EXHIBIT
10.07


 


Prepared
by:


Catherine
A. Tanck


Davenport,
Evans, Hurwitz & Smith, LLP


206 W. 14th
St., PO Box 1030


Sioux Falls,
SD 57101-1030


(605) 357-1223


 


TERMINATION
AGREEMENT


 


This
TERMINATION AGREEMENT is made and entered into as of this 16 day of May, 2014, by and between Spader, Inc., a South Dakota corporation,
of 1601 E. Robur Dr., Sioux Falls, SD 57104, hereinafter referred to as “Seller”, and Verity Farms, LLC, a South Dakota
limited liability company, of 47184 258th St., Sioux Falls, SD 57107, hereinafter referred to as “Buyer.”


 


WITNESSETH:


 


WHEREAS,
Seller sold to Buyer, and Buyer purchased from Seller, pursuant to a contract for deed dated December 27, 2012, as amended to
date (“Contract for Deed”), that certain real estate located in Minnehaha County, South Dakota, which is legally described
on Exhibit A, attached hereto and incorporated herein by this reference, which real estate is referred to herein and in the Contract
for Deed as the “Property”; and


 


WHEREAS,
the Contract for Deed provided for payment of a total purchase price of Two Million Four Hundred Thousand Dollars ($2,400,000),
together with interest from and after the date of the Contract for Deed, at the rate of six percent (6%) per annum, payable in
five (5) annual installments of Four Hundred Thousand Dollars ($400,000) each, including principal and interest, commencing on
September 20, 2013, and continuing on the same date of the succeeding four (4) calendar years, and with a balloon payment of all
unpaid principal and accrued interest on September 20, 2018; and


 


WHEREAS,
Seller has not received any payments from Buyer to date of principal or interest under the Contract for Deed and, as such, Buyer
is in default thereunder; and


 


WHEREAS,
the parties now desire to terminate the Contract for Deed by mutual agreement and to return the Property to the Seller,


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, it is agreed as follows:


 




    	 



    	 



    


 


1.Termination.
The parties agree that in lieu of proceeding under the default provisions of Section 12 of the Contract for Deed, the parties
by mutual agreement hereby agree that the Contract for Deed shall terminate on _____________, 2014 (“Termination Date”).
Prior to the Termination Date, Buyer shall vacate the Property and surrender and return the Property to the Seller in substantially
the same condition as it was on December 27, 2012.


 


2.The
Existing Leases/Assignment of Rents. Buyer warrants and represents and agrees as follows:


 


(a)the
Property is subject to no leases or other contracts except (i) leases that were in place on December 27, 2012, and to which no
modifications or amendments have since been made; or (ii) other leases or other contracts to which Seller gave its prior written
consent;


 


(b)to
Buyer’s knowledge, no liens, restrictions or encumbrances have been placed on the Property from and after December 27, 2012,
with or without the permission of the Buyer;


 


(c)Buyer
is responsible for the real estate taxes and assessments on the Property for the 2013 calendar year (which are payable in 2014).
Within six (6) months following the date hereof, Buyer agrees to pay Seller for such taxes and assessments, together with interest
at the rate of three percent (3%) per annum from May 1, 2014 until payment is made;


 


(d)Buyer
has complied, in full, with all of its obligations under Sections 8 and 13 of the Contract for Deed up to through the Termination
Date;


 


(e)Buyer
has not assigned all or any part of its rights under the Contract for Deed in violation of Section 18 of the Contract for Deed
up through the Termination Date;


 


(f)Buyer
has complied, in full, with all of its obligations under Section 9 of the Contract for Deed up through the Termination Date;


 


(g)Buyer
hereby waives any right it may have to CRP and any other federal farm program payments associated with the Property under Section
17 of the Contract for Deed; and


 


(h)upon
execution of this Termination Agreement by both parties, Buyer shall deliver to Seller a duly executed Quit Claim Deed in the
form attached as Exhibit B.


 


As
additional security for Buyer’s obligations to Seller under the Contract for Deed, Buyer executed an Assignment of Rents
providing, in part, that Seller was entitled to receive all rents, income, issues, and profits in connection with any lease agreement
then in place, or to be entered into in the future, with respect to the Property. Pursuant to such provision, the parties agree
that Seller shall be entitled to retain any rents, income, issues and profits it has already received, and shall also be entitled
to receive any future profits with respect to the Property. To the extent that any of such amounts have been or in the future
are delivered to Buyer, Buyer agrees that it has and will receive such amounts shall only as an agent for the Seller (and not
for its own account) and shall notify Seller of their receipt and promptly turn them over to Seller.


 




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3.Mutual
Release. Upon Buyer and Seller satisfying their obligations as set forth in this Termination Agreement, and subject to such
satisfaction:


 


(a)Except
as provided herein, Seller releases, discharges and waives any claims, known or unknown, against Buyer and its officers, directors,
managers, members, affiliates (including but not limited to Verity Corp.) or agents, and their respective successors and assigns,
arising out of or in any way connected to the Contract for Deed through the date hereof, including its right to accrued interest.
The foregoing release discharge, and waiver shall not apply to any claim that Seller may have for indemnification under Section
11 of the Contract for Deed for injuries occurring on or before the Termination Date, or for payment of real estate taxes, with
interest, under Section 2(c) hereof; and


 


(b)Buyer
releases, discharges and waives any claims, known or unknown, against Seller and its officers, directors, shareholders or agents,
and their respective successors and assigns, arising out of or in any way connected with the Contract for Deed through the date
hereof.


 


Nothing
in this Section shall operate as a release of any party from its liabilities and obligations arising under this Termination Agreement.


 


4.Binding
Effect. This Termination Agreement shall be for the benefit of, and shall be binding upon, the parties hereto and their respective
successors and assigns.


 


5.Final
Agreement. This Termination Agreement shall constitute the final agreement and understanding of the parties on the subject
matter hereof. This Termination Agreement may be modified only by a further writing signed by both parties.


 


6.Governing
Law; Illegality. This Termination Agreement shall governed by the laws of the State of South Dakota, without regard to its
conflict of law provisions. If one or more of the provisions contained herein shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this
Termination Agreement, and this Termination Agreement shall be construed as if such invalid, illegal or unenforceable provision
had not been contained herein, and shall be enforced to the maximum extent permitted by law.


 


7.Counterparts.
This Termination Agreement may be executed in any number of counterparts, each of which shall be deemed and original, but all
of which together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties have caused this Termination Agreement to be executed by their duly authorized representatives as
of the ___ day of ___________, 2014.


 


	 	SPADER, INC.
	 	 	 
	 	By:	/s/
    DUANE SPADER
	 	Its:	 
	 	 	 
	 	VERITY FARMS, L.L.C.
	 	 	 
	 	By:	/s/
    VERLYN SNELLER
	 	Its:	 


 




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	STATE OF SOUTH DAKOTA 	)
	 	: SS
	COUNTY OF MINNEHAHA	)


 


On
this, the _____ day of _______________, 2014, before me, the undersigned officer, personally appeared ___________________, who
acknowledged himself to be the __________________________ of Spader, Inc., a corporation, and that he, as such officer, being
authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation
by himself as ______________________.


 


IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


 


 


	 	 
	 	Notary Public, South Dakota
	 	My Commission expires:	 


 


	STATE OF SOUTH DAKOTA 	)
	 	: SS
	COUNTY OF MINNEHAHA	)


 


On
this, the _____ day of _______________, 2014, before me, the undersigned officer, personally appeared ___________________, who
acknowledged himself to be the __________________________ of Verity Farms, L.L.C., a limited liability company, and that he, as
such _____________, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing
the name of the company by himself as ______________________.


 


IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


  


 


	 	 
	 	Notary Public, South Dakota
	 	My Commission expires:	 
	 	 


 




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Exhibit
A


Legal
Description


 


The
Northwest Quarter of the Southeast Quarter (NW1/4SE1/4), the West Half of the Northeast Quarter (W1/2NE1/4), the South Half of
the Northwest Quarter (S1/2NW1/4), and the Northeast Quarter of the Southwest Quarter (NE1/4SW1/4), all in Section 24, Township
102 North, Range 49 West of the 5th P.M., Minnehaha County, South Dakota.


 




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Exhibit
B


Quit
Claim Deed


 




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