Exhibit 2.2
AGREEMENT made this 11th day of January 2000, by and among The Furia
Organization, Inc., a Delaware Corporation, (hereinafter called "Furia") and
Xxxx Xxxxxxx and Xxxx Xxxxxxx Skip Xxxxxx, (hereinafter called "Xxxxxx"):
WITNESSETH:
WHEREAS, on March 6, 1998, Furia entered into a certain Agreement (the
"Agreement") with Xxxxxxx and Xxxxxx (the only other signatories to the
Agreement). Pursuant to the provisions of the Agreement, Furia was to acquire
100% of the issued and outstanding capital stock of Americon Telecommunications
Corporation, a Delaware Corporation, (hereinafter called "ATC") in exchange for
Common Shares of Furia; and
WHEREAS, ATC was organized in 1997 for the purpose of acquiring
companies in the telecommunication and communication industries and had raised
capital in order to carry out its organizational purposes; and
WHEREAS, ATC has expended extensive efforts and exhausted all of the
funds raised in the process of conducting it due diligence in connection with
the study and preparation of an offer to acquire an NBC owned television station
in Puerto Rico; and
WHEREAS said acquisition attempt was not successful and was never
consummated; and
WHEREAS, as a condition precedent to the Agreement, Furia in
combination with Xxxxxxx and Xxxxxx was to use its best efforts to raise the
additional capital required in order to continue to pursue the intended business
opportunities; and
WHEREAS, the parties hereto have been unsuccessful in their efforts to
raise additional capital for ATC; and
WHEREAS, certificates representing the Common Shares of Furia, which
were to be delivered under the Agreement were never delivered by Furia
WHEREAS, the parties hereto, believe it is in their respective best
interest and the interests of the Shareholders of Furia and the shareholders of
ATC to rescind the Agreement nun pro tunc.
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter contained, it is agreed as follows:
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1. The Agreement is hereby rescinded, nun pro tunc. Furia shall,
simultaneously with the execution herewith, deliver to Xxxxxxx and Xxxxxx
certificates representing all of the capital shares of ATC delivered to it
pursuant to the provisions of the Agreement.
2. (a) Xxxxxxx shall, simultaneously with the execution hereof, deliver
to Furia a restated copy of his resignation as an officer and director of Furia.
(b) Xxxx Xxxxxxx represents and warrants:
i. That he have not entered into any agreement, executory or
otherwise, which created or creates any obligation, liability or commitment on
the part of Furia, completed, continuing or otherwise other then the ongoing
obligations to the accountants and attorneys for Furia.
ii. That ATC has not, since March 6, 1998 engaged in any
business activity and has, in fact, inactive.
(c) The representations and warranties of Xxxx Xxxxxxx shall survive
the date of this agreement for a period of one year.
3. Subject only to the representations and warranties contained in
Paragraph 2 hereof the parties hereto do forever remise, release, acquit satisfy
and forever discharge the other parties and their respective officers, directors
and employees from all, and all manners of action, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, convenants, contracts, controversies, agreements, promises,
variances, tresp0asses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which said party ever had, now has, or which
any personal representative, successor, heir or assign of said party, hereafter
can, shall or may have, against the other party, for, upon or by reason of any
matter, cause or thing whatsoever arising from the acquisition of ACT shares by
Furia from Xxxxxxx and Xxxxxx.
4. This Agreement may be executed by facsimile in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. This Agreement (a) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties or any of them; (b) has been drafted by all of the parties to this
Agreement and shall not be construed against any of the parties hereto; and (c)
shall be governed in all respects, including validity, interpretation and effect
by the substantive laws of the State of Texas without regard to conflict of law
provisions.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized officers and/or
agents.
The Furia Organization, inc.
By: /s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx, President and Acting CEO
/s/ Xxxx Xxxxxxx Skip Xxxxxx
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Xxxx Xxxxxxx Skip Xxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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