Exhibit 10.1


 


RESCISSION AGREEMENT AND MUTUAL RELEASE


 


This RESCISSION AGREEMENT AND
MUTAL RELEASE (the “Agreement”), dated as of April 18, 2016 (the “Release Date”), is
entered into by and among GOLDEN GLOBAL CORP., a Nevada corporation (“GGC”), CORPAYCAR, LLC, a
Minnesota limited liability company (“CPC”), COMBO HITTER, LLC, an Ohio limited liability company and
wholly- owned subsidiary of GGC (“Combo”) and BRAD KOHLER, the sole member of CPC (“Member,”
and together with CPC and Combo, collectively, the “CPC Parties,” and together with GGC, collectively, the “Parties”
and individually, a “Party”).


 


RECITALS


 


WHEREAS, GGC,
CPR and Member entered into that certain Acquisition Agreement (the “Acquisition Agreement”) dated October 30,
2015 (the “Effective Date”); and


 


WHEREAS, pursuant
to the Acquisition Agreement, GGC was to acquire (the “Acquisition”), all of the issued and outstanding membership
interests of CPC (the “Interests”) from Member in exchange for the issuance to Member of 100,000 shares of GGC’s
Series B Convertible Preferred Stock (the “Series B Shares”), whereupon CPC would become a direct wholly-owned
subsidiary and Combo would become an indirect wholly-owned subsidiary of GGC; and


 


WHEREAS, the
Acquisition was never fully implemented in that the Interests were never formally conveyed by Member to GGC and GGC never formally
issued the Series B Shares to Member;


 


WHEREAS, a
dispute has arisen between the Parties with respect to the Acquisition and certain related matters; and


 


WHEREAS, the
Parties believe that it is in their respective best interests to resolve such dispute by rescinding the Acquisition ab initio retroactive
to the Effective Date, on the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.          Recitals.  The
foregoing recitals are true and correct and incorporated herein by reference.


 




     


     


    

  


2.            Rescission.


 


(a)          The
Acquisition and the Acquisition Agreement are hereby rescinded ab initio as of the Effective Date and the Acquisition Agreement
and any other agreements entered into in connection therewith (collectively, the “Transaction Agreements”) are
no further force and effect.


 


(b)          The
CPC Parties, jointly and severally waive (i) any ownership right in and to the Series B Shares, including the issuance thereof
or any other securities of GGC; and (ii) any right to receive compensation of any type and any other benefit from GGC pursuant
to the Transaction Agreements.


 


(c)          GGC
hereby waives (i) any ownership right in and to the Interests and to the extent the Interests were conveyed by Member to GGC pursuant
to the Transaction Agreements, hereby sells, assigns, transfers and conveys the Interests to Member; and (ii) any ownership rights
in the intellectual property or other assets of CPC or Combo.


 


(d)          Any
contract between GGC and any fighter is hereby transferred, assigned and conveyed to CPC as of the Release Date and the CPC parties
shall assume no liability with respect to any payments made by GGC under any of those contracts prior to the Release Date.


 


(e)          The
CPC Parties shall have no obligation to repay GGC for any funds advanced by GGC to the CPC Parties to fund the operations of CPC
and Combo between the Effective Date and the Release Date.


 


(f)          As
of the Release Date, except for required filings under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), GGC shall immediately cease and desist from using and shall have no further right to use the “Combo Hitter”
name and likeness in any and all distribution channels, as well as in any media of any format, whether in print, broadcast or online.


 


3.                  Releases.


 


(a)          The
CPC Parties, for themselves and their affiliates and their respective past and present members, shareholders, managers, directors,
officers, employees, attorneys and agents hereby release fully and discharge forever any and all promises, covenants, agreements,
contracts, claims, demands or causes of action, whether in law or in equity, for damages, costs, expenses, compensation or other
relief for or on account of any damages, loss, injury or harm, whether developed or undeveloped, known or unknown or past, present
or future which they ever had, now have or hereinafter can, shall or may have against GGC and its affiliates and their respective
past and present members, shareholders, managers, directors, officers, employees, attorneys, agents, heirs, legal representatives,
successors and assigns (the “GGC Released Parties”), by reason of any act, omission or matter whatsoever done
by any of the GGC Released Parties, individually and collectively, whether pursuant to the Transaction Agreements or otherwise,
from the beginning of the world and until the Release Date.


 




     


     


    

  


(b)          GGC,
for itself and its their affiliates and their respective past and present members, shareholders, managers, directors, officers,
employees, attorneys and agents hereby release fully and discharge forever any and all promises, covenants, agreements, contracts,
claims, demands or causes of action, whether in law or in equity, for damages, costs, expenses, compensation or other relief for
or on account of any damages, loss, injury or harm, whether developed or undeveloped, known or unknown or past, present or future
which they ever had, now have or hereinafter can, shall or may have against the CPC Parties and their affiliates and their respective
past and present members, shareholders, managers, directors, officers, employees, attorneys, agents, heirs, legal representatives,
successors and assigns (the “CPC Released Parties”), by reason of any act, omission or matter whatsoever done
by any of the CPC Released Parties, individually and collectively, whether pursuant to the Transaction Agreements or otherwise,
from the beginning of the world and until the Release Date.


 


4.          Indemnification.  GGC
hereby indemnifies and holds the CPC Parties harmless from and against any and all claims, damages, costs, expenses or losses
whatsoever, together with out-of-pocket costs and expenses, including reasonable fees and cost disbursements of counsel, incurred
by any CPC Party, which arise from press releases or other public announcements and Exchange Act filings made by CPC with respect
to the Acquisition.


 


5.           Non-Disparagement.       Neither
the CPC Parties on one hand nor GGC on the other hand, will disparage, portray in a negative light, or make any statement which
could be construed as defamatory to the other Party or Parties or injurious to their reputation.


 


6.           Default.     A
default under this Agreement shall occur upon the discovery of any breach of this Agreement.


 


7.            Representations
and Warranties.


 


(a)          The
Parties represent and warrant to each other that (i) they have all necessary authority to execute this Agreement; (ii) upon execution
and delivery, this Agreement will become a binding obligation of each of the Parties, enforceable in accordance with its terms;
(iii) the execution, delivery and performance of this Agreement will not violate any federal or state law, rule or regulation applicable
to the Parties; and (iv) there are no pending or to each Party’s knowledge, threatened claims or actions against another
Party with respect to CPC, Combo, the Acquisition or the Combo Hitter product.


 


(b)          The
Parties expressly represent and warrant to each other that they have been fully informed as to the terms, contents, conditions
and effects of this Agreement and that they have executed the same freely and voluntarily and having had the opportunity to obtain
the advice from their own attorneys and fully understand and intend this Agreement to be a full, complete, and final settlement
and release as to all matters set forth herein.


 




     


     


    

  


8.          Attorney’s
Fees and Costs.  The Parties shall each pay their own expenses incurred
incident to this Agreement and the transactions contemplated herein, including their respective legal fees. If, however, any legal
action or other proceeding is brought for the interpretation or enforcement of or otherwise under this Agreement, or to obtain
damages, injunctive or equitable relief arising out of a breach of this Agreement, the prevailing Parties shall be entitled to
recover from the non-prevailing Parties, all attorney’s fees and costs incurred in such action or proceeding, at both trial
and appellate levels, in addition to any and all other relief relating to the attorney’s fees and costs set forth in this
Agreement.


 


9.            Miscellaneous.


 


(a)          This
Agreement incorporates all of the terms and conditions of the agreement among the Parties with respect to the subject mater hereof
and supersedes any prior negotiations or any prior contemporaneous agreements or representations, oral or written, expressed or
implied, by or between the Parties with respect to the subject matter hereof.


 


(b)          The
Parties acknowledge that they have read and understand this Agreement and all documents to which this Agreement refers.


 


(c)          Nothing
shall serve to amend or modify any provisions of this Agreement in any respect whatsoever unless reduced to writing and signed
by all the Parties.


 


(d)          No
waiver of any of the provisions of this Agreement in any one instance shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed
in writing by the Parties making the waiver.


 


(e)          In
the event that any one or more of the provisions contained in this Agreement shall be declared invalid, void or unenforceable,
the remainder of the provisions of this Agreement shall remain in full force and effect, and each term and provision shall be subject
to enforcement to the maximum extent permitted by law, provided that this does not result in failure of the essential purpose of
this Agreement for either side.


 


(f)          This
Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada, without regard to conflicts
of law principles.


 


(g)          The
Parties acknowledge that they have each been advised by counsel during the course of negotiation of this Agreement and, therefore,
this Agreement and any other documents related hereto shall be interpreted without regard to any presumption or rule requiring
construction against the party causing this Agreement to be drafted.


 


(h)          This
Agreement may be executed simultaneously in counterparts, including by facsimile, .pdf or other electronic transmission, each of
which shall be deemed an original, but all of which shall constitute one and the same agreement.


 


(i)          This
Agreement shall be binding upon the Parties, their respective heirs, legal representatives and successors and assigns and shall
inure to the benefit of the aforementioned persons and the Parties, as the case may be.


 




     


     


    

  


(j)          The
terms of this Agreement shall remain absolutely confidential and none of the Parties shall divulge or disclose the facts, circumstances,
representations or negotiations underlying the parties’ dispute or the terms or conditions of this Agreement, to any person,
corporation, association, governmental agency or other entity except: (i) to the extent necessary to report to appropriate taxing
authorities or any regulatory authority as required by law; (ii) to the extent necessary to enforce the Parties’ rights under
this Agreement; (iii) to the Parties’ attorneys, accountants or financial advisors; (iv) as required by applicable law; or
(v) in response to an inquiry, order or subpoena issued by or under authority of a court of competent jurisdiction or a governmental
agency.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the Release Date.


 


GGC:


 


	GOLDEN GLOBAL CORP.	 
	 	 	 
	By: 	/s/ Erik Blum	 
	 	Erik Blum, Chief Executive Officer	 
	 	 	 
	THE CPC PARTIES:	 
	 	 
	CORPAYCAR, LLC	 
	 	 	 
	By:
    	Brad Kohler	 
	 	Brad Kohler, CEO	 
	 	 	 
	COMBO HITTER, LLC	 
	 	 	 
	By:
    	Brad Kohler	 
	 	Brad Kohler, CEO	 
	 	 	 
	/s/ Brad Kohler	 
	Brad Kohler