RIGHT TO RESCISSSION
Exhibit
2(ii)
RIGHT
TO RESCISSSION
THIS
RIGHT TO RESCISSION AGREEMENT dated
August 25, 2005, by, between and among Axis Labs, Inc., a Utah Corporation
(“Axis”), The Axis Group LLC, Xxxx Xxxxxxx, Xxxx Xxxxxxxx, F. Xxxxxx XxXxxxxx,
Xxxxx Xxxxxxxxxx, (jointly hereinafter the “Shareholders”) and Nexia Holdings,
Inc., a Nevada, (“Purchaser”) those parties to an Acquisition Agreement of equal
date herewith
WHEREAS,
Purchaser desires to have the right to rescind and terminate the Acquisition
Agreement of the parties hereto wherein it will deliver to the Shareholders
Three Hundred Thousand (300,000) shares of Class C preferred stock in Nexia;
and
WHEREAS,
Axis has
committed to the Purchaser that it will raise $1,500,000 in operating funds
within the next 24 months;
NOW,
THEREFORE, Shareholders grant to Purchaser the unilateral right to rescind,
terminate and unwind the said Acquisition Agreement between the parties hereto,
that is that the Shareholders shall return all shares of Class C Preferred
Stock
of Nexia Holdings, Inc. delivered to them pursuant to the Acquisition Agreement
and Purchaser shall return to Shareholders all shares of the common stock of
Axis Labs, Inc. delivered to it pursuant to the terms of the Acquisition
Agreement between the parties.
This
right of rescission shall be exercised in writing and shall be performed within
10 days of receipt of the notice of rescission by the parties
hereto.
This
right does not survive the exercise of the Option to purchase the Class B
Preferred shares of Xxxxxxx Xxxxxx.
This
Right is in the event that Axis has not raised the necessary operating funds
referenced herein.
IN WITNESS WHEREOF, the below signatures evidence the execution of this Right
of
Rescission on the date first appearing above.
| Nexia Holdings, Inc. | Axis Labs, Inc. | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxxxx X. Xxxxxxx | ||
|
Xxxxxxx Xxxxxx President
|
Xxxxx
X. Xxxxxxx
President
|
Shareholders:
The
Axis
Group, By:
/s/
Xxxx X. Xxxxx .
Title:
GVP
.
Xxxx
Xxxxxxx,
/s/
Xxxx Xxxxxxx .
Xxxx
Xxxxxxxx, /s/
Xxxx Xxxxxxxx .
F.
Xxxxxx
XxXxxxxx, /s/
F. Xxxxxx XxXxxxxx .
Xxxxx
Xxxxxxxxxx
/s/
Xxxxx Xxxxxxxxxx .
