RESCISSION AGREEMENT Exhibit 10.3
---------------------
THIS RESCISSION AGREEMENT is made this day of November, 1998 by and between R &
R RESOURCES, INC., a Nevada corporation (hereinafter called "the the Company"),
and XXXXX X. XXXXXXX (hereinafter called "Xxxxxxx").
W I T N E S S E T H :
WHEREAS the parties hereto entered into that certain Assignment and Agreement
dated May 28, 1998 ("the Assignment and Agreement"herein), whereby Xxxxxxx sold
and assigned to the Company 50 shares of stock (hereinafter called "the
Subsurface Shares") of SUBSURFACE ENERGY CORP., a Nevada corporation
("Subsurface" herein) in exchange for 2,060,000 shares of the Company's common
stock having a par value of $0.001 per share (hereinafter called "the Subject
Company Shares") on the terms and conditions set forth therein; and
WHEREAS the parties hereto wish to rescind the Assignment and Agreement and all
of the transactions thereunder on the terms and conditions contained herein;
NOW THEREFORE, the parties hereto, in consideration of the promises and
covenants hereinafter contained, hereby agree as follows:
1. Rescission. The parties hereto rescind the Assignment and Agreement and all
----------
of the transactions provided for thereunder, and, at the closing on the Closing
Date (as hereinafter defined), the Xxxxxxx Shares will be returned to Xxxxxxx
and the Subject Company Shares will be returned by Xxxxxxx to the Company.
3. Representations of Xxxxxxx. Xxxxxxx represents and warrants to the Company
---------------------------
as follows:
a. Subsurface was duly organized, is, and, on the Closing Date (as
hereinafter defined) will be validly existing under and pursuant to the laws of
the State of Texas with full power to conduct the business in which they are
engaged.
b. This Rescission Agreement has been duly authorized, executed and
delivered by Xxxxxxx, enforceable in accordance with its terms. Xxxxxxx has full
power and authority to enter into this Rescission Agreement on the terms and
conditions herein set forth.
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions or provisions of, or constitute a default under,
or result in the creation of any lien, charge, or encumbrance on, any property
or assets of Xxxxxxx pursuant to any indenture, mortgage, deed of trust,
agreement, contract, or other instrument to which Xxxxxxx is a party or by which
Xxxxxxx may be bound.
d. The Xxxxxxx Shares, when issued by Subsurface, were validly issued by
Subsurface, and, when assigned and transferred to the Company, were legally and
beneficially owned by Xxxxxxx, free and clear of all claims, liens, and
encumbrances.
e. The Subject Company Shares are, and, on the Closing Date (as
hereinafter defined), prior to their return and transfer to the Company, will be
legally and beneficially owned by Xxxxxxx, free and clear of free and clear of
any liens, claims, equities, charges, options, rights of first refusal, or
encumbrances. Xxxxxxx has the unrestricted right and power to transfer, convey
and deliver full ownership of the Subject Company Shares without the consent or
agreement of any other pereson and without any designation, declaration or
filing with any governmental authority, and, upon the transfer of such shares to
the Company as contemplated herein, the Company will receive good and valid
title thereto, free and clear of any liens, claims, equities, charges, options,
rights of first refusal, encumbrances or other restrictions (except those
imposed by applicable securities laws).
f. Subsurface is and will be on the Closing Date (as hereinafter defined)
in good standing as a Texas corporation.
3. Representations of the Company. The the Company represents and warrants to
-------------------------------
Xxxxxxx as follows:
a. The Company, which was incorporated on June 10, 1997, was duly
organized and is and, on the Closing Date (as hereinafter defined) will be
validly existing under and pursuant to the laws of the State of Nevada with full
power to conduct the business in which in intends to engage.
b. This Rescission Agreement has been duly authorized, executed and
delivered on behalf of the the Company, enforceable in accordance with its
terms, and the the Company has full power and lawful authority to enter into
this Rescission Agreement on the terms and conditions herein set forth.
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions, or provisions of, or constitute a default
under, or result in the creation of any lien, charge, or encumbrance on, any
property or assets of the Company pursuant to any indenture, mortgage, deed of
trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which the the Company is a party or by which the the Company may
be bound.
d. The Xxxxxxx Shares are, and on the Closing Date (as hereinafter
defined), prior to their return and transfer to Xxxxxxx, will be legally and
beneficially owned by the Company, free and clear of all claims, liens, and
encumbrances.
e. There is no litigation presently pending or threatened against the the
Company.
f. The total number of shares of the common stock which the the Company is
authorized to issue is fifty million (50,000,000) shares of common stock having
a par value of $0.001 per share.
4. Indemnification. The parties hereto agree to and shall indemnify each other
---------------
and their successors, assigns, heirs, and personal representatives against any
and all damages resulting from any breach of any representation, warranty, or
agreement set forth in this Rescission Agreement or the untruth or inaccuracy
thereof. The parties hereto further agree to and shall indemnify each other and
their successors, assigns, heirs, and personal representatives against any and
all debts, liabilities, choses in action, or claims of any nature, absolute or
contingent, resulting from such breach, untruth or inaccuracy. This indemnity
shall survive the closing of the transactions contemplated hereunder but shall
be limited to liabilities of which one party hereto shall receive notice in
writing from the other party or their or its successors and assigns within five
(5) years from the date hereof. Such party or his, her, or its successors and
assigns shall notify the other parties or parties of any such liabilities,
breach of warranty, untruth, or inaccuracy of representation or any claim
thereof with reasonable promptness, and such party or parties or their or its
successors and assigns shall have, at their election, the right to compromise or
defend any such matter involving asserted liability through counsel of their own
choosing and at their expense. Such notice and opportunity to compromise or
defend, if applicable, shall be a condition precedent to any liability of such
party under this indemnity. In the event that a party hereto undertakes to
compromise or defend any such liability, then such party shall notify the other
party or their or its successors and assigns shall cooperate with the other
party or parties and their or its counsel in the compromising or defending
against any such liabilities.
5. Survival of Representations. The representations, warranties, and
-----------------------------
agreements of the parties hereto contained in this Rescission Agreement shall
-----
not be discharged or dissolved upon but shall survive the closing hereunder and
shall be unaffected by any investigation made by any party at any time.
6. Closing. The closing of the transaction contemplated hereunder, including
-------
but not limited to the delivery of the Xxxxxxx Shares and the Subject Company
Shares will take place at the Law Offices of Xxxxxxx X. Xxxxx, Chartered,
located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, on
November, 1998, or on such other date as is agreed to in writing by the parties
hereto ("the Closing Date" herein).
7. Notices. Any notices to be given hereunder by one party hereto to the other
-------
party hereto shall be deemed to have been made if personally delivered or sent
by certified mail, return receipt requested, Federal Express, United Parcel
Service, Airborne Express, Express Mail or other overnight mail service, or
facsimile transmission and addressed as follows:
If to the Company: R & R Resources, Inc.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
If to Xxxxxxx: Xxxxx X. Xxxxxxx
The foregoing addresses may be changed in the same manner as provided
hereinabove for the giving of notices.
8. Attorneys' Fees. If any litigation is commenced between the parties hereto
----------------
or their representatives concerning any provisions of this Rescission Agreement
or the rights and duties of any person or entity in relation to it, the party
prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for her or its attorneys'
fees in such litigation.
9. Counterparts. This Rescission Agreement may be executed in counterparts and
------------
as executed shall constitute one Rescission Agreement, binding on both of the
parties to it, notwithstanding that both parties are not signatory to the
original or to the same counterpart.
10. Binding Effect. Except as otherwise provided to the contrary, this
---------------
Rescission Agreement shall be binding upon and inure to the benefit of the
parties signatory to this Rescission Agreement and their personal
representatives, heirs, successors and assigns.
11. Headings. The headings of the paragraphs of this Rescission Agreement in
--------
no way define, limit, extend or interpret the scope of this Rescission Agreement
or of any particular paragraph or section.
12. Additional Documents. Each of the parties hereto agrees to execute with
---------------------
acknowledgment or affidavit, if required, any and all additional documents which
may be necessary or expedient in the consummation of this Rescission Ageement
and the achievement of its purposes.
13. Validity. If any provision of this Rescission Agreement is held to be
--------
invalid, the same shall not affect in any respect whatsoever the validity of the
remainder of this Rescission Agreement.
14. Interpretation. When the context in which words are used in this
--------------
Rescission Agreement indicates that such is the intent, words in the singular
number shall include the plural and in the masculine gender shall include the
feminine and neuter, and vice versa.
15. Applicable Law. It is the intention of the parties that the laws of the
---------------
State of Nevada govern the validity of this Rescission Agreement, the
construction of its terms and conditions, and the interpretation of the rights
and duties of the parties.
16. Integrated Agreement. This Rescission Agreement constitutes the entire
---------------------
understanding and agreement between the parties with respect to the subject
-
matter of it, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth or
provided in this Rescission Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Rescission Agreement
the day and year first hereinabove written.
R & R RESOURCES, INC.
By /s/ Xxxxxxx Xxxxx
---------------------
Xxxxxxx Xxxxx
President
ATTEST:
Xxxxx X. X. Xxxxxxxxxx
Secretary
/s/ XXXXX X. GASSIOTERGY
------------------------------
XXXXX X. GASSIOTERGY
