RESCISSION OF OPTION AGREEMENT
This
Rescission of Option Agreement (the “Agreement”) is made and entered into as of
June 17, 2010, by and between Xxxxxxx Xxxxxxx, an individual residing at Xx.
00-00, 0 Xxxxx, Xxxxxx, Xxxxxxxx, Xxxxx, Xxxxx (“Yoshida”),
and Xxxxxxx Xxxxx, an individual residing at Xxxx 0000, Xx. 0
Xxxxxxxx, Xxxxxxxxxxxxx, Xxxxxxxxx,, Xxxxx 000000 (“Xxxxx”). Yoshida and Xxxxx
are referred to collectively herein as the “Parties”.
WHEREAS:
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X.
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Xxxxxxx
is the owner of 10,000 shares of common stock (the “Yoshida Shares”) of
Baby Fox Limited, a British Virgin Islands corporation (the
“Company”);
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X.
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Xxxxxxx
and Xxxxx previously entered into a certain Stock Option Agreement dated
as of May 6, 2008 (the "Option Agreement") wherein Yoshida agreed to xxxxx
Xxxxx an option to purchase 1,500 of the Yoshida Shares subject to the
terms and conditions contained in the Option Agreement (the “Option
Shares”);
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C.
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Pursuant
to the Exercise Schedule attached to the Option Agreement, 30% of the
Option Shares are exercisable as of the Effective Date of this
Agreement;
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D.
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No
options have been exercised by Xxxxx as of the Effective Date of this
Agreement; and
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X.
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Xxxxxxx
and Xxxxx desire to cancel, rescind and render null and void, ab initio,
the Option Agreement in accordance with the terms and subject to the
conditions set out herein.
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NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein and the payment of $15 by each of the Parties hereto to each of the other
Parties hereto and other good and valuable consideration given by each to the
other, (the receipt and sufficiency of which are hereby acknowledged by each of
the Parties), the Parties, intending to be legally bound, hereby agree as
follows:
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1.
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Rescission of Option
Agreement. Yoshida and Xxxxx hereby agree, subject to
the provisions of this Agreement, that effective at and as of the date of
last signature (the "Effective Date") the Option Agreement and all other
agreements and understandings whether written or oral relating to the
subject matter of the Option Agreement shall be rescinded and shall be of
no further force and effect.
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2.
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No
Obligations. Yoshida and Xxxxx and any other party
related thereto or controlled thereby, wholly or in part, directly or
indirectly, hereby acknowledge and agree, subject to the provisions of
this Agreement, that effective at and as of the Effective Date, neither
Yoshida nor Xxxxx shall have any further obligations to each other
pursuant to or arising directly or indirectly from the Option Agreement or
from any other agreement and understanding whether written or oral
relating to the subject matter thereof; provided, however, neither Yoshida
nor Xxxxx are released from any obligations which may arise under this
Agreement.
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3.
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Release. Subject
to the provisions of this Agreement, effective at and as of the Effective
Date, Yoshida and Xxxxx hereby forever release and discharge the other and
each of them, together with their respective agents, successors and
assigns, from any and all actions, causes of action, contracts, covenants
(whether express or implied), claims and demands for damages, indemnity,
costs, interest, loss or injury of every nature and kind whatsoever and
howsoever (the “Actions”) arising, whether known or unknown, suspected or
unsuspected, which such party may heretofore have had, may now have, or
may in the future have, at law or in equity, by reason of or arising
directly or indirectly from the Option Agreement; provided, however,
neither Yoshida nor Xxxxx are released from any Actions which may arise
under this Agreement.
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4.
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Governing
Law. This Agreement will be governed by and construed in
accordance with the laws of Nevada.
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5.
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Further Assurances. The
Parties agree to execute such further documents and assurances as may be
required to effect the intent
hereof.
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6.
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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.
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7.
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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.
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8.
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Effect of
Agreement. This Agreement will enure to the benefit of
and be binding upon the Parties hereto and their respective successors,
assigns, heirs, executors and administrators, as
applicable.
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9.
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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.
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[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF the Parties hereto have executed this Agreement to be effective
as of the date of last signature below.
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Submitted
by:
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Accepted
by:
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Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxx
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Signature
2010.6.17
Date
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Signature
2010.6.17
Date
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