECITALS
A.
The Parties
executed a Membership Interest Purchase Agreement dated November 6,
2020 (the “Purchase
Agreement”).
B.
The Parties now
intend to terminate the Purchase Agreement retroactively and
mutually release all Parties from all obligations and liabilities
related thereto.
AGREEMENT
NOW
THEREFORE, for valuable consideration, the Parties agree as
follows:
1. Termination. The Parties hereby agree that the
Purchase Agreement is terminated as of the date of entry and void
ab initio, and that all obligations and liabilities referred to
therein shall be of no force and effect. For clarity, any payments,
transfers of membership interests, appointments, and issuances of
shares of stock of Chee made or to be made thereunder are of no
force and effect.
2. Mutual Release. The Parties mutually release and
forever discharge each other Party and their respective directors,
members, officers, representatives, successors, and assigns from
any and all actions, causes of action, suits, debts, covenants,
disputes, agreements, promises, damages, judgments, claims, and
demands stemming from the Purchase Agreement, whether in law or in
equity, that they ever had, now have, or that they may have, by
reason of any act, omission, matter, cause, or thing occurring at
any time prior to the execution of this Termination Agreement,
whether known or unknown, suspected or unsuspected, foreseen or
unforeseen.
3. Further
Assurances. Each
Party shall fully cooperate with each other Party with respect to
the performance of this Termination Agreement. Each Party will
provide or make available to the other Party any information and
will execute, acknowledge, and deliver such further documents that
may reasonably be required in order to effectively perform this
Termination Agreement.
4. Governing Law. This Termination Agreement is to be
governed and construed in accordance with the internal laws (and
not choice of laws) of the State of Arizona.
5. Counterparts. This Termination Agreement may be
executed in any number of counterparts, each of which will
constitute an original document and all of which together shall
constitute one instrument. The exchange of executed counterparts of
this Termination
Agreement by .pdf or other electronic transmission will
constitute effective execution and delivery of this Termination Agreement, and such
counterparts may be used in lieu of the original for all
purposes.
(Signature
page follows)
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IN
WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the
date first above written.
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a
Nevada corporation
By:
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx,
Chief Executive Officer
XXXXXXX FAMILY HOLDINGS,
LLC,
an
Arizona limited liability company
By:
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx,
Member
XXXXX
XXXXXXX
/s/ Xxxxx
Xxxxxxx
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