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RESCISSION AGREEMENT
This Rescission Agreement ("Agreement") dated June 4, 1999
("Agreement") by, between and on behalf of The Parties: First Chance Marine
Finance, Inc., a Florida corporation ("Controlled Corporation"), the former
holders of capital stock in First Chance ("First Chance Shareholders") and
together ("First Chance") and Revenge Marine, Inc., a Nevada corporation
("Dominant Corporation"), Revenge Marine, Inc., a Delaware corporation, and and
any affiliated or subsidiary entities related to the same (together "Revenge").
RECITALS
WHEREAS, Revenge and First Chance attempted to merge the Controlled
Corporation and the Dominant Corporation on or around March 14, 1999 ("Attempted
Merger" or "Merger");
WHEREAS, various aspects of the Attempted Merger were technically
flawed and the Merger Documents as filed with the Secretary of State of the
State of Florida were materially defective;
WHEREAS, Revenge and First Chance wish to rescind the Attempted Merger
and mutually release each other from any obligations or liabilities in
connection therewith;
NOW THEREFORE, in consideration of the mutual promises made herein, the
Parties hereby agree as follows:
AGREEMENT
1. RESCISSION. The Parties agree to rescind the Attempted Merger and
that all capital stock in the Dominant Corporation issued to First Chance
Shareholders be returned to Revenge and cancelled and that all such authorized
but unissued shares remain unissued and the obligation to issue in the future
become extinguished. Revenge agrees to return all captial stock in the
Controlled Corporation to the Controlled corporation and all further claims for
issuance of the same become extinguished. The provisions of this paragraph 1
shall become effective immediately upon execution of this Agreement and no
further action shall be required by either Party to effect the same.
2. GENERAL RELEASE OF CLAIMS. The Parties agree that the consideration
in the Agreement represents settlement in full of all outstanding obligations
owed between the Parties. The Parties on behalf of themselves, and their
respective heirs, family members, executors, officers, directors, employees,
investors, shareholders, administrators, affiliates divisions, subsidiaries,
predecessor and successor corporations, and assigns, hereby fully and forever
release all other Parties and their heirs, family members, executors, officers,
directors, employees, former employees, investors, shareholders, administrators,
affiliates, divisions, subsidiaries, predecessor and successor corporations, and
assigns from, and agree not to xxx concerning any claim, duty, obligation or
cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that any Party may possess arising from any
omissions, acts or facts that have occurred up until and including the date of
execution of this Agreement including, without limitation,
(a) Any and all claims that were alleged or that could be
alleged regarding the Attempted Merger or the acquisition by Controlled
Corporation of Stuart Marine, Inc.;
(b) any and all claims for breach of contract, tort, fraud,
actions in equity, or any other action between the Parties;
(c) any and all claims for attorneys' fees and costs.
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(d) any employment obligation, debt, work-in-process line of
credit, account payable, stock issuance agreement
(e) any claim for an issuance of stock or options to acquire
stock from any Party in any other Party
The Parties agree that the release set forth in this section shall be
and remain in effect in all respects as a complete general release as to the
matters released.
3. WAIVER OF UNKNOWN CLAIMS. The Parties represent that they are not
aware of any other than the claims that are released by this Agreement. The
Parties further acknowledge that they have been advised by legal counsel and are
familiar with the provisions of Florida law, including the following:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH DEBTOR.
The Parties, being aware of said code section, agree to expressly waive
any rights they may have thereunder, as well as under any other statute or
common law principles of similar effect.
4. NO COOPERATION. The Parties agrees that it will not act in any
manner that might assist any other person not a party to this Agreement in any
claims against any Party. Each Party agrees that it will not counsel or assist
any attorneys or their clients in the presentation or defense of any disputes,
differences, grievances, claims, charges, or complaints to the detriment of any
other Party, unless under a subpoena or other court order to do so.
5. TAX ADJUSTMENT. The Parties agree to cooperate to achieve efficient
tax treatment concerning this Agreement and to structure and allocate accounting
for this transaction.
6. NO CONFLICT. Any provision of this Agreement to the contrary
notwithstanding, this Agreement shall in no way interfere or release the Parties
from any obligation contained in that certain Side Letter dated of even date
hereof. To the extent that provisions of this Agreement and the Side Letter
shall conflict, the Side Letter shall control.
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7. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.
8. SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon, the
Successors, assigns, heirs, executors and administrators of the Parties.
9. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida.
10. EFFECTIVE DATE. This Agreement is effective immediately upon
execution by both Parties.
11. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.
12. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence, with the full intent of
releasing all claims. Each of the Parties acknowledges that:
(a) They have read this Agreement;
(b) They have been represented in the preparation,
negotiations and execution of this Agreement by legal counsel of their own
choice or that they have voluntarily declined to seek such counsel;
(c) They understand the tern-is and consequences of this
Agreement and of the releases it contains;
(d) They are fully aware of the legal and binding effect of
this Agreement.
13. AUTHORITY. The undersigned do specifically covenant, warrant and
represent that they have the authority to enter into this Agreement and that no
other consent, permission or authorization of any kind is necessary to bind and
perform any action required under this Agreement and to forever waive the claims
of each Party against any other Party.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below.
Dominant Corporation:
Revenge Marine, Inc.
A Nevada Corporation
Dated: ____________, 1999 By:
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Xxxxxxx X. Xxxxxxxx
Title:_________________
Controlled Corporation:
First Chance Marine Finance, Inc.
A Florida Corporation
Dated: ____________, 1999 By:
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Xxxxxx X. Xxxxxx
Title:_________________
First Chance Shareholders
Dated: ____________, 1999 X
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First Chance Shareholders
Dated: ____________, 1999 X
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First Chance Shareholders
Dated: ____________, 1999 X
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