AGREEMENT TO RESCIND STOCK PURCHASE
THIS AGREEMENT TO RESCIND STOCK PURCHASE (this "Agreement"), entered into
this 17th day of March, 2000, effective as of the 27th day of December, 1999, by
and between Greystone Funding Corporation, a Virginia corporation (the "Buyer")
and Xxxxxx Technologies, Inc., a Delaware corporation (the "Stockholder" or
"Xxxxxx").
W I T N E S S E T H:
WHEREAS, on December 27, 1999 the Stockholder sold to Buyer 468,000 shares,
no par value per share of the outstanding capital stock (the "Stock"), of
Photobit Corporation (the "Company"); and
WHEREAS, on December 27, 1999 the Buyer purchased the Stock from the
Stockholder by paying the Stockholder $1,000,000 in cash and executing and
delivery to Stockholder its promissory note in the amount of $872,000 (the
"Note");
WHEREAS, in order to induce the Buyer to purchase the Stock, the
Stockholder issued to the Buyer warrants to purchase 2,000,000 shares of common
stock of Xxxxxx Technologies, Inc. ("Xxxxxx Common Stock") at an exercise price
of $0.75 per share;
WHEREAS, the Buyer and Stockholder desire to rescind the Stock purchase,
return the Stock to Stockholder, cancel the Note and convert the $1,000,000 cash
purchase price into the initial advance under that certain Amended and Restated
Loan Agreement dated as of December 27, 1999 among the Buyer, Xxxxxx and Xxxxxx
Technologies, Inc., a New York corporation (the "Loan Agreement").
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:
1. Rescission of Stock Purchase. The Buyer and the Stockholder agree to
rescind the purchase of the Stock by Buyer from Stockholder effective as of
December 27, 1999. The Buyer agrees to return the Stock to the Stockholder. The
Stockholder agrees to xxxx the Note "Cancelled" and return it to Buyer. The
Buyer and Stockholder agree that the $1,000,000 cash portion of the Stock
purchase price shall be retained by Xxxxxx as the initial advance under the Loan
Agreement.
2. Amendments and Modifications. No amendment or modification of this
Agreement shall be valid unless made in writing and signed by or on behalf of
the party to be charged therewith.
3. Governing Law; Jurisdiction. The parties hereto hereby consent to the
jurisdiction of all courts of the State of New York and the United States
District Court for the Southern District of New York, as well as to the
jurisdiction of all courts from which an appeal may be properly taken from such
courts, for the purpose of any suit, action or other proceeding arising
out of or with respect to this Agreement, the Note, the Warrants, any other
agreements, instruments, certificates or other documents executed in connection
herewith or therewith, or any of the transactions contemplated hereby or
thereby, or any of the parties' obligations hereunder or thereunder. The parties
hereto hereby expressly waive any and all objections which they may have as to
venue in any of such courts, and also waive trial by jury in any such suit,
action or proceeding. The Buyer or Stockholder may file a copy of this Agreement
as evidence of the foregoing waiver of right to jury trial.
4. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
5. Entire Agreement; Waivers. This Agreement and the other agreements and
instruments referred to herein constitute the entire agreement between the
parties pertaining to the subject matter hereof, and supersede all prior
agreements or understandings as to such subject matter. No party hereto has made
any representation or warranty or given any covenant to the other except as set
forth in this Agreement, and the other agreements and instruments referred to
herein. No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute, a waiver of any other provisions, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
2
IN WITNESS WHEREOF, the parties have executed this Agreement on and as of
the date first set forth above.
Buyer:
GREYSTONE FUNDING CORPORATION
By:
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Name: Xxxxxx Xxxxxxx
Title: Vice President
Stockholder:
XXXXXX TECHNOLOGIES, INC.
By:
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Name: Xxxxx Xxxxxx
Title: CEO
