Exhibit 10f
RESCISSION AGREEMENT
AGREEMENT made as of the 29th day of June, 1996, by and
between Essential Resources, Inc. (formerly known as Zygon Corporation), a
Nevada corporation (the "Company") and Fame Decorator Agencies Pty Limited, a
corporation formed under the laws of New South Wales, Australia ("Fame") (the
"Agreement").
W-I-T-N-E-S-S-E-T-H
WHEREAS, Fame owned Sixty-Six Thousand One Hundred and
Twenty-Five (66,125) converting preference shares of Xxxxxxxx
Industries Limited ("Xxxxxxxx"), an Australian company (the
"Xxxxxxxx Shares"); and
WHEREAS, on or about January 30, 1996, the Company and Fame
entered into an agreement pursuant to which the Company acquired the Xxxxxxxx
Shares (the "Xxxxxxxx Share Acquisition"); and
WHEREAS, in consideration of the Xxxxxxxx Share Acquisition,
Fame was issued Ninety Thousand Two Hundred and Eleven (180,422) shares of the
common stock, $001 par value (the "Common Stock") of the Company (the "Fame
Shares"); and
WHEREAS, the parties hereto have agreed that the Xxxxxxxx
Share Acquisition transaction should be rescinded in view of certain mutual
misunderstandings between such parties.
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained herein, the parties agree as follows.
RESCISSION OF THE XXXXXXXX SHARE ACQUISITION
1. The Company and Fame hereby agree that there has
been a mutual misunderstanding between the parties in that the Xxxxxxxx Shares
were to be publicly tradeable on the Australian Exchange. However, in the
interim, Xxxxxxxx filed for the Australian equivalent of bankruptcy
reorganization, which, under Australian law, renders the shares of Xxxxxxxx
Shares of Common Stock not publicly tradeable. Inasmuch as the agreement between
the Company and FDA was to exchange the Company's shares for cash and such
option became unavailable to the Company, the Company and Fame hereby rescind
the agreement. The transaction shall hereinafter be deemed null and void in all
respects, as if such transaction shall never have occurred.
2. The Company hereby returns all right, title and interest to
the Xxxxxxxx Shares to Fame. The Company hereby warrants and represents, upon
which warranties and representations Fame relies, that upon tender of the
Xxxxxxxx Shares by the Company: (i) Fame will be the lawful owner, of record and
beneficially, of the Xxxxxxxx Shares and will have good and marketable title to
the Xxxxxxxx Shares, free and clear of all claims, encumbrances, security
interests or liens of any kind of nature whatsoever, and with no restriction on
the voting rights and other incidents of record and beneficial ownership
pertaining thereto; and (ii) there are no agreements or understandings between
the Company and any other person, firm, corporation, or other entity respecting
the voting of any of the Xxxxxxxx Shares.
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3. The Company hereby tenders the Xxxxxxxx Shares by delivery of
the stock certificates evidencing the same together with executed stock powers.
4. Fame hereby returns all right, title and interest to the
Fame Shares to the Company. Fame hereby warrants and represents, upon which
warranties and representations the Company relies, that upon tender of the Fame
Shares by Fame: (i) the Company will be the lawful owner, of record and
beneficially, of the Fame Shares and will have good and marketable title to the
Fame Shares, free and clear of all claims, encumbrances, security interests or
liens of any kind of nature whatsoever, and with no restriction on the voting
rights and other incidents of record and beneficial ownership pertaining
thereto; and (ii) there are no agreements or understandings between Fame and any
other person, firm, corporation, or other entity respecting the voting of any of
the Fame Shares.
5. Fame hereby tenders the Fame Shares by delivery of
the stock certificates evidencing the same together with executed
stock powers.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
6. The Company further represents and warrants, upon
which representations and warranties Fame relies as follows:
(a) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada and has all requisite
power and authority (corporate and other) to own, lease and operate its
properties and carry on its business as it is now
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being conducted and to enter into this Agreement and to consummate the
transactions contemplated hereunder;
(b) The Company has the full, absolute and unrestricted right,
power, legal capacity and authority to enter into this Agreement, to transfer
the Xxxxxxxx Shares to Fame and to carry out the transactions contemplated
hereby; the execution and consummation of this Agreement will not violate any
statute, law, regulation, rule, court or administrative judgment, order or
decree which is applicable to the Company. All actions of the Company necessary
to authorize it to execute, deliver and consummate this Agreement and to
transfer the Xxxxxxxx Shares to Fame have been duly and validly authorized and
taken, and no further actions or authorizations are required. This Agreement
constitutes the valid, legally binding obligation of the Company and is
enforceable in accordance with its terms; and
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not:
(i) result in any breach of, or constitute a default
under, the Certificate or Articles of Incorporation or Bylaws of
the Company, or any instrument or obligation to which the Company
is a party or by which it is bound, or;
(ii) violate any existing statute, order, writ,
injunction or decree of any court, administrative agency or
governmental body.
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REPRESENTATIONS AND WARRANTIES OF FAME
7. Fame further represents and warrants, upon which
representations and warranties the Company relies, as follows:
(a) Fame is a corporation duly organized, validly existing,
and in good standing under the laws of South Wales, Australia and has all
requisite power and authority (corporate and other) to own, lease and operate
its properties and carry on its business as it is now being conducted and to
enter into this Agreement and to consummate the transactions contemplated
hereunder;
(b) Fame has the full, absolute and unrestricted right, power,
legal capacity and authority to enter into this Agreement, to transfer the Fame
Shares to the Company and to carry out the transactions contemplated hereby; the
execution and consummation of this Agreement will not violate any statute, law,
regulation, rule, court or administrative judgment, order or decree which is
applicable to Fame. All actions of Fame necessary to authorize it to execute,
deliver and consummate this Agreement and to transfer the Fame Shares to the
Company have been duly and validly authorized and taken, and no further actions
or authorizations are required. This Agreement constitutes the valid, legally
binding obligation of Fame and is enforceable in accordance with its terms; and
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not:
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(i) result in any breach of, or constitute a default
under, the Certificate or Articles of Incorporation or Bylaws of
Fame, or any instrument or obligation to which Fame is a party or
by which it is bound, or;
(ii) violate any existing statute, order, writ,
injunction or decree of any court, administrative agency or
governmental body.
MISCELLANEOUS
8. All notices hereunder shall be in writing and shall be
mailed by first class registered or certified mail, postage prepaid, return
receipt requested, or by prepaid telegram or telex and all communications shall
be addressed to the addresses of the parties hereto as such parties shall
designate by notice to the other party.
9. This Agreement contains the final, complete and exclusive
understanding of the parties with respect to its subject matter and all prior
negotiations, discussions, commitments and understandings heretofore had between
them with respect thereto are merged herein. Except as otherwise expressly
provided herein, all the terms and conditions of this Agreement shall bind and
inure to the benefit of, and be enforceable by, the heirs and the respective
successors and assigns of the parties hereto. This Agreement may not be modified
or amended except by an instrument in writing signed by the Company and Fame
10. The titles and headings of the sections of this
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Agreement are included for the convenience of the parties only and are not
part of this Agreement.
11. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule in any jurisdiction, provided
such provision does not go to the very essence of this Agreement, such provision
will be ineffective only to the extent of such invalidity, illegality or
unenforceability in such jurisdiction, without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.
12. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and
all of which shall constitute but one and the same document.
13. At any time, and from time to time, each party agrees, at its,
his or their expense, to take such actions and to execute and deliver such
documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
14. This Agreement shall be governed in all respects,
whether as to validity, construction, interpretation, capacity,
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performance or otherwise, by the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.
ESSENTIAL RESOURCES, INC.
By:
Xxxxxxx Xxxx
Chief Executive Officer
FAME DECORATOR AGENCIES PTY
LIMITED
By
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