Exhibit 10
MUTUAL RELEASE OF CLAIMS AND RESCISSION OF CONTRACT
The parties to this release and rescission agreement are as follows:
Global Immune Technologies, Inc., a Wyoming corporation ("GIMU");
Xxxxxxx Xxxxx, an M&A corporate consultant to GIMU;
MedPri Limited, a company organized under the laws of England and Wales
("MedPri");
and
Medical Monitors, Limited
1. RECITALS. On or about July 19, 2006, again in November 2006 and again on or
about April 23, 2007, GIMU and MedPri executed an agreement styled "Securities
Exchange Agreement," the effect of which was intended to transfer to GIMU all
the outstanding shares of common stock of MedPri in exchange for GIMU's issuance
to MedPri's shareholders of the following securities:
74 million shares of common stock of GIMU,
7.4 million common stock purchase warrants, and
3-year convertible promissory notes totaling $10 million and convertible into
common stock of GIMU.
In addition to the above issuances of securities, another intention of the
agreement was to issue to Medical Monitors, Limited a GIMU 1-year convertible
promissory note in the amount of $4 million in exchange for certain intellectual
properties and for MedPri to deliver to Medical Monitors, Limited such note.
This obligation to Medical Monitors Limited was in the nature of a third-party
beneficiary contractual provision and depended, for its effectiveness, that the
April 23, 2007 Securities Exchange Agreement be closed and that its closing
provisions be fully executed by the parties.
A copy of the April 23, 2007 Securities Exchange Agreement, which is the most
recent and only expression of the parties' agreements, is attached hereto and
incorporated by reference.
On or about May 17, 2007 counsel for MedPri attempted to effect a closing of the
Securities Exchange Agreement and on May 24, 2007 filed a Form 8-K with the U.S.
Securities and Exchange Commission reporting that a closing had occurred. Soon
thereafter, the parties began to question whether the reported closing had met
all the agreed-upon requirements for a closing - in particular the requirement
that MedPri capitalize itself sufficiently to enable the post-closing company to
be a viable enterprise, the requirement that GIMU's sole director elect a MedPri
person to fill the vacancy created by his resignation, and the requirement that
GIMU deliver to MedPri a stock certificate for 74 million shares of common stock
of GIMU for distribution to the shareholders of MedPri. The parties now agree
that the closing was flawed and likely ineffective and that they desire to
proceed no further toward correcting any flaws of the May 17, 2007 closing or
orchestrating a second closing of the Securities Exchange Agreement especially
in view of the fact that raising funds for the planned GIMU-MedPri company has
not been achieved.
2. Release and Rescission. In consideration of the mutual promises and
releases
set forth herein, effective July 11, 2007, this mutual release and rescission
agreement -
(i) expresses the agreement of the parties that the May 17, 2007 closing was
fatally flawed and did not achieve all objectives of the closing,
(ii) states that the individual closing events that occurred on May 17, 2007, to
the extent that they may have been effective, are each rescinded ab initio,
including the delivery of documents transferring GIMU common stock, warrants,
and promissory notes to MedPri for its delivery to its stockholders or to
Medical Monitors and including GIMU's replacing its independent accounting firm
with a new independent accounting firm,
(iii) effects the rescission of the April 23, 2007 Securities Exchange
Agreements, and
(iv) extinguishes and releases all claims, demands, actions, responsibilities
and liabilities arising thereunder or related thereto -
(i) that GIMU or Xxxxxxx Xxxxx has or may have against MedPri and any
of its affiliated entities, their directors, officers and agents or
against Medical Monitors, Limited;
(ii) that MedPri or persons or entities under its control have or may
have against GIMU, its directors, officers and agents or against
Xxxxxxx Xxxxx or Medical Monitors; or
(iii) that Medical Monitors, Limited has or may have against GIMU, its
directors, officers and agents or against Xxxxxxx Xxxxx or against
MedPri any of
its affiliated entities, their directors, officers and agents.
Global Immune Technologies, Inc.
By: /s/ Xxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxx Xxxxx, Chief Executive Officer Xxxxxxx Xxxxx
MedPri, Limited Medical Monitors, Limited
By:/s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxx,Director Xxxxx Xxxxxx, Director
