Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010.
AMONG:
Xxxxxx Xxxxx (I.D. 057313579)
00 Xxxxx Xx.
Xxxx Xxxxx
Xxxxxx 00000
Xxxxxx Xxxxxx (I.D. 030164529)
19, Reuven St.
Zichron Ya'akov
Israel 30900
Xxxxxxx Xxxxxxxx (I.D. 065137408)
0, Xxxxxxxx Xx.
Xxxxx
Xxxxxx 00000
(Xxxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx together the
"PRINCIPALS")
AND:
Jin Jie Corp.
000 - 0xx Xxxxx, Xxxx Xxxx Xxxxx
Xxxx Xxxx Xxxxxx
Hong Kong
("JJC")
AND:
Green Biofuels Holdings Ltd. an Israeli company,
00 Xxxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxx
("GBH")
AND:
Cally Xx Xxx Xxx
409 - 4th Floor, Xxxx Xxxx House
Xxxx Xxxx Estate Hong Kong
("Lai")
AND:
Wei Xxxxx Xxxx
000 - 0xx Xxxxx, Xxxx Xxxx Xxxxx
Xxxx Xxxx Xxxxxx Hong Kong
("Zeng")
WHEREAS:
A. The Principals, JJC, GBH, Lai and Zeng entered into a letter agreement
dated January 13, 2010 (the "Letter Agreement"), regarding, among other
things, the transfer and sale by GBH of all of the interest and rights to
the assets and business of the GBH Carbon Credit Project, including
know-how, trademarks, patents, agreements and all other assets ("the GBH
Carbon Credit Project Assets") to JJC;
B. The Principals, JJC, GBH, Lai and Zeng wish to mutually terminate the
Letter Agreement and abandon the GBH Carbon Credit Project Assets
acquisition; and
C. The Parties wish to enter into this termination agreement to confirm the
termination of the Letter Agreement and to release each other from any and
all obligations and liabilities pursuant to the Letter Agreement.
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of
the mutual covenants and agreements herein set forth, the parties covenant and
agree as follows:
1. Termination of Letter Agreement. The Letter Agreement is hereby terminated
and the GHB Carbon Credit Project Assets acquisition is hereby abandoned
effective as of the date hereof.
2. Mutual Releases. Each of the parties hereto (the "Parties") does hereby
release the other from all liabilities and legal obligations of whatsoever kind
and howsoever arising which either of them may now have or at any time hereafter
can, shall or may have in any way resulting or arising from any cause, matter or
thing existing up to the present time in connection with the Letter Agreement.
3. Final Termination Agreement. This Agreement and the other agreements to which
this termination agreement refers, together with all exhibits, schedules and
annexes attached to any of them, constitute the final, entire agreement among
the parties and supersedes any prior oral or written and all contemporaneous
oral proposals, commitments, promises, agreements or understandings between the
parties with respect to the termination of the Letter Agreement and mutual
release of the parties.
4. Further Assurances. The Parties will execute such further assurances and
other documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.
5. Successors and Assigns. This Agreement will enure to the benefit of and be
binding upon the parties and their respective successors and assigns, as
applicable.
6. Governing Law. This Agreement and the application or interpretation hereof
will be governed exclusively by its terms and by the laws of the State of
Nevada.
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7. Counterparts. This Agreement may be executed in one or more counterparts all
of which together will constitute one and the same instrument.
8. Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth above.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
JIN JIE CORP.
Per: /s/ Cally Kai Xxx Xxx
----------------------------
Authorized Signatory
GREEN BIOFUELS HOLDINGS LTD.
Per: /s/ Xxxxxx Xxxxx
----------------------------
Authorized Signatory
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxx
-------------------------------- --------------------------------
XXXXXX XXXXX XXXXXX XXXXXX
/s/ Xxxxxxx Xxxxxxxx /s/ Cally Kai Xxx Xxx
-------------------------------- --------------------------------
XXXXXXX XXXXXXXX CALLY KAI XXX XXX
/s/ Wei Xxxxx Xxxx
--------------------------------
WEI XXXXX XXXX
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