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RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT (the "Rescission Agreement") is made and
entered into this ______ day of April 2004, by and between Cementitious
Materials, Inc., formerly known as American Thorium, Inc., a Nevada corporation
(hereinafter "ATI"); Cementitious Material Technologies, Inc., a Nevada
corporation (hereinafter "CMTI"); and the former shareholders of CMTI
(hereinafter "Shareholders") as described in Schedule "A" attached hereto and,
by this reference, made a part hereof.
WHEREAS, the parties hereto previously entered into and executed that
certain Share Exchange Agreement dated the 5th day of November 2003 (the
"Exchange Agreement"), a copy of which is attached hereto as Exhibit "1" and, by
this reference, made a part hereof; and
WHEREAS, the parties hereto now desire to rescind the Exchange
Agreement and revoke the terms and conditions set forth therein and transfer and
return to their prior beneficial owners all assets and property that may have
been transferred pursuant to the terms of the Exchange Agreement.
NOW, THEREFORE, in consideration of the mutual representations and
covenants herein contained, the parties hereby agree as follows:
1. The parties to this Rescission Agreement hereby individually and
jointly agree that the Exchange Agreement will be rescinded and deemed null and
void, effective immediately, and that all terms, conditions, covenants,
representations and warranties contained in said Exchange Agreement will
terminate immediately and will be deemed null and void and of no further effect
whatsoever.
2. CMTI, as the wholly owned subsidiary of ATI, and Shareholders, by
affixing their signatures to Schedule "A," agree that as consideration for the
execution of this Rescission Agreement, Shareholders will relinquish and forever
waive any ownership claim or right to the 4,947,000 shares of ATI common stock
that were issued to the Shareholders or their designees pursuant to the terms of
the Exchange Agreement, and CMTI and Shareholders further agree to return to ATI
all certificates representing the 4,947,000 shares of ATI common stock to be
cancelled on the stock transfer records of ATI. ATI also agrees that as
consideration for the execution of this Rescission Agreement, it will relinquish
and forever waive any ownership claim or right to the CMTI capital stock that
was delivered to ATI as consideration for the issuance of ATI common stock
pursuant to the terms of the Exchange Agreement, and will return to CMTI and
Shareholders all certificates representing such shares.
3. It is further agreed by the parties hereto that the aggregate of
4,491,000 shares of ATI common stock issued pursuant to the Exchange Agreement
to H. Xxxxxxx Xxxxxxxx, Xxxxxx X. Xxxxx and Xxxxx Xxxxxxxx for certain services
related to the negotiation and execution of the Exchange Agreement and the
transactions contemplated thereby, will not be returned to ATI and will be
retained by Messrs. Xxxxxxxx, Xxxxx and Xxxxxxxx as consideration for their
services rendered.
4. All parties to this Rescission Agreement hereby agree that any and
all assets, tangible and intangible property, securities or items of value that
may have been assigned or transferred pursuant to the terms of the Exchange
Agreement are to be, immediately upon the execution of this Rescission
Agreement, transferred and reconveyed to the respective parties that assigned
and/or transferred such items under the terms of the Exchange Agreement.
5. CMTI represents and warrants that there have been no debts or
liabilities incurred by it in the name of or which encumbered the ATI corporate
entity between the date of the Exchange Agreement and the date hereof and, in
the event any such debt and/or liability has been incurred during such time
period, CMTI agrees to assume and become obligated in full for any such debt
and/or liability. CMTI also represents and warrants that it has not sold and/or
issued any shares of ATI capital stock, for valid consideration or otherwise,
between the date of the Exchange Agreement and the date hereof. CMTI further
agrees to indemnify and hold harmless ATI against any debt, liability or other
obligation that may have been incurred by CMTI between the date of the Exchange
Agreement and the date hereof.
6. ATI represents and warrants that there have been no debts or
liabilities incurred by it in the name of, or which encumbered the CMTI
corporate entity between the date of the Exchange Agreement and the date hereof
and, in the event any such debt and/or liability has been incurred during such
time period, ATI agrees to assume and become obligated to any such debt and/or
liability. ATI further agrees to indemnify and hold harmless CMTI against any
debt, liability or other obligation that may have been incurred by ATI between
the date of the Exchange Agreement and the date hereof.
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7. Immediately prior to the execution of this Rescission Agreement,
Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx will tender to the Board of Directors their
written resignations as directors and/or executive officers of ATI and the
remaining director, Xxxxxx X. Xxxxx, will at his discretion appoint new
directors to the ATI Board of Directors. Such resignations will become effective
as of the date hereof and will be annexed hereto as Exhibits and become part of
this Rescission Agreement.
8. As soon as practical after the execution of this Rescission
Agreement, ATI will take the requisite corporate action to change its corporate
name. ATI further agrees and hereby grants to CMTI the unencumbered right to all
future uses of the name Cementitious Materials, Inc.
9. All parties hereto shall bear their respective costs and expenses
associated with the Exchange Agreement and this Rescission Agreement.
10. All parties hereto agree to cooperate and use their best efforts in
taking all necessary and requisite actions to execute and effectuate this
Rescission Agreement and any other related documents in order to accomplish the
transaction contemplated hereby.
11. This Rescission Agreement shall be governed by the laws of the
State of Nevada. Any action to enforce the provisions of this Agreement shall be
brought within the State of Nevada and in no other place.
12. This Rescission Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and together shall
constitute one document. The delivery by facsimile of an executed counterpart of
this Rescission Agreement shall be deemed to be an original and shall have the
full force and effect of an original executed copy.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Rescission Agreement in a manner legally binding upon them as of the date first
written above.
"ATI"
Cementitious Materials, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Its: Chairman
"CMTI"
Cementitious Material Technologies, Inc.
By: /s/ Xxxxxx Xxxxxx
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Its: President
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SCHEDULE "A"
"Shareholders" of Cementitious Material Technologies, Inc. No. of Shares
---------------------------------------------------------- -------------
_____________________________________ 1,387,573
The Piazza Family Trust, Xxxxxxx Xxxxxx, Trustee
_____________________________________ 1,387,573
Xxxxxxx Family Trust, Xxxxxxx Xxxxxxx, Trustee
_____________________________________ 482,634
Padre Cement LLC, Xxxxxx Xxxxxx, Mgr.
_____________________________________ 1,085,927
DCKP LLC, by Xxxxxxx Xxxxxxxx, Mgr.
_____________________________________ 60,329
Xxxxxx Family Partnership 3,
Xxxxxxxx Xxxxxx, General Partner
_____________________________________ 60,329
Xxx Xxxxxxxx & Xxxxxxxx Xxxxxxxx
_____________________________________ 120,659
Xxxxx Xxxxx
_____________________________________ 120,659
Xxxxx Xxxxxxx
_____________________________________ 241,317
Xxxxx X. Xxxxxxxxxx
TOTAL 4,947,000
