Exhibit
10.12


 


TERMINATION
AGREEMENT


 


THIS
TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of November 8, 2021 (the “Effective
Date”), by and between Michael Witherill and Rivulet Media, Inc. (the “Company”). The foregoing may
each be referred to as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A.             The
Parties executed a Stock Sale Agreement and a Loan Agreement and Promissory Note, both dated September 27, 2021 (together, the
“Stock Sale Agreements”), relating to the purchase and sale of 29,076,665 shares of common stock (the “Regen
Common Shares”) and 2,907,666 shares of Series A Preferred Stock of Regen BioPharma, Inc. (the “Regen Preferred
Shares” and together, the “Regen Shares”) for the purpose of facilitating a more efficient sale of
the Regen Shares.


 


B.              Mr.
Witherill subsequently sold the Regen Preferred Shares, but due to unforeseen difficulties in effecting the subsequent sale of
the Regen Common Shares, the Parties now wish to terminate the Stock Sale Agreements and mutually release all Parties from all
further obligations and liabilities related thereto, and cause the transfer of the Regen Common Shares from Mr. Witherill back
to the Company.


 


AGREEMENT


 


NOW
THEREFORE, for valuable consideration, the Parties agree as follows:


 


1.             
Termination. The Parties hereby agree that the Stock Sale Agreements are terminated
as of the Effective Date, and that all further obligations and liabilities referred to therein shall be of no force and effect.
Mr. Witherill will promptly take all actions necessary to transfer the Regen Common Shares back to the Company, including all
action that may be required by the Company’s Transfer Agent to effect such transfer.


 


2.             
Mutual Release. The Parties mutually release and forever discharge each other Party
and their respective directors, members, officers, representatives, successors, and assigns from any and all actions, causes of
action, suits, debts, covenants, disputes, agreements, promises, damages, judgments, claims, and demands stemming from the Stock
Sale Agreements, whether in law or in equity, that they ever had, now have, or that they
may have, by reason of any act, omission, matter, cause, or thing occurring at any time prior to the execution of this Termination
Agreement, whether known or unknown, suspected or unsuspected, foreseen or unforeseen.


 


3.              
Further Assurances. Each Party shall fully cooperate with each other Party with respect
to the performance of this Termination Agreement. Each Party will provide or make available to the other Party any information
and will execute, acknowledge, and deliver such further documents that may reasonably be required in order to effectively perform
this Termination Agreement.


 


4.             
Governing Law. This Termination Agreement is to be governed and construed
in accordance with the internal laws (and not choice of laws) of the State of Arizona. 


 


5.              
Counterparts. This Termination Agreement may be executed in any number of
counterparts, each of which will constitute an original document and all of which together shall constitute one instrument. The
exchange of executed counterparts of this Termination Agreement by .pdf or other
electronic transmission will constitute effective execution and delivery of this Termination
Agreement, and such counterparts may be used in lieu of the original for all purposes.





     


     


    

IN
WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date
first above written.


 


		MICHAEL WITHERILL
	 	 
	 	/s/ Michael
    Witherill
	 	Michael Witherill
	 	 
	 	COMPANY
	 	Rivulet Media, Inc.,
	 	a Delaware corporation



 


	 	By:	/s/
    Michael Witherill
	 	 	Michael Witherill,
    President





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