Exhibit 10e
RESCISSION AGREEMENT
AGREEMENT made as of the 27thof June, 1996, by and between
Essential Resources, Inc. (formerly known as Zygon Corporation), a Nevada
corporation (the "Company") and Petra Xxxxxx Limited, corporation formed under
the laws of the Cayman Islands ("Petra Xxxxxx") (the "Agreement").
W-I-T-N-E-S-S-E-T-H
WHEREAS, Petra Xxxxxx owned an interest in certain assets (the
"Assets") of Formulations, an Australian company ("Formulations"); and
WHEREAS, on or about January 30, 1996, the Company and Petra
Xxxxxx entered into an agreement pursuant to which the Company acquired certain
Assets of Formulations (the "Asset Acquisition"); and
WHEREAS, in connection with the Asset Acquisition, Petra Xxxxxx
was issued Two Hundred and Ninety Thousand Nine Hundred and Twelve (290,912)
shares of the common stock, $001 par value (the "Common Stock") of the Company
(the "Petra Xxxxxx Shares"); and
WHEREAS, the parties hereto have agreed that the Asset Acquisition
transaction should be rescinded in view of certain mutual misunderstandings
between such parties.
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained herein, the parties agree as follows.
RESCISSION OF ASSET ACQUISITION
1. The Company and Petra Xxxxxx hereby acknowledge that there has
been a mutual misunderstanding between the parties as a result of a lack of
research and development of certain tea tree oil formulations by Petra Xxxxxx
believed by the Company to have been further developed at the time the Company
acquired such formulations from Petra Xxxxxx. Accordingly, the parties agree
that the Asset Acquisition shall hereby be rescinded effective as of the date
hereof. The transaction shall hereinafter be deemed null and void in all
respects, as if such transaction shall never have occurred.
2. The Company hereby returns all right, title and interest to the
Assets to Petra Xxxxxx. The Company hereby warrants and represents, upon which
warranties and representations Petra Xxxxxx relies, that Petra Xxxxxx, upon
tender of the Assets by the Company: (i) will be the lawful owner of the Assets;
and (ii) will have good and marketable title to the Assets, free and
clear of all claims, encumbrances, security interests or liens of any kind of
nature whatsoever, except as to any claims, encumbrances, security interests or
liens existing upon the transfer of the Assets from Petra Xxxxxx to the Company.
3. Petra Xxxxxx hereby tenders the Petra Xxxxxx Shares to the
Company. Petra Xxxxxx hereby warrants and represents, upon which warranties and
representations the Company relies, that upon delivery of the Petra Xxxxxx
Shares from Petra Xxxxxx: (i) the Company will be the lawful owner, of record
and beneficially, of
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the Petra Xxxxxx Shares and will have good and marketable title to the Petra
Xxxxxx Shares, free and clear of all claims, encumbrances, security interests or
liens of any kind of nature whatsoever, and with no restriction on the voting
rights and other incidents of record and beneficial ownership pertaining
thereto; and (ii) there are no agreements or understandings between Petra Xxxxxx
and any other person, firm, corporation, or other entity respecting the voting
of any of the Petra Xxxxxx Shares.
4. Petra Xxxxxx hereby tenders the Petra Xxxxxx Shares by delivery
of the stock certificates evidencing the same together with executed stock
powers.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
5. The Company further represents and warrants, upon which
representations and warranties Petra Xxxxxx relies as follows:
(a) The Company is a corporation duly organized, validly existing,
and in good standing under the laws of Nevada and has all requisite power and
authority (corporate and other) to own, lease and operate its properties and
carry on its business as it is now being conducted and to enter into this
Agreement and to consummate the transactions contemplated hereunder;
(b) The Company has the full, absolute and unrestricted right,
power, legal capacity and authority to enter into this Agreement, to transfer
the Assets to Petra Xxxxxx and to carry out the transactions contemplated
hereby; the execution and consummation of this Agreement will not violate any
statute, law,
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regulation, rule, court or administrative judgment, order or decree which is
applicable to the Company. All actions of the Company necessary to authorize it
to execute, deliver and consummate this Agreement and to transfer the Assets to
Petra Xxxxxx have been duly and validly authorized and taken, and no further
actions or authorizations are required. This Agreement constitutes the valid,
legally binding obligation of the Company and is enforceable in accordance with
its terms; and
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not:
(i) result in any breach of, or constitute a default under,
the Certificate or Articles of Incorporation or Bylaws of the Company, or any
instrument or obligation to which the Company is a party or by which it is
bound, or;
(ii) violate any existing statute, order, writ, injunction or
decree of any court, administrative agency or governmental body.
REPRESENTATIONS AND WARRANTIES OF PETRA XXXXXX
6. Petra Xxxxxx further represents and warrants, upon which
representations and warranties the Company relies, as follows:
(a) Petra Xxxxxx is a corporation duly organized, validly
existing, and in good standing under the laws of the Cayman Islands and has all
requisite power and authority (corporate and
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other) to own, lease and operate its properties and carry on its business as it
is now being conducted and to enter into this Agreement and to consummate the
transactions contemplated hereunder;
(b) Petra Xxxxxx has the full, absolute and unrestricted right,
power, legal capacity and authority to enter into this Agreement, to transfer
the Petra Xxxxxx Shares to the Company and to carry out the transactions
contemplated hereby; the execution and consummation of this Agreement will not
violate any statute, law, regulation, rule, court or administrative judgment,
order or decree which is applicable to Petra Xxxxxx. All actions of Petra Xxxxxx
necessary to authorize it to execute, deliver and consummate this Agreement and
to transfer the Petra Xxxxxx Shares to the Company have been duly and validly
authorized and taken, and no further actions or authorizations are required.
This Agreement constitutes the valid, legally binding obligation of Petra Xxxxxx
and is enforceable in accordance with its terms; and
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not:
(i) result in any breach of, or constitute a default under,
the Certificate or Articles of Incorporation or Bylaws of Petra Xxxxxx, or any
instrument or obligation to which Petra Xxxxxx is a party or by which it is
bound, or;
(ii) violate any existing statute, order, writ, injunction or
decree of any court, administrative agency or
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governmental body.
MISCELLANEOUS
7. All notices hereunder shall be in writing and shall be mailed
by first class registered or certified mail, postage prepaid, return receipt
requested, or by prepaid telegram or telex and all communications shall be
addressed to the addresses of the parties hereto as such parties shall designate
by notice to the other party.
8. This Agreement contains the final, complete and exclusive
understanding of the parties with respect to its subject matter and all prior
negotiations, discussions, commitments and understandings heretofore had between
them with respect thereto are merged herein. Except as otherwise expressly
provided herein, all the terms and conditions of this Agreement shall bind and
inure to the benefit of, and be enforceable by, the heirs and the respective
successors and assigns of the parties hereto. This Agreement may not be modified
or amended except by an instrument in writing signed by the Company and Petra
Xxxxxx
9. The titles and headings of the sections of this Agreement are
included for the convenience of the parties only and are not part of this
Agreement.
10. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable
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law or rule in any jurisdiction, provided such provision does not go to the very
essence of this Agreement, such provision will be ineffective only to the extent
of such invalidity, illegality or unenforceability in such jurisdiction, without
invalidating the remainder of this Agreement in such jurisdiction or any
provision hereof in any other jurisdiction.
11. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which shall
constitute but one and the same document.
12. At any time, and from time to time, each party agrees, at its,
his or their expense, to take such actions and to execute and deliver such
documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
13. This Agreement shall be governed in all respects, whether as
to validity, construction, interpretation, capacity, performance or otherwise,
by the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first written above.
ESSENTIAL RESOURCES, INC.
By:__________________________
Xxxxxxx Xxxx
Chief Executive Officer
PETRA XXXXXX LIMITED
By:__________________________
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