TERMINATION AGREEMENT

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of December 19, 2024, is by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (the “Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company,” together with the Purchaser, Pubco, Purchaser Merger Sub and Company Merger Sub, the “Parties”).

WHEREAS, the Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company entered into that certain Agreement and Plan of Merger, dated as of December 12, 2022, as amended (the “Merger Agreement”); and

WHEREAS, the Parties desire to terminate the Merger Agreement (except for specific provisions set forth herein) and release one another from certain claims pursuant to the Merger Agreement on the terms and conditions set forth herein;

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

1. Termination. Notwithstanding any of the provisions set forth in the Merger Agreement, effective as of the execution of this Agreement (the “Termination Time”) and without further action by any Party, but subject to receipt by the Purchaser of the full amount of the Termination Fee (as defined below) pursuant to Section 2 below, and except for Pubco and its surviving entity’s indemnification obligations pursuant to Section 8 herein and the Specified Retained Claims which shall survive the termination, the Merger Agreement, including all schedules and exhibits thereto, is hereby terminated in its entirety in accordance with Section 8.1 of the Merger Agreement and shall be of no further force or effect whatsoever (the “Termination”).

2. Termination Fee. The Company shall pay to the Purchaser a fee in the amount of $7,000,000, by wire transfer in immediately available funds (the “Termination Fee”) to the bank account previously designated in writing by the Purchaser no later than March 1, 2025. The payment of the Termination Fee (together with any amounts payable pursuant to Section 8 below) shall be the sole and exclusive remedy of the Purchaser against the Company and its Subsidiaries, any of their Affiliates and any of their respective Representatives for any loss or damage suffered as a result of the failure of the transactions contemplated by the Merger Agreement or for a breach of, or failure to perform under, the Merger Agreement or any certificate or other document delivered in connection with the Merger Agreement (other than the Confidentiality Agreement). Except with respect to the Specified Retained Claims and the Confidentiality Agreement, and upon payment of the Termination Fee, each of Company and its Affiliates and respective stockholders and Representatives shall have no further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement, in law, equity or otherwise.

3. Mutual Release; Disclaimer of Liability. Effective as of the Termination Time, but subject to receipt by the Purchaser of the full amount of the Termination Fee, the Purchaser Parties, on the one hand, and the Company, on the other hand, each on behalf of itself and, to the maximum extent permitted by Law, on behalf of each of its respective former, current or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully, unequivocally and irrevocably release and forever discharge, as applicable, the Purchaser, Pubco and Merger Subs (in the case of the Company) or the Company (in the case of the Purchaser, Pubco and Merger Subs), and, in each case, each of its or their respective former, current or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, demands, agreements, promises, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Merger Agreement, the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination (collectively, but excluding the Specified Retained Claims, the “Released Claims”).

The Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the Parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the Parties might have affected the Parties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement.

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Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (A) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement, as well as the Confidentiality Agreement, which shall remain in full force and effect in accordance with its respective terms, (B) constitute a waiver or release by any Party of any Claim or rights arising under or related to this Agreement or the Confidentiality Agreement, (C) apply to the Company’s obligations, including indemnification, pursuant to Section 8 herein which shall survive the Termination, or (D) constitute a waiver or release by any Party of any Claim or rights arising from fraud or intentional breach by any of the Company, the Purchaser, Pubco or Merger Subs or any of their respective Affiliates or Representatives in connection with, arising out of or related to the Merger Agreement, the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination ((A) through (D), collectively, the “Specified Retained Claims”). If the Company fails to pay the Termination Fee in accordance with Section 2 of this Agreement, and, in order to obtain such payment, the Company commences a suit that results in a judgment against the Company for payment of the Termination Fee, or any portion thereof, the Company shall pay to the Purchaser (i) all costs and expenses (including reasonable legal fees and expenses) incurred by the Purchaser in connection with such suit, plus (ii) interest on the amount of the Termination Fee or portion thereof so ordered to be paid by the Company calculated from the date such payment was due pursuant to this Agreement to the date so paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date such payment was due.

4. Covenant Not to Sue. Each of the Purchaser, Pubco, Merger Subs and their respective members of the board of directors and named executive officers (as such term is defined by the rules and regulations of the Securities and Exchange Commission) covenants not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross claim, or counterclaim. Any of the Purchaser, Pubco, Merger Subs or their respective members of the board of directors and named executive officers may plead this Agreement as a complete bar to any such Released Claim brought in derogation of this covenant not to sue. The covenants contained in this Section 4 shall become effective on the date hereof and shall survive this Agreement indefinitely regardless of any statute of limitations.

5. Publicity. Each of the Company and the Purchaser may issue its own press release, provided that any such release shall be substantially in a form previously provided to and reviewed by the other Party.

6. Representations and Warranties. Each Party represents and warrants to the other Parties that: (a) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

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7. Further Assurances. Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Authority in connection with any consents, licenses, permits, waivers, approvals, authorizations or clearances.

8. Indemnification. The Company and its current or future Subsidiaries and Affiliates covenant and agree to indemnify the Purchaser against and hold the Purchaser harmless from, any and all Losses suffered or incurred by the Purchaser based upon any residual legal claims or reasonbale Attorney’s fees incurred with a or arising out of, with respect to or by reason over the deal period.

9. Third-Party Beneficiaries. Except for the provisions of Section 3 and Section 4, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.

11. Miscellaneous. The provisions of Section 10.1 (Notices), Section 10.2 (Binding Effect; Assignment), Section 10.4 (Governing Law; Jurisdiction), Section 10.7 (Severability), 10.6 (Specific Performance), Section 10.8 (Amendments), Section 10.9 (Waiver), Section 10.11 (Interpretation), Section 10.12 (Counterparts) and Sections 11.1 (Definitions) of the Merger Agreement are hereby incorporated into this Agreement by reference, and shall apply hereto as though set forth herein, mutatis mutandis.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties caused this Agreement to be executed as of the date first written above.

	The Purchaser:
	NEWBURY STREET ACQUISITION CORPORATION
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Chief Executive Officer
	Pubco:
	INFINITE REALITY HOLDINGS, INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	President
	Purchaser Merger Sub:
	INFINITY PURCHASER MERGER SUB INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	President
	Company Merger Sub:
	INFINITY NBIR COMPANY MERGER SUB INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	President

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The Company:  

INFINITE REALITY, INC.  

/s/ Xxxx X. Xxxxxx, Xx.

Xxxx X. Xxxxxx, Xx.

CEO

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