TERMINATION AGREEMENT
Exhibit
10.1
This
Termination Agreement (the “Agreement”) is made on this 14th
day of
March 2008 by and among Xxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxxx X.
Xxxxxx (collectively, the “Shareholders”) and Sionix Corporation, a Nevada
corporation (“Sionix”).
RECITALS
A. On
November 7, 2007 the Shareholders and Sionix executed a Share Exchange Agreement
pursuant to which the Shareholders were to sell, convey, transfer and assign
to
Sionix all of the outstanding shares of capital stock of RJ Metals, Inc. in
exchange for 3,400,000 shares of Sionix common stock (the
“Transaction”).
B. Despite
the execution of the Share Exchange Agreement, the Transaction was not
consummated in that the shares of RJ Metals, Inc. were not exchanged for the
shares of Sionix common stock.
C. The
Shareholders and Sionix wish to terminate the Share Exchange Agreement and
the
Transaction by signing this Agreement.
Therefore,
the Shareholders and Sionix agree as follows:
1. Termination
of Share Exchange Agreement.
By
executing this Agreement the Shareholders and Sionix each acknowledge that,
upon
reconsideration of the benefits and obligations contemplated by the Share
Exchange Agreement, it was determined that the Transaction was not in the best
interests of Sionix or RJ Metals, Inc. or the shareholders of Sionix and RJ
Metals, Inc. The Shareholders and Sionix also acknowledge that the Transaction
contemplated by the Share Exchange Agreement was not consummated because Sionix
did not deliver to the Shareholders a copy of an irrevocable instruction to
its
transfer agent to issue the 3,400,000 shares of Sionix common stock to the
Shareholders in exchange for all of the outstanding shares of capital stock
of
RJ Metals, Inc., as contemplated by the Share Exchange Agreement. The
Shareholders and Sionix further agree that by executing this Agreement, the
Share Exchange Agreement is terminated.
2. Release.
The
Shareholders and Sionix release each other and each of their officers,
employees, principals and agents from any and all claims or demands of whatever
nature and kind, whether or not yet asserted, which are related to or are in
any
manner incidental to the Share Exchange Agreement and the Transaction
contemplated thereby. The Shareholders and Sionix acknowledge that they have
read and are familiar with and understand the provisions of Section 1542 of
the
California Civil Code which provides: “A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his favor at the time of executing the release, which if
known to him must have materially affected his settlement with the debtor.” The
Shareholders and Sionix expressly waive any right or claim of right each may
have under section 1542 of the California Civil Code.
3. Miscellaneous.
(a) Preparation
of Agreement.
It is
acknowledged by each party that such party either had separate and independent
advice of counsel or the opportunity to avail itself or himself of same. In
light of these facts it is acknowledged that no party shall be construed to
be
solely responsible for the drafting of this Agreement.
(b) Interpretation.
(i) Entire
Agreement/No Collateral Representations.
Each
party expressly acknowledges and agrees that this Agreement is the final,
complete and exclusive statement of the agreement of the parties with respect
to
the subject matter hereof and supersedes any prior or contemporaneous agreements
of any kind, oral or written. Any agreement hereafter made shall be ineffective
to modify, supplement or discharge the terms of this Agreement, in whole or
in
part, unless such agreement is in writing and signed by the party against whom
enforcement of the modification or supplement is sought.
(ii) Severability.
If any
term or provision of this Agreement shall be determined to be invalid, illegal
or unenforceable under present or future laws effective during the term of
this
Agreement, then and, in that event: (A) the performance of the offending term
or
provision shall be excused as if it had never been incorporated into this
Agreement, and, in lieu of such excused provision, there shall be added a
provision as similar in terms and amount to such excused provision as may be
possible and be legal, valid and enforceable, and (B) the remaining part of
this
Agreement shall not be affected thereby and shall continue in full force and
effect to the fullest extent provided by law.
(iii) Headings;
References; Incorporation; Gender.
The
headings used in this Agreement are for convenience and reference purposes
only,
and shall not be used in construing or interpreting the scope or intent of
this
Agreement or any provision hereof.
(c) Enforcement.
(i) Applicable
Law.
This
Agreement shall be solely governed by, interpreted under, and construed and
enforced in accordance with the laws of the State of California.
(ii) Consent
to Jurisdiction; Service of Process.
Any
action or proceeding arising out of or relating to this Agreement shall be
filed
in and heard and litigated solely before the state courts of California located
within the County of Orange.
(d) Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument, binding on all parties hereto.
WHEREFORE,
the
Shareholders and Sionix have signed this Agreement as of the date set forth
above.
|
SHAREHOLDERS
|
|
|
/s/
Xxxxxx X. Xxxxxxxx
|
|
|
Xxxxxx
X. Xxxxxxxx
|
|
|
/s/
Xxxx X. Xxxxxxxx
|
|
|
Xxxx
X. Xxxxxxxx
|
|
|
/s/
Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
|
|
|
SIONIX
CORPORATION
|
|
|
By:
/s/ Xxxxxxx X. Xxxxxxxx
|
|
|
Xxxxxxx
X. Xxxxxxxx
|
|
|
|
Chief
Executive Officer
|
