Exhibit
10.1


 


MUTUAL
RESCISSION AGREEMENT AND GENERAL RELEASE


 


This
Mutual Rescission Agreement and General Release (“Rescission Agreement”) is entered into as of January 31,
2014 (the “Effective Date”) by and among Apple Green Holding, Inc., formerly known as Blue Sun Media, Inc.,
a Nevada corporation (“AGH NV”), Apple Green International Limited, a corporation incorporated under the laws
of Republic of Seychelles (“AGI”) and Apple Green Venture SND. BHD, a company incorporated under the laws of Malaysia
and the former sole shareholder of AGI (“Shareholder”). The parties to this Rescission Agreement are sometimes
individually referred to herein as a “Party” or collectively, as the “Parties.”


 


RECITALS


 


WHEREAS,
On January 10, 2014, AGH NV, AGI and Shareholder executed a Securities Exchange Agreement (“Share Exchange Agreement”)
whereby AGH NV acquired 100% of the outstanding equity interests of AGI (the “AGI Shares”) in consideration
of the issuance of 389,800,000 shares of common stock of AGH NV (the “NV Shares”) to the Shareholder (the Share
Exchange Agreement, the acquisition of the AGI Shares and the issuance of NV Shares is collectively the “Transaction”);


 


WHEREAS,
the Parties determined to rescind the Transaction on January 31, 2014 and return the NV Shares to AGH NV and the AGI Shares to
the former Shareholder of AGI, as if the Transaction never occurred (the “Rescission”) as a result of disagreements
with respect to the number of shares outstanding in AGH NV and other matters concerning the Share Exchange Agreement;


 


WHEREAS,
the Parties desire to settle and resolve all potential claims, legal actions, judgments, disputes, claims, causes of action, and
appeals against each other, known or unknown concerning the Share Exchange Agreement, by entering into this Rescission Agreement;
and


 


WHEREAS,
the Parties desire that this Rescission Agreement lawfully: (i) rescind the various business relationships between the Parties
created by the Share Exchange Agreement; (ii) rescind all agreements presently linking the Parties together as of the Effective
Date; (iii) provide for an orderly and amicable separation of the Parties; and (iv) compromise and settle all disputes, if any,
between the Parties.


 


RESCISSION
AGREEMENT


 


NOW
THEREFORE, in consideration of the foregoing recitals and the mutual covenants and representations contained herein, 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 in all material respects and are hereby incorporated
herein as a material part of this Agreement.


 






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2.     Rescission
of Transaction. The Parties hereby rescind all agreements entered into in connection with the Share Exchange Agreement. This
rescission and termination includes, but is not limited to, the following agreements and related documents (collectively the “Transaction
Documents”):


 


2.1
  The Share Exchange Agreement;


 


2.2
  Any other agreements in connection with the Transaction among the Parties.


 


3.     Effectuation
of the Rescission. The Rescission is effectuated through the following:


 


3.1   Exchange
of AGH NV Shares. All AGH NV Shares owned by the Shareholder which are issued and outstanding immediately prior to the Effective
Date shall be cancelled at the Effective Date pursuant to this Rescission Agreement. All certificates of AGH NV Shares delivered
to the Shareholder shall be surrendered to AGH NV and cancelled. If no share certificate was delivered, the AGH NV Shares owned
by the Shareholder shall be cancelled on the books of AGH NV as if never issued. As of the Effective Date, the Shareholder shall
have no ownership interest whatsoever in the AGH NV Shares or any equity interests of AGH NV.


 


3.2
  Exchange of AGI Shares. All AGI Shares owned or controlled by AGH NV which are issued and outstanding immediately prior
to the Effective Date shall be delivered to the Shareholder pursuant to this Rescission Agreement. As of the Effective Date, AGH
NV shall have no ownership interest whatsoever in the AGI Shares or any equity interests of AGI.


 


3.3
  Closing. The closing of this transaction (the “Closing”) shall take place at a place and time mutually
determined by the parties hereto, subject to compliance or waiver of the terms, conditions and contingencies contained in this
Agreement and all required documents have been delivered. Each of the parties will take all such reasonable and lawful action
as may be necessary or appropriate in order to effectuate the Rescission as promptly.


 


4.
   Shareholder and AGI Release. Each of the AGI Parties, including
the Shareholder, (as defined below) and their respective affiliates, subsidiaries, officers, directors, attorneys, agents, employees,
successors, or assigns, as applicable do hereby globally, immediately and forever release, remise, acquit, satisfy and discharge
AGH NV, and any and all of its affiliates, subsidiaries, officers, directors, attorneys, agents, employees, successors, or assigns,
as applicable (the “AGH NV Parties”), from any and all manner of claims, benefits, rights, sums of money, causes
of action, suits, debts, obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law
or in equity, of whatever nature or kind, known or unknown, which the Shareholder or AGI ever had, now have, or may have, against
AGH NV Parties for, upon or by reason of the Transaction or the Transaction Documents, with the exception of the rights and obligations
of the Parties under this Agreement.


 






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5.
    AGH NV Release. The AGH NV Parties and their respective affiliates, subsidiaries, officers, directors,
attorneys, agents, employees, successors, or assigns, as applicable, do hereby globally, immediately
and forever release, remise, acquit, satisfy and discharge the Shareholder and the AGI and any and all of their respective affiliates,
subsidiaries, officers, directors, attorneys, agents, employees, personal representatives, successors, or assigns, as applicable
(collectively the “AGI Parties”), from any and all manner of claims, benefits, rights, sums of money, causes
of action, suits, debts, obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law
or in equity, of whatever nature or kind, known or unknown, which the AGH NV Parties ever had, now have, or may have, against
the AGI Parties for, upon or by reason of the Transaction or the Transaction Documents, with the exception of the rights and obligations
of the Parties under this Agreement.


 





6.    No
Obligations. Each Party hereto hereby acknowledges and agrees, subject to the provisions of this Agreement, that effective
at and as of the Effective Date, neither of the parties hereto shall have any further obligation to each other pursuant to or arising
directly or indirectly from the Transaction Documents or from any other agreement and understanding whether written or oral relating
to the subject matter thereof.


 


7.    Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable therein.


 


8.    Severability.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in
any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions
hereof, and each provision is hereby declared to be separate, severable and distinct.


 


9.    Counterparts.
This Agreement may be executed in any number of counterparts (by original or facsimile signature) and all such counterparts taken
together will be deemed to constitute one and the same instrument.


 


10.   Effect of Agreement.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns
and heirs, executors and administrators, as applicable.


 


11.   Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions,
covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise,
relating to the subject matter hereof except as herein provided.




 


[Signature
Page to Follow]


 






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IN
WITNESS WHEREOF the parties hereto have duly executed this agreement under seal as of the day and year first written above.


 


	 	APPLE
    GREEN HOLDING, INC.
	 	 
	 	/s/Vincent Loy Ghee Yaw
	 	Name:
    Vincent Loy Ghee Yaw 
	 	Title:
      Chief Executive Officer
	 	 
	 	 
	 	APPLE
    GREEN INTERNATIONAL LIMITED
	 	 
	 	/s/Sin Sook Chen
	 	Name:
    Sin Sook Chen 
	 	Title:
      Director
	 	 
	 	 
	 	APPLE
    GREEN VENTURE SDN. BHD.
	 	 
	 	/s/Vincent Loy Ghee Yaw 
	 	Name:
    Vincent Loy Ghee Yaw 
	 	Title:
      Director


 


 


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