Exhibit 10.1


 


TERMINATION AGREEMENT AND ACKNOWLEDGEMENT


 


This Termination Agreement
and Acknowledgement (“Termination Agreement”) is entered into on May 19, 2017 by and among Grey Cloak Tech Inc.,
a Nevada corporation (the “Buyer”), ShareRails, LLC, a Delaware limited liability company (the “Company”),
Joseph Nejman, an individual (“Nejman”), Dmitry Chourpo, an individual (“Chourpo”), Joseph
Nejman, in his capacity as the “Selling Members’ Representative” (the Selling Members’ Representative
represents the members of the Company as listed on Exhibit A of the Agreement, defined below, each a “Selling Member”
and collectively the “Selling Members”), and solely for purposes of Section 4 of this Termination Agreement,
William Bossung, an individual (“Bossung”), Fred Covely, an individual (“Covely”), Dimicho
Pty. Ltd. (“Dimicho”), and Covely Information Systems (“CIS”). Each of the Buyer, Company,
Nejman, Chourpo, and the Selling Members may be referred to herein as a “Party” and collectively as the “Parties.”
All capitalized terms not defined herein have the meaning given to such terms in that certain Share Exchange Agreement, dated March
31, 2017 (the “Agreement”).


 


RECITALS


 


WHEREAS, the Parties are
parties to the Agreement;


 


WHEREAS, pursuant to Section
1.3(b) and (e) and Section 4.2(c) of the Agreement, the Nejman and the Selling Members were obligated to deliver
to the Buyer a counterpart signature page to the Representative Agreement within ten (10) days of the Effective Date;


 


WHEREAS, the Nejman and
Selling Members failed to fulfill their obligation under Section 1.3(b) and (e) and Section 4.2(c) of the
Agreement;


 


WHEREAS, on March 31, 2017
Nejman was appointed to the Buyer’s Board of Directors and as the Buyer’s President in anticipation of the Closing
of the Agreement and because the Closing will no longer take place, the Parties desire for Nejman to resign from the Buyer’s
Board of Directors and his position as President of the Buyer;


 


WHEREAS, on March 31, 2017,
Bossung and Nejman entered into Employment Agreements with the Buyer and it was intended that the Employment Agreements would become
effective upon Closing of the transactions contemplated by the Agreement;


 


WHEREAS, on March 31, 2017,
Dimicho and CIS entered into Development Services Agreements with the Buyer and it was intended that the Development Services Agreements
would become effective upon Closing of the transactions contemplated by the Agreement;


 


WHEREAS, on March 31, 2017,
Bossung, Covely, Chourpo and Nejman entered into Exchange Agreements with the Buyer and it was intended that the Exchange




    


     


    

Agreements would become effective upon Closing
of the transactions contemplated by the Agreement;


 


WHEREAS, on March 31, 2017,
Buyer executed an Amended and restated Limited Liability Company Operating Agreement of ShareRails, LLC and it was intended that
the Amended and Restated Limited Liability Company Operating Agreement would become effective upon Closing of the transactions
contemplated by the Agreement;


 


WHEREAS, on March 31, 2017,
Buyer, Bossung, Covely, Chourpo and Nejman entered into a Shareholders Agreement and it was intended that the Shareholders Agreement
would become effective upon Closing of the transactions contemplated by the Agreement; and


 


WHEREAS, in light of the
items set forth above, the Parties desire to terminate the Agreement, the Employment Agreements, the Development Services Agreements,
the Shareholders Agreement, the Amended and Restated Operating Agreement and the Exchange Agreements as set forth below.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


AGREEMENT


 


1.                 
Pursuant to Section 4.2(c) of the Agreement, the obligations of the Buyer to effect the Exchange and consummate the
transactions contemplated by the Agreement were subject to the satisfaction of the condition that Nejman deliver to Buyer, within
ten (10) days of the Effective Date, a fully executed copy of the Representative Agreement. The Parties hereto acknowledge that
the Buyer has not received a fully executed copy of the Representative Agreement. Because this condition precedent has not been
fulfilled, Buyer herby gives the other Parties notice of its election to cancel the Agreement. The Parties hereby acknowledge the
Buyer’s right to terminate the Agreement and agree that the Agreement is terminated and the transactions contemplated thereby
are cancelled. Any rights and obligations that the Parties may have pursuant to the Agreement are hereby forfeited and terminated.


 


2.                 
The Parties hereby agree to terminate the following agreements, and the Parties acknowledge that the following agreements
will have no effect, as if they had not been entered into:


 


		a.	Employment Agreement by and between the Buyer and William Bossung, dated March 31, 2017;



		b.	Employment Agreement by and between the Buyer and Joseph Nejman, dated March 31, 2017;



		c.	Development Services Agreement by and between the Buyer and Covely Information Systems, dated March
31, 2017;





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		d.	Development Services Agreement by and between the Buyer and Dimicho Pty. Ltd., dated March 31,
2017;



		e.	Shareholders Agreement by and between the Buyer, Covely, Bossung, Nejman and Chourpo, dated March
31, 2017;



		f.	Amended and Restated Limited Liability Company Operating Agreement of ShareRails, LLC, dated March
31, 2017;



		g.	Exchange Agreement by and between the Buyer and Bossung, dated March 31, 2017;



		h.	Exchange Agreement by and between the Buyer and Covely, dated March 31, 2017;



		i.	Exchange Agreement by and between the Buyer and Chourpo, dated March 31, 2017; and



		j.	Exchange Agreement by and between the Buyer and Nejman, dated March 31, 2017.



 


3.                 
Any amounts advanced by the Buyer to the Company, Nejman, Chourpo or Dimicho will be considered a debt obligation of the
Company and must be repaid to the Buyer on the terms set forth in a promissory note between the Company and the Buyer, the form
of which is attached hereto as Exhibit A, regardless of whether the Closing occurs.


 


4.                 
Nejman agrees to resign from the Buyer’s Board of Directors and from his position of President of the Buyer and will
submit his resignation concurrently with the execution of this Termination Agreement effective as of the date hereof.


 


[remainder of page intentionally left blank; signature page to follow]






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IN WITNESS WHEREOF, the Parties hereto have
caused this Termination Agreement and Acknowledgement to be executed on the dates shown below, effective as of the day and year
first above written.


 


	 	“Buyer”
	 	 
	 	Grey Cloak Tech Inc.,
	 	a Nevada corporation
	 	 
	 	 
	 	/s/ Fred Covely
	 	By:Fred Covely
	 	Its:President


 


[signatures continue on the following page]






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	 	“Company”
	 	 
	 	ShareRails, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	/s/ Joseph Nejman
	 	By:Joseph Nejman
	 	Its:President and Manager


 


 


[signatures continue on the following page]




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	 	“Selling Members’ Representative”
	 	 
	 	 
	 	/s/ Joseph Nejman
	 	Joseph Nejman,
	 	on behalf of the Selling Members
	 	 
	 	“Nejman”
	 	 
	 	 
	 	/s/ Joseph Nejman
	 	 Joseph Nejman, an individual
	 	 
	 	“Chourpo”
	 	 
	 	 
	 	/s/ Dmitry Chourpo
	 	Dmitry Chourpo, an individual


 


 


[signatures continue on the following page]




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	 	Solely for purposes of Section 4 of this Addendum:
	 	 
	 	“Bossung”
	 	 
	 	 
	 	/s/ William Bossung
	 	William Bossung, an individual
	 	 
	 	“Covely”
	 	 
	 	 
	 	/s/ Fred Covely
	 	Fred Covely, an individual
	 	 
	 	“Dimicho”
	 	 
	 	Dimicho Pty. Ltd., 
	 	a Victoria AU based Company
	 	 
	 	/s/ Dmitry Chourpo
	 	By: Dmitry Chourpo
	 	Its:  CEO & President
	 	 
	 	“CIS”
	 	 
	 	Covely Information Systems
	 	 
	 	 
	 	/s/ Fred Covely
	 	By: Fred Covely
	 	Its: President


 




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EXHIBIT A


 


PROMISSORY NOTE