AGREEMENT TO RESCIND
INTELLECTUAL PROPERTY LICENSE AGREEMENT
THIS AGREEMENT TO RESCIND INTELLECTUAL PROPERTY LICENSE AGREEMENT (this
"Agreement") is made as of December ___, 2004, between TechAlt, Inc., a Nevada
corporation (f/k/a Dendo Global Corp.) ("Pubco"), and Technology Alternatives,
Inc., an Illinois corporation ("Privateco") (collectively, the "Parties"). All
capitalized terms not defined herein shall have the meaning assigned to them in
the License Agreement (defined below).
WHEREAS, on or around August 20, 2004 Pubco entered into an Intellectual
Property License Agreement, a copy of which is attached hereto as Exhibit A (the
"License Agreement") with Privateco, pursuant to which 10,044,000 shares of the
common stock of Pubco (the "Shares") were issued to Privateco and certain other
parties in exchange for $100,000 and the licensing of certain intellectual
property of Privateco to Pubco;
WHEREAS, shortly after consummation of the License Agreement a minority
shareholder of Privateco instituted a lawsuit involving claims related to the
License Agreement (the "Lawsuit"); and
WHEREAS, to satisfy certain demands of the minority shareholder who
brought the Lawsuit the Parties have entered into discussions to rescind the
License Agreement with the intent of restoring the status quo as it existed
prior to consummation of the License Agreement;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties do hereby enter into this Agreement
and stipulate, covenant, warrant, and agree as follows:
1. Rescission of the License Agreement. Privateco hereby rescinds ab initio its
licensing of the intellectual property licensed pursuant to the License
Agreement (the "IP") and Pubco agrees to said rescission ab initio of the IP,
which rescission the Parties acknowledge shall restore the status quo as it
existed immediately before the Parties entered into the Licensing Agreement when
Pubco had no rights to exploit the IP. The period between consummation of the
Licensing Agreement and consummation of this Agreement shall hereinafter be
referred to as the "Rescission Period."
2. Re-establishing the Status Quo. The Parties agree to take the following steps
in the interest of re-establishing the status quo as it existed immediately
prior to consummation of the Licensing Agreement.
(a) All revenue earned and expenses incurred with respect to the License
Agreement by Pubco during the Rescission Period shall be considered Privateco
revenue and expense.
(b) All contracts entered into by Pubco during the Rescission Period shall
be considered contracts of Privateco and where possible subject to novation.
(c) All certificates representing Shares and Additional Shares of Pubco
issued pursuant to the License Agreement during the Rescission Period shall be
returned to Pubco and cancelled.
(d) The Boards of Directors of both Pubco and Privateco as currently
constituted shall adopt resolutions approving this Agreement.
(e) All documents, records, instruments and other written materials
transferred from Privateco to Pubco pursuant to the License Agreement shall be
returned to Privateco.
(f) All ancillary documents executed in connection with consummation of
the License Agreement are hereby rescinded ab initio, including, but not limited
to, all Investment Letters and the Indemnification Agreement.
(g) All transaction documents shall be obtained by Privateco and marked or
deemed cancelled ab initio.
(h) All shares cancelled by Pubco pursuant to the License Agreement shall
be deemed to have not been cancelled and shall be deemed cancelled pursuant to
the Agreement and Plan of Merger between Pubco and Privateco, a copy of which is
attached hereto as Exhibit B.
3. General Provisions.
(a) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Nevada as they apply to contracts
entered into and wholly to be performed in such state. This Agreement represents
the entire agreement between the parties with respect to the subject matter
hereof. The Parties hereto hereby agree that any suit, action or proceeding
instituted with respect to this Agreement shall be brought only in a Federal
court or state court located in the State of Nevada. Further, the parties hereby
waive any and all rights to a jury trial.
(b) Any notice, demand or request required or permitted to be given by the
Parties pursuant to the terms of this Agreement shall be in writing and shall be
deemed given (i) when delivered personally, (ii) five (5) business days after it
is deposited in the U.S. mail, certified with return receipt requested and with
proper postage prepaid, or (iii) one day after deposit (prepaid) with a
nationally recognized overnight courier, and addressed to the party being
notified at his or its address specified on the applicable signature page hereto
or such other address which the addressee may subsequently notify the Parties in
writing.
(c) Failure by any of the Parties to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted the Parties
herein are cumulative and shall not constitute a waiver of any party's right to
assert all other legal remedies available to it under the circumstances.
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(d) The Parties acknowledge that money damages may not be an adequate
remedy for violations of this Agreement and that any party may, in its sole
discretion, apply to a court of competent jurisdiction for specific performance
or injunctive or such other relief as such court may deem just and proper to
enforce this Agreement or to prevent any violation hereof and, to the extent
permitted by applicable law, each party waives any objection to the imposition
of such relief in appropriate circumstances.
(e) This Agreement may be executed by facsimile and in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) Each party to this Agreement represents that such party has duly
authorized, executed and delivered this Agreement and that this Agreement is a
valid and binding obligation of such party, enforceable against such party in
accordance with its terms.
(g) All parties to this Agreement have been duly consulted with the
counsel of their choosing, and understand each and every term, obligation and
condition imposed by this Agreement.
(h) The terms of this Agreement shall remain confidential between the
parties to this Agreement and their respective attorneys, accountants and
corporate officers and directors; provided, however, that the terms of this
Agreement may be disclosed as required under federal and state securities laws,
rules and regulations, or as required by court order.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
PUBCO:
TECHALT, INC.
By:
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Name: Xxxxx X. Xxxx
Its: Secretary
PRIVATECO:
TECHNOLOGY ALTERNATIVES, INC.
By:
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Name: Xxxxx X. Xxxxxxx
Its: President & Chief Executive Officer
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