Exhibit
10.1


 


AGREEMENT
FOR TERMINATION


OF
BUSINESS COOPERATION AGREEMENT


 


This
AGREEMENT FOR TERMINATION OF BUSINESS COOPERATION AGREEMENT (“Termination Agreement”) is made on the 20th day
of October 2022, to be retroactively effective August 06, 2018, (the “Effective Date”), by and among Philux Global Group
Inc. (f/k/a PHI Group, Inc., “PHI”), a Wyoming corporation, with principal business address at 2323 Main Street, Irvine,
CA 92614, USA, hereinafter referred to as “PGG”, Vinafilms JSC (Công ty Cổ phần Màng Bao Bì
Tân Vinh Nam Phát), a Vietnamese joint stock company, with principal business address at Lot G9, Road No. 9, Tan Do Industrial
Zone, Duc Hoa Ha Village, Duc Hoa District, Long An Province, Vietnam, hereinafter referred to as “VNF” and its majority
shareholder Ms. Do Thi Nghieu, hereinafter referred to as “DTN”.


 


WITNESSETH:





 


WHEREAS,
on August 06, 2018, PGG signed a Business Cooperation Agreement with Vinafilms JSC (Công ty Cổ phần Màng Bao
Bì Tân Vinh Nam Phát), a Vietnamese joint stock company, with principal business address at Lot G9, Road No. 9, Tan
Do Industrial Zone, Duc Hoa Ha Village, Duc Hoa District, Long An Province, Vietnam, (VNF) and Ms. Do Thi Nghiem, its majority shareholder
(DTN), to exchange fifty-one percent ownership in VNF for Preferred Stock of PHI. According to the Agreement, PHI would be responsible
for filing a S-1 Registration Statement with the Securities and Exchange Commission for American Pacific Plastics, Inc., a subsidiary
of PHI that holds the 51% equity ownership in VNF, to become a fully-reporting public company in the U.S. Stock Market;


 


WHEREAS,
on September 20, 2018, a Stock Swap Agreement was signed by and between DTN, the majority shareholder holding 76% of ownership in VNF,
and PHI to exchange 3,060,000 shares of ordinary stock of VNF owned by DTN for 50 million shares of Class A Series III Cumulative, Convertible,
Redeemable Preferred Stock of PHI. Though this transaction was technically closed on September 28, 2018, PGG has never recognized the
operations of Vinafilms JSC in its consolidated financial statements due to the Covid-19 pandemic and other external and internal factors
that have prevented the Parties herein from completing a GAAP audit of Vinafilms JSC financial statements by a PCAOB-registered auditing
firm;


 


WHEREAS,
due to the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which make it infeasible for the Parties
herein to continue the originally-planned Business Cooperation Agreement, it deems to be in the best interests of PGG, VNF and DTN to
terminate the referenced Business Cooperation Agreement in its entirety;


 


NOW
THEREFORE, the Parties hereto agree as follows:


 


1.
Agreement for Termination of Business Cooperation Agreement dated August 06, 2018 by and among PHI Group, Inc. (n/k/a Philux Global Group
Inc.), Vinafilms JSC and Ms. Do Thi Nghieu:


 


PHI
Group, Inc. (n/k/a Philux Global Group Inc.), Vinafilms JSC and Ms. Do Thi Nghieu hereby agree to terminate said Business Cooperation
Agreement in its entirety. Notwithstanding certain provisions contained therein, said Business Cooperation Agreement and its terms and
conditions are null and void retroactively effective August 06, 2018.


 




    	AGREEMENT FOR TERMINATION OF
 BUSINESS COOPERATION AGREEMENT
 VINAFILMS JSC – PHI GROUP INC
	1



    	 



    

 


2.
Reimbursement of auditing expenses: PHI agrees to reimburse VNF for all such
reasonable auditing expenses incurred or paid for by VNF in connection with the financial audits carried out by DylanFloyd and M.S. Madhava
Rao auditing firms with respect to said Business Cooperation Agreement.


 


3.
Alternative Options: The parties herein agree to study various alternative options for potential future cooperation, including restructuring
or outright purchase in entirety of VNF, as the case may be, following the Termination of said Business Cooperation Agreement.


 


4.
Indemnification: Each of the Parties hereto agrees to indemnify and hold harmless the other Party and their respective officers,
directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, representatives,
affiliates and/or otherwise related persons and entities, and their respective officers, directors, employees, equity owners, agents,
independent contractors, heirs, administrators, executors, successors, assigns, and representatives, respectively from and against any
and all claims, demands, damages, including but not limited to their reasonable attorneys’ fees and costs, arising from or relating
to any breach of this Termination Agreement and/or its terms and conditions by a breaching Party.


 


5.
Governing Law and Forum: This Termination Agreement and the entire relationship among the Parties will be governed by and construed
under the laws of the State of California. Any dispute arising under, out of or in connection with this Termination Agreement, including
any question regarding its existence, validity or termination, shall be referred to and be finally resolved by binding arbitration in
Los Angeles, California before a single arbitrator. The American Arbitration Association Rules published and current at the date of the
referral of any dispute to arbitration pursuant to this clause shall control the selection of the arbitrator and the arbitration process.
The rules and regulations of the American Arbitration Association shall be deemed to be valid and acceptable by reference into this clause,
and no further agreement of the Parties shall be required to initiate such proceeding. The Party prevailing in such arbitration shall
be entitled to recover, in additional to all other remedies or damages, reasonable attorneys’ fees and costs. The Parties acknowledge
and agree that the arbitrator shall have the authority to enter orders and make awards of specific performance and/or injunctive relief.


 


6.
Notices: Any notice of other communication required or permitted by this Termination Agreement must be in writing and will be deemed
given when (i) delivered in person; (ii) submitted by facsimile with written confirmation of transmission or by email with receipt verification;
(iii) delivered by overnight or two day courier, with receipt and date of delivery stated; or (iv) when mailed by U.S. First Class Mail
addressed to:


 




    	AGREEMENT FOR TERMINATION OF
 BUSINESS COOPERATION AGREEMENT
 VINAFILMS JSC – PHI GROUP INC
	2



    	 



    




 


(a)
Philux Global Group Inc. (f/k/a PHI Group, Inc.):


 


PHI
Group, Inc.


(n/k/a
Philux Global Group Inc.)


2323
Main Street


Irvine,
CA 92614, U.S.A.


Telephone:
(714) 793-9227


Facsimile:
(657) 204-2692


Email:
info@philuxglobal.com


 


(b)
Vinafilms JSC


 


Vinafilms
Joint Stock Company


Lot
G9, Road No. 9, Tan Do Industrial Zone


Duc
Hoa Ha Village, Duc Hoa District


Long
An Province, Vietnam


Telephone:
+84966316831


Email:
duongthai@my.com


 


(c)
Majority Shareholder


 


Ms.
Do Thi Nghieu


Vinafilms
Joint Stock Company


Lot
G9, Road No. 9, Tan Do Industrial Zone


Duc
Hoa Ha Village, Duc Hoa District


Long
An Province, Vietnam


Telephone:
+84966316831


Email:
duongthai@my.com


 


7.
Amendments: This Termination Agreement may not be modified or amended except by written document signed by all the Parties.


 


8.
Parties: This Termination Agreement is for the benefit of, and binds, all the Parties, their successors and permitted assigns.


 


9.
Severability: The provisions of this Termination Agreement will be deemed severable, and if any part of any provision is held illegal,
void or invalid under applicable law, such provision will be changed to the extent reasonably necessary to make the provision, as so
changed, legal, valid and binding. If any provision of this Termination Agreement is held illegal, void or invalid in its entirety, the
remaining provisions of this Termination Agreement will not in any way be affected or impaired but will remain binding in accordance
with their terms.





 




    	AGREEMENT FOR TERMINATION OF
 BUSINESS COOPERATION AGREEMENT
 VINAFILMS JSC – PHI GROUP INC
	3



    	 



    




 





IN
WITNESS WHEREOF, the Parties hereto have agreed and executed this Agreement for Termination of Business Cooperation Agreement as
of the day and year first above written.


 





DATED:
October 20, 2022


 


	PHILUX
    GLOBAL GROUP INC. 	 
	(f/k/a
    PHI GROUP, INC.)	 
	A
    Wyoming Corporation 	 
	 	 
	By:
    	/signed
    and sealed/ Henry D. Fahman	 
	 	Henry
    D. Fahman, Chairman and Chief Executive Officer	 
		 
	VINAFILMS
    JSC	 
	A
    Vietnamese Joint Stock Company	 
	 	 
	By:
    	/signed
    and sealed/ Do Thi Nghieu	 
	 	Do
    Thi Nghieu, Chairwoman	 
		 
	MAJORITY
    SHAREHOLDER	 
	 	 
	By:
    	/s/
    Do Thi Nghieu	 
	 	Do
    Thi Nghieu, an individual	 



 







    	AGREEMENT FOR TERMINATION OF
 BUSINESS COOPERATION AGREEMENT
 VINAFILMS JSC – PHI GROUP INC
	4