ASSET PURCHASE RESCISSION AGREEMENT
EXHIBIT 10.3
ASSET PURCHASE RESCISSION AGREEMENT
THIS ASSET PURCHASE RESCISSION AGREEMENT, dated as of this 10th day of November, 2015 (the "Rescission Agreement"), is by and among Solarflex Corp., a Delaware corporation with offices located at 2 Abba Hillel Silver Street, 11th Floor, Ramat Gan 52506 Israel (the "Company"), International Executive Consulting SPRL, an entity organized under the laws of Belgium with offices located in the Ukraine ("IEC") and Xxxxx Xxxxxxx Xx, a resident of Indonesia with an address at Xxxxxxxx Xxxxxxxxx Xxxxxx, X0. 42, Medan 20152, Indonesia ("Xx. Xx"). The Company, IEC and Xx. Xx are sometimes referred to individually, as a "Party" and collectively, as the “Parties.”
RECITALS
WHEREAS, on May 14, 2013, the Company and IEC entered into an Asset Purchase
Agreement (the "APA) pursuant to which the Company acquired certain machinery
(the "Equipment") in consideration from IEC for a cash payment of $30,000 and
the issuance of 60,000,000 shares of the Company’s common stock (the "Shares"),
adjusted for the forward split of the Company's Shares on a ten for one (10:1)
basis, pursuant to a Definitive Information Statement filed with the Securities
and Exchange Commission on October 21, 2013 valued at $180,000, representing
approximately 44% of the Registrant’s outstanding shares on the date of the APA
(the "Shares"); and
WHEREAS, the Company was not successful in its planned business activities of
manufacturing its patented flexible solar panel utilizing the Equipment and, as
a result, the Company has not generated any revenues from operations, has had
difficulties in raising capital and is presently experiencing cash flow
difficulties and has no further use for the Equipment; and
WHEREAS, the Company and IEC desire to rescind the APA pursuant to this
Rescission Agreement and the Xx. Xx desires to facilitate the implementation of
the rescission transaction pursuant to the terms and conditions of this
Rescission Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived and the
representations and warranties, conditions and promises herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Parties
hereto hereby agree as follows:
ARTICLE I
The Rescission Transaction
1.1 Return of Equipment Asset. Subject to the terms and conditions set forth in
this Rescission Agreement, the Company agrees to transfer and assign the
Equipment to IEC and IEC agrees to accept the transfer and assignment of the
Equipment for the consideration set forth in section 1.2 below.
1.2 Cash and Other Consideration. The Parties acknowledge and agree that the
consideration for the transfer and assignment of the Equipment shall be as
follows: (1) Xx. Xx shall pay the sum of $20,000 to IEC in exchange for the
transfer and assignment by IEC to Xx. Xx of 50,000,000 of the 60,000,000 Shares
issued to IEC under the APA; (ii) IEC shall transfer and assign to the Company
the remaining 10,000,000 Shares issued in the name of IEC in May 2013; and (iii)
the Company shall transfer and assign to IEC all right and title to the
Equipment.
1.3 Principal Shareholder’s Waiver. The Principal Shareholder expressly waives
its right under the APA to assign one (1) person to serve on the Company's board
of directors, which right shall hereinafter be null and void.
1.4 Instruments of Transfer; Further Assurances. In order to consummate the
transactions contemplated by this Rescission Agreement, the Parties shall duly
execute and deliver such other and further documents in order to re-convey full
right, title and interest in the Equipment to IEC, free and clear of all liens,
claims and encumbrances.
ARTICLE II.
Representations and Warranties of the Parties
2.1 Representations and Warranties of the Company. The Company represents and
warrants to IEC that the following are true and correct on and as of the date of
this Rescission Agreement and will be true and correct through the Closing as if
made on and as of that date:
(a) The Company has valid legal ownership to the Equipment, there exists no
right or option held by any third party to reacquire the Equipment other than
the right of Principal Shareholder as provided in this Rescission Agreement;
(b) The Company has the corporate power and authority to enter into this
Rescission Agreement without the necessity of obtaining any consent, approval,
authorization or waiver or giving any notice or otherwise; and
(c) The execution, delivery and performance of this Rescission Agreement do not
and will not:
(1) constitute a violation of the charter documents of the Company;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Company, or
(3) constitute a default under any contract to which Purchaser is a party.
(d) This Rescission Agreement has been duly authorized, executed and delivered
by Company and constitutes the legal, valid and binding obligation of Company,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, reorganization, insolvency and similar laws of general application
relating to or affecting the enforcement of rights of creditors.
2.2 Representations and Warranties of IEC. The Principal Shareholder represents
and warrants to the other Parties that the following are true and correct on and
as of the date of this Rescission Agreement and will be true and correct through
the Closing as if made on and as of that date:
(a) The Principal Shareholder is duly organized, validly existing and in good
standing under the laws of the Belgium and is qualified to transact business and
is in good standing in the jurisdictions where it is required to qualify in
order to conduct its business as presently conducted;
(b) The Principal Shareholder has the requisite power and authority to accept
the transfer and assignment of the Equipment by the Company, accept payment of
the cash consideration of $20,000 from Xx. Xx and transfer and assign the
60,000,000 Shares as provided in Section 1.2 above, without the necessity of
obtaining any consent, approval, authorization or waiver or giving any notice or
otherwise;
(c) The Principal Shareholder acknowledges that after receipt of the cash
payment of $20,000 from Xx. Xx, the transfer and assignment by IEC of the
60,000,000 Shares as set forth in Section 1.2 above and the transfer and
assignment by the Company of all right, title and interest in and to the
Equipment, the APA and any rights of IEC thereunder shall be null and void.
(d) The execution, delivery and performance of this Rescission Agreement does
not and will not:
(1) constitute a violation of the charter documents of IEC;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Principal Shareholder, or
(3) constitute a default under any contract to which IEC is a party.
(e) This Rescission Agreement has been duly authorized, executed and delivered
by Principal Shareholder and constitutes the legal, valid and binding obligation
of Principal Shareholder, enforceable in accordance with its terms, except as
may be limited by bankruptcy, reorganization, insolvency and similar laws of
general application relating to or affecting the enforcement of rights of
creditors.
2.3 Representations and Warranties of Xx. Xx. The Purchaser represents and
warrants to the other Parties that the following are true and correct on and as
of the date of this Rescission Agreement and will be true and correct through
the Closing as if made on and as of that date:
(a) The Purchaser, a resident of Indonesia, is qualified to transact business in
the jurisdictions where he is required to qualify in order to conduct his
business as presently conducted and/or as he intends to conduct;
(b) The Purchaser has the requisite power and authority to accept the transfer
and assignment of the 50,000,000 Shares upon the payment of the cash
consideration of $20,000 to IEC as provided in Section 1.2 above, without the
necessity of obtaining any consent, approval, authorization or waiver or giving
any notice or otherwise;
(c) The execution, delivery and performance of this Rescission Agreement does
not and will not:
(1) constitute a violation of the agreement of Xx. Xx;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Purchaser, or
(3) constitute a default under any contract to which Xx. Xx is a party.
(d) This Rescission Agreement has been duly executed and delivered by Xx. Xx and
constitutes the legal, valid and binding obligation of Xx. Xx, enforceable in
accordance with its terms, except as may be limited by bankruptcy,
reorganization, insolvency and similar laws of general application relating to
or affecting the enforcement of rights of creditors.
ARTICLE III.
Miscellaneous
3.1 Further Actions. From time to time, as and when reasonably requested by any
Party hereto, shall execute and deliver, or cause to be executed and delivered,
such documents and instruments and shall take, or cause to be taken, such
further or other actions as may be reasonably necessary to transfer, assign and
deliver to the other Party, as the case may be, the Equipment or the Shares (or
to evidence the foregoing) and to consummate and to effect the other
transactions expressly required to be performed by Parties hereunder.
3.2 No Broker. The Parties represent and warrant to each other that they have no
obligation or liability to any broker or finder by reason of the transactions
which are the subject of this Rescission Agreement.
3.3 Expenses. The Parties shall each bear their own legal fees, accounting fees
and other costs and expenses with respect to the negotiation, execution and the
delivery of this Rescission Agreement and the consummation of the transactions
hereunder.
3.4 Nature and Survival of Representations. All representations and warranties
and agreements made by the Parties in this Rescission Agreement or pursuant
hereto shall survive the Closing of the transactions contemplated hereunder.
3.5 Notices. Any and all notices, elections, demands, or requests permitted or
required to be made under this Rescission Agreement shall be in writing, signed
by the Party giving such notice, election, demand or request and shall be
delivered personally or sent by registered, certified or express Postal Mail,
postage prepaid, to the other Party at the addresses set forth above or to such
other address(es) as any Party shall designate in writing. The date of receipt
of such notice, election, demand or request shall be deemed the earlier of (i)
the date of actual receipt of such notice, election, demand or request, (ii)
five (5) days after the date of mailing thereof by registered or certified mail,
(iii) two (2) days after the date of mailing thereof by express mail, or (iv)
the date of personal delivery thereof, if applicable.
3.6 Assignment. This Rescission Agreement shall not be assignable otherwise than
by operation of law by any Party without the prior written consent of the other
Parties, and any purported assignment by any Party without the prior written
consent of the other Parties shall be void.
3.7 Modification. Except as otherwise noted herein, this Rescission Agreement
contains the entire agreement between the Parties hereto with respect to the
transactions contemplated herein and there are no agreements, warranties or
representations which are not set forth herein. This Rescission Agreement may
not be modified or amended except by an instrument in writing signed by or on
behalf of the Parties hereto.
3.8 Governing Law. This Rescission Agreement is executed and performable in the
State of Israel. The Parties expressly agree that this Rescission Agreement
shall be enforced, governed and construed in all respects in accordance with the
laws of the State of Israel, and exclusive venue for all claims and causes of
action for enforcement or interpretation of this Rescission Agreement shall be
subject to binding arbitration to be held in accordance with the arbitration
rules and regulations of the State of Israel.
3.9 Binding Effect. This Rescission Agreement shall be binding upon the Parties
and inure to the benefit of the successors, assigns, heirs and legal
representatives of the respective Parties hereto; provided, however, that this
Rescission Agreement and all rights hereunder may not be assigned by any Party
hereto except with the prior written consent of the other Party.
3.10 Counterparts. This Rescission Agreement may be executed in one or more
counterparts, all of which shall be one and the same Rescission Agreement and
shall become effective when one or more counterparts have been signed by the
Parties and delivered to the other Party.
3.11 Headings. The headings in this Rescission Agreement are for convenience and
reference only and shall not be deemed to alter or affect any provision hereof.
3.12 Severability. If any provision of any part of this Rescission Agreement or
the application thereof to any Party hereto or in any circumstance shall, for
any reason and to any extent be invalid or unenforceable, the remainder of this
Rescission Agreement or of such provision, as well as the application of such
circumstances shall not be affected thereby but rather shall be governed to the
strictest extent permitted by law.
IN WITNESS WHEREOF, the undersigned have executed this Rescission Agreement as
of the date first above written.
SOLARFLEX CORP. (Company)
/s/:Xxxxxx Xxxxx
Xxxxxx Xxxxx, Chairman and President
INTERNATIONAL EXECUTIVE CONSULTING SPRL
/s/: Xxx Xxxxxxxxxx
Xxx Xxxxxxxxxx, Chief Executive
XXXXX XXXXXXX XX
/s/: Xxxxx Xxxxxxx Xx
Xxxxx Xxxxxxx Xx
