EXHIBIT 2.1
RESCISSION AGREEMENT OF
SHARE-FOR-SHARE EXCHANGE
THIS RESCISSION AGREEMENT OF SHARE-FOR-SHARE EXCHANGE is made this 19th day of
October, 2005 by and among CAPITAL SOLUTIONS I, INC. a Delaware corporation (the
"Corporation") and BEDROCK HOLDINGS, INC., a Florida Corporation ("Bedrock"),
together with each of the Bedrock Shareholders (as hereinafter defined).
RECITALS:
A. On or near May 25, 2005 the Corporation closed a share for share exchange
with Bedrock in which the Corporation issued 30,000,000 (300,000,000 pre
reverse) shares of its common stock, $.0000001 par value (the "Common Stock), to
the holders of shares of the capital stock of Bedrock (the "Bedrock
Shareholders") in exchange for their contribution to the Corporation of all of
the issued and outstanding capital stock of Bedrock (the "Bedrock Shares") and
to certain other individuals who have offered and continue to offer valuable
services to Bedrock and the Corporation (the "Service Providers").
B. As a result of subsequent events, including the failure of the Corporation to
consummate a merger or acquisition transaction as contemplated, the Corporation,
Bedrock Shareholders and Service Providers have determined to rescind the
previous share for share exchange transaction, and to return all parties to
their previous positions, as if the transaction had not occurred.
NOW, THEREFORE, in consideration of the foregoing recitals, as well as the
mutual covenants hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I
RESCISSION PROVISIONS
1.1 RESCISSION OF CONTRIBUTION. The Corporation shall return to each
Bedrock Shareholder all of their Bedrock Shares together with all other rights,
claims and interests he or she may have with respect to Bedrock or its
respective assets. Each Bedrock Shareholder and Service Provider shall return
its shares of the Corporation issued at the Closing of the share exchange
transaction.
1.2 REINSTATEMENT OF BEDROCK. The Corporation and Bedrock shall cause
the short form merger to be reversed and Bedrock Holdings, Inc. to be reinstated
in good standing in the state of Florida.
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ARTICLE II
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES
The Corporation hereby makes the following representations and warranties to the
Service Providers, Bedrock Shareholders and Bedrock, each of which the
Corporation represents to be true and correct on the date hereof and (except as
the Corporation may notify Bedrock in writing prior to the Closing) shall be
deemed made again as of the Closing and represented by the Corporation to be
true and correct at the time of the Closing.
2.1 ORGANIZATION. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is not required to be qualified or licensed as a foreign corporation in any
other jurisdiction.
2.2 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) The execution and delivery of this Agreement by the
Corporation and the performance of all the Corporation's obligations hereunder
have been duly authorized and approved by all requisite corporate action on the
part of the Corporation pursuant to applicable law. The Corporation has the
power and authority to execute and deliver this Agreement and to perform all its
obligations hereunder.
(b) This Agreement and any other documents, instruments and
agreements executed by the Corporation in connection herewith constitute the
valid and legally binding agreements of the Corporation, enforceable against the
Corporation in accordance with their terms, except that (i) enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application affecting the enforcement of the rights and
remedies of creditors; and (ii) the availability of equitable remedies may be
limited by equitable principles.
2.3 NO VIOLATIONS. Neither the execution, delivery nor performance of
this Agreement or any other documents, instruments or agreements executed by the
Corporation in connection herewith, nor the consummation of the transactions
contemplated hereby: (i) constitutes a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of the Corporation, any provision of any contract to which the
Corporation may be bound, any judgment or any law; or (ii) will or could result
in the creation or imposition of any encumbrance upon, or give to any third
person any interest in or right to, the Exchanged Corporation Stock or any other
capital stock of the Corporation; or (iii) will or could result in the loss or
adverse modification of, or the imposition of any fine or penalty with respect
to, any license, permit or franchise granted
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or issued to, or otherwise held by or for the use of, the Corporation.
2.4 FINANCIAL STATEMENTS. Available for review at xxx.xxx.xxx in the
XXXXX filing system are audited financial statements of the Corporation
("Financial Statements"). There has been no significant change in the financial
statements of the Company since May, 2005.
2.5 CONDUCT SINCE DATE OF BALANCE SHEET. Except as otherwise set forth
herein), none of the following has occurred since the date of the Balance Sheet:
(a) Any material adverse change in the financial condition,
obligations, capitalization, business, prospects or operations of the
Corporation, nor are there any circumstances known to the Corporation which
might result in such a material adverse change or such an effect;
(b) Any increase of indebtedness of the Corporation other than
in the ordinary course of business;
(c) Any settlement or other resolution of any dispute or
proceeding other than in the ordinary course of business;
(d) Any cancellation by the Corporation, without payment in
full, of any obligation to the Corporation of any shareholder, director, officer
or employee of the Corporation (or any member of their respective families), or
any entity in which any shareholder, director or officer of the Corporation (or
any member of their respective families) has any direct or indirect interests;
(e) Any obligation incurred by the Corporation other than in
the ordinary course of business;
(f) Any payment, discharge or satisfaction of any obligation
or judgment, other than in the ordinary course of business; or
(g) Any agreement obligating the Corporation to do or take any
of the actions referred to in this Section 2.7 outside the ordinary course of
business.
2.6 CONTRACTS. The Corporation's periodic reports available on the
XXXXX filing system contain an accurate, current and complete list and
description of each contract and agreement, whether written or oral
("Contract"), (other than this Agreement) to which the Corporation is a party or
by which the Corporation or any of its assets are bound. An accurate, current
and complete copy of each Contract has been or will be made available to
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Bedrock for inspection and copying.
2.7 OFFERS. There are no outstanding offers, bids, proposals or
quotations made by the Corporation which, if accepted, would create a Contract
with the Corporation.
2.8 OFFICERS, DIRECTORS, AGENTS, ETC. Xxxxxxxxxxx Xxxxxx and Xxxxxxx
Xxxxxx are the sole officers and directors of the Corporation. Neither
individual has an employment agreement.
2.9 CONSENTS. The execution, delivery and performance by the
Corporation of this Agreement and the consummation by the Corporation of the
transactions contemplated hereby do not require any consent that has not been
received prior to the date hereof.
2.10 FULL DISCLOSURE. All the representations and warranties made by
the Corporation herein or in any Schedule, and all of the statements, documents
or other information pertaining to the transaction contemplated herein made or
given by the Corporation, its agents or representatives, are complete and
accurate, and do not omit any information required to make the statements and
information provided, in light of the transaction contemplated herein,
non-misleading, accurate and meaningful.
ARTICLE III
BEDROCK'S REPRESENTATIONS AND WARRANTIES
Bedrock hereby makes the following representations and warranties to the
Corporation, each of which Bedrock represents to be true and correct on the date
hereof and (except as Bedrock may notify the Corporation in writing prior to the
Closing) shall be deemed made again as of the Closing and represented by Bedrock
to be true and correct at the time of the Closing.
3.1 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) The execution and delivery of this Agreement by Bedrock
and the performance of all Bedrock's obligations hereunder have been duly
authorized and approved by all requisite corporate action on the part of Bedrock
pursuant to applicable law. Bedrock has the power and authority to execute and
deliver this Agreement and to perform all its obligations hereunder.
(b) This Agreement and each of the other documents,
instruments and agreements executed by Bedrock in connection herewith constitute
the valid and legally binding agreements of Bedrock, enforceable against Bedrock
in accordance with their terms, except that: (i) enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
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laws of general application affecting the enforcement of the rights and remedies
of creditors; and (ii) the availability of equitable remedies may be limited by
equitable principles.
3.2 NO VIOLATIONS. Neither the execution, delivery nor performance of
this Agreement or any other documents, instruments or agreements executed by
Bedrock in connection herewith, nor the consummation of the transactions
contemplated hereby: (i) constitutes a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of Bedrock, any provision of any Contract to which Bedrock or its assets
may be bound, any judgment to which Bedrock is bound or any law applicable to
Bedrock; or (ii) result in the creation or imposition of any encumbrance upon,
or give to any third person any interest in or right to, any other capital stock
of Bedrock or any of the assets of Bedrock; or (iii) result in the loss or
adverse modification of, or the imposition of any fine or penalty with respect
to, any license, permit or franchise granted or issued to, or otherwise held by
or for the use of, Bedrock.
3.3 CONSENTS. The execution, delivery and performance by Bedrock of
this Agreement and the consummation by Bedrock of the transactions contemplated
hereby do not require any consent that has not been received prior to the date
hereof.
3.4 CONDUCT SINCE DATE OF FINANCIAL DISCLOSURE. Except as otherwise set
forth herein, none of the following have occurred since the date of the Bedrock
financial disclosure:
(a) Any material adverse change in the financial condition,
obligations, capitalization, business, prospects or operations of Bedrock, nor
are there any circumstances known to Bedrock which might result in such a
material adverse change or such an effect;
(b) Any increase of indebtedness of Bedrock other than in the
ordinary course of business;
(c) Any settlement or other resolution of any dispute or
proceeding including Bedrock other than in the ordinary course of business;
(d) Any cancellation by Bedrock, without payment in full, of
any obligation to Bedrock of any shareholder, partner, director, officer or
employee of Bedrock (or any member of their respective families), or any person
in which any shareholder, partner, director or officer of Bedrock (or any member
of their respective families) has any direct or indirect interest;
(e) Any obligation incurred by Bedrock other than in
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the ordinary course of business;
(f) Any payment, discharge or satisfaction of any obligation
or judgment of or against Bedrock, other than in the ordinary course of
business; or
(g) Any Contract obligating Bedrock to do or take any of the
actions referred to in this Section 3.4 outside the ordinary course of business.
3.5 CONTRACTS. An accurate, current and complete copy of each material
Contract has been furnished to the Corporation. Xxxxx Xxxxx and Xxxxxx Xxxxxx
hereby affirm their responsibility for all liability and obligation associated
with that certain line of credit agreement with Regions Bank (now known as Union
Planter's Bank).
3.6 OFFERS. There are no outstanding offers, bids, proposals or
quotations made by Bedrock which, if accepted, would create a Contract with
Bedrock.
3.7 CONSENTS. The execution, delivery and performance by Bedrock of
this Agreement and the consummation by Bedrock of the transactions contemplated
hereby do not require any consent that has not been received prior to the date
hereof.
3.8 FULL DISCLOSURE. All the representations and warranties made by
Bedrock herein or in any Schedule hereto, and all of the statements, documents
or other information pertaining to the transaction contemplated herein made or
given by Bedrock, its agents or representatives are complete and accurate, and
do not omit any information required to make the statements and information
provided, in light of the transaction contemplated herein, non-misleading,
accurate and meaningful.
ARTICLE IV
BEDROCK SHAREHOLDERS' AND SERVICE PROVIDERS' REPRESENTATIONS,
WARRANTIES AND AGREEMENTS
Each Bedrock Shareholder and where applicable each Service Provider hereby makes
the following representations and warranties to the Corporation, each of which
such Bedrock Shareholder and where applicable Service Provider represents to be
true and correct on the date hereof and (except as such Bedrock Shareholder or
Service Provider may notify the Corporation in writing prior to the Closing)
shall be deemed made again as of the Closing and represented by such Bedrock
Shareholder and Service Provider to be true and correct at the time of the
Closing.
4.1 TITLE TO STOCK. He is the sole owner, legally and
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beneficially, of the Corporation capital stock to and has not caused any lien or
encumbrance to be made against such stock of any kind. The return to the
Corporation of such stock pursuant to the provisions of this Agreement will
transfer to the Corporation valid title thereto, free and clear of all
encumbrances of every kind except any created by the Corporation.
4.2 ENFORCEABILITY. This Agreement and each of the other documents,
instruments and agreements executed by him in connection herewith constitute the
valid and legally binding agreements of him, enforceable against him in
accordance with their terms, except that: (i) enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application affecting the enforcement of the rights and remedies of
creditors; and (ii) the availability of equitable remedies may be limited by
equitable principles.
ARTICLE V
INTERPRETATION AND SURVIVAL OF
REPRESENTATIONS AND WARRANTIES
5.1 INTERPRETATION. Each warranty and representation made by a party in
this Agreement or pursuant hereto is independent of all other warranties and
representations made by the same party in this Agreement or pursuant hereto
(whether or not covering identical, related or similar matters) and must be
independently and separately satisfied. Exceptions or qualifications to any such
warranty or representation shall not be construed as exceptions or
qualifications to any other warranty or representation.
5.2 SURVIVAL. All representations and warranties made in this Agreement
or pursuant hereto shall survive the date hereof, the Closing, the consummation
of the transaction contemplated hereby and any investigation.
ARTICLE VI
OBLIGATIONS AT CLOSING
6.1 OBLIGATIONS OF THE CORPORATION TO BEDROCK AT CLOSING. The
Corporation hereby covenants and agrees to assist in the reinstatement of
Bedrock as a corporation in good standing in the State of Florida.
6.2 BEDROCK SHAREHOLDERS' AND SERVICE PROVIDERS' OBLIGATIONS TO THE
CORPORATION AT CLOSING. Each Bedrock Shareholder and Service Provider hereby
consents to the rescission of all previous share issuances by the Corporation
and relinquishes all right, title or interest therein.
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ARTICLE VII
MISCELLANEOUS
7.1 ENTIRE AGREEMENT. This Agreement sets forth all the promises,
covenants, agreements, conditions and understandings among the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements or conditions, expressed
or implied, oral or written, except as herein contained. No changes of or
modifications or additions to this Agreement shall be valid unless same shall be
in writing and signed by the parties hereto.
7.2 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon
the parties hereto, their beneficiaries, heirs and administrators. No party may
assign or transfer its interests herein, or delegate its duties hereunder,
without the written consent of the other parties.
7.3 AMENDMENT. The parties hereby irrevocably agree that no attempted
amendment, modification or change (collectively, "Amendment") of this Agreement
shall be valid and effective, unless the parties shall unanimously agree in
writing to such Amendment.
7.4 NO WAIVER. No waiver of any provision of this Agreement shall be
effective unless it is in writing and signed by the party against whom it is
asserted, and any such written waiver shall only be applicable to the specific
instance to which it relates and shall not be deemed to be a continuing or
future waiver.
7.5 GENDER AND USE OF SINGULAR AND PLURAL. All pronouns shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the party or parties or their personal representatives, successors and
assigns may require.
7.6 COUNTERPARTS. This Agreement and any Amendments may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
7.7 HEADINGS. The article and section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of the Agreement.
7.8 GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Florida.
7.9 FURTHER ASSURANCES. The parties hereto shall execute and deliver
such further instruments and do such further acts and
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things as may be reasonably required to carry out the intent and purposes of
this Agreement.
7.10 LITIGATION. If any party hereto is required to engage in
litigation or arbitration against any other party hereto, either as plaintiff or
as defendant, in order to enforce or defend any of its or his rights under this
Agreement, and such litigation results in a final judgment in favor of such
party (the "Prevailing Party"), then the party or parties against whom said
final judgment is obtained shall reimburse the Prevailing Party for all direct,
indirect or incidental expenses incurred by the Prevailing Party in so enforcing
or defending its or his rights hereunder, including, but not limited to, all
attorneys' fees, paralegals' fees, court costs and other expenses incurred
throughout all negotiations, trials or appeals undertaken in order to enforce
the Prevailing Party's rights hereunder.
7.11 CONFIDENTIALITY. Except for discussions of the transactions
contemplated by this Agreement among the parties hereto and their respective
representatives and counsel participating in this transaction, and except as may
be required of the Corporation pursuant to federal securities laws, each party
hereto shall, unless all other parties hereto shall otherwise agree, keep
confidential and not, directly or indirectly, disclose to any person the
existence of this Agreement, the transaction contemplated by this Agreement or
any of the terms thereof, or the fact that the Corporation and Bedrock have
entered into discussions or negotiations for any purpose whatsoever, and each
party hereto shall use its good faith efforts to cause its employees, agents,
officers, directors and representatives to abide by the foregoing restrictions
on disclosure.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year set forth above.
CAPITAL SOLUTIONS 1, INC.
By: /s/ XXXXXXXXXXX XXXXXX
------------------------------------ -------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
-----------------------------------
Title: President
----------------------------------
BEDROCK HOLDINGS, INC.
By: /s/ XXXXX XXXXX
------------------------------------ -------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------
Title: President
----------------------------------
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BEDROCK SHAREHOLDERS:
/s/ XXXXX XXXXX
-----------------------------------
/s/ XXXXXX XXXXXX
-----------------------------------
/s/ XXXXX XXXX
-----------------------------------
SERVICE PROVIDERS:
/s/ XXXXX XXXXXXX
-----------------------------------
Westchester Holdings, Inc.
/s/ XXXXX XXXX
-----------------------------------
Horseshoe Investments, LLC.
/s/ XXXXXX XXXXXXX
----------------------------------
Harbourside Corporation Pty Limited
/s/ XXXXXX XXXXXXX
----------------------------------
Xxxxxxx Corporation Pty Limited
/s/ XXXXXX XXXXXXX
----------------------------------
Moreton Bay Group Pty Limited
/s/ XXXXXX XXXXXXX
----------------------------------
Bayshore Capital Pty Limited
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