TERMINATION
AGREEMENT AND MUTUAL GENERAL RELEASE
This
Termination Agreement and Mutual General Release (the “Agreement”) is made, entered into, and given as of the
25th day of July 2017 (the “Effective Date”), by and between Joytoto Co., Ltd., a Korean company organized
and existing under the laws of the Republic of Korea (“Joytoto”), Joyon Entertainment Co., Ltd., a Korean company
organized and existing under the laws of the Republic of Korea (“Joyon Entertainment”) and Pollex, Inc., a
Nevada corporation (“Pollex”). Joytoto, Joyon Entertainment and Pollex are at times collectively referred to
herein individually as a “Party” and collectively as the “Parties.”
WHEREAS,
Joytoto and Joyon Entertainment, together as licensor, entered into a Master License Agreement (the “License Agreement”)
dated as of April 18, 2007 with Joytoto America, Inc., as licensee (“Joytoto America”);
WHEREAS,
effective June 29, 2010, Joytoto America, with the consent of Joytoto and Joyon Entertainment, transferred all of their rights
and obligations pursuant to the License Agreement to Pollex;
WHEREAS,
following the ten-year term of the License Agreement, on April 18, 2017, the License Agreement was automatically extended for
a period of one year pursuant to its terms; and
WHEREAS,
the Parties desire to terminate the License Agreement pursuant to the terms as set forth herein.
NOW,
THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Termination
of License Agreement. Notwithstanding anything contained in the License Agreement, the Parties agree that the License Agreement
shall be terminated in its entirety upon the Effective Date.
2. Further
Acts. The Parties agree that they will not publicly or privately disparage or criticize each other, or any of their partners,
shareholders, members, directors, officers, agents, attorneys or employees. The Parties acknowledge and hereby re-affirm their
continued obligation to each other with respect to maintaining the confidentiality of any confidential, privileged, or proprietary
information of the other Party to which they had access, and work product developed, in connection with the License Agreement.
3. Monies
Owed. The Parties acknowledge and agree that as a result of such termination all monies owed by any Party, whether or not
existing, will be hereby terminated and any clause in the License Agreement related thereto shall be of no further force or effect.
4. Mutual
Release. (i) Joytoto and Joyon Entertainment, and any entity which Joytoto and Joyon Entertainment maintain a direct or indirect
controlling or majority interest, hereby release and forever discharge Pollex, its respective present and future directors, officers,
managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all
successors and assigns of any of the foregoing (collectively, the “Pollex Releasees”), of and from all claims,
demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties,
interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever
kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract,
tort, law, equity, or otherwise, under the laws of any jurisdiction, that Pollex, and any entity with which Pollex is affiliated
or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners,
employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against
Pollex Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever
from the beginning of the world through, and including, the date of this Agreement (“Pollex Claims”); and (ii)
Pollex, and any entity which Pollex maintains a direct or indirect controlling or majority interest, hereby releases and forever
discharges Joyoto and Joyon Entertainment, its present and future directors, officers, managers, partners, agents, consultants,
employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing
(collectively, the “Joytoto Releasees”), of and from all claims, demands, actions, causes of action, rights
of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs,
remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description,
direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise,
under the laws of any jurisdiction, that Joytoto and Joyon Entertainment, and any entity with which Joytoto and Joyon Entertainment
is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers,
directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall,
or may have, against the Joytoto Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause,
or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Joytoto Claims”
and with the Pollex Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of
the Joytoto Claims and Pollex Claims shall not release any claims or responsibilities under this Agreement.
It
is understood and agreed that the Parties hereby expressly waive any and all laws or statutes, of any jurisdiction whatsoever,
which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a
release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that
this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof
even if knowledge thereof would have materially affected the decision to give said release.
5. Assignment.
Each Party to this Agreement hereby covenants and represents to the other Party that it has not has assigned, transferred, or
otherwise conveyed any of the Claims being released herein.
6. Consideration.
Each Party to this Agreement acknowledges that it has received good, valuable and sufficient consideration for entering into this
Agreement and further acknowledges and warrants that, except as expressly provided herein, this Agreement shall not be voidable
for any reason including, but not limited to, any claim of mistake of fact or the adequacy or inadequacy of consideration.
7. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and assigns.
8. Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of
New York without regard to the choice of law principles thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City and County of New York in the State of New York for the adjudication of any
dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably
waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
9. Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Party
to this Agreement will be entitled to specific performance hereunder. Accordingly, the Parties agree that, in addition to any
other remedies available to it at law or in equity, any Party shall be entitled to seek injunctive relief to enforce the terms
of this Agreement.
10. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.
11. Counterparts/Execution.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file of an executed signature
page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or electronic file signature page (as the case may be) were an
original thereof.
12. Further
Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
13. Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith.
14. Attorneys’
Fees. In the event that it should become necessary for any Party entitled hereunder to bring suit against any other Party
to this Agreement for a breach of this Agreement, the Parties hereby covenant and agree that the prevailing Party shall be entitled
to recover all reasonable attorneys’ fees and costs of court incurred in connection with any such dispute.
15. Entire
Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject matter
hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties.
No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under
this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by all
parties to this Agreement. Any waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given.
16. Headings.
The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.
17. Construction.
Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context requires otherwise.
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IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first above written.
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Joytoto Co., Ltd. |
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JoyON ENTERTAINMENT Co., Ltd. |
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POLLEX, INC. |
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