September 21, 2011
VIA CERTIFIED MAIL/
RETURN RECEIPT REQUESTED and
U.S. REGULAR MAIL
Iron Eagle Group, Inc.
Delta Mechanical Group, LLC
Attention: Xxxxx X. Xxxxxxx
00 Xxxx 00xx Xxxxxx
Xxxxx 00X
Xxx Xxxx Xxx Xxxx 00000
Re: Member Interest Purchase Agreement by and among Delta Mechanical
Group, LLC, Iron Eagle Group, Inc. and Xxxxx X. Xxxxxxxxxx
Gentlemen:
Reference is hereby made to that certain Member Interest Purchase
Agreement ("Purchase Agreement"), Secured Term Note ("Buyer Note") and
Pledge and Assignment of Member ship Interests ("Pledge"), collectively
the "Transactional Documents," all dated as of the 21st day of January,
2011, by and among Delta Mechanical Group, LLC, a Delaware limited
liability company ("DMG"), Iron Eagle Group Inc., a Delaware
corporation, collectively the "Buyer" and Xxxxx X. Xxxxxxxxxx, an
individual ("Selling Member"). Selling Member transferred and conveyed
all of his membership interest ("Membership Interest") in Sycamore
Enterprises LLC, a Rhode Island limited liability company ("Sycamore"),
the holder of all of the outstanding membership interests of Delta
Mechanical Contractors, LLC, a Delaware limited liability company
("Company") subject to the terms of the Transactional Documents.
In accordance with the terms of a certain Extension and Indemnity
Agreement ("Indemnity Agreement") dated as of the 18th day of August,
2011, Selling Member agreed to extend the Payment Due Date through
September 16, 2011. Notwithstanding, Xxxxx has failed to comply with
the Transactional Documents in that payment under the Buyer Note was
not received on the Payment Due Date causing an automatic rescission of
the Transaction without further action being required.
In accordance with the Transactional Documents and in particular,
Section 5 of the Indemnity Agreement, the Transaction, including the
transfer and conveyance of the Membership Interest, is hereby rescinded
and is void ab initio and therefore, all of Buyer's legal and equitable
interests in the Membership Interest hereby automatically revert to
Selling Member.
Further, the Selling Member, individually, and on behalf of Sycamore
and Company hereby provides notice to Buyer that the Transaction has
been rescinded consistent with Rev Xxx 80-58 1980-1 CB 181.
Very truly yours,
Xxxxx X. Xxxxxxxxxx
Selling Member
Sycamore Enterprises LLC
2
By: /s/Xxxxx X. Xxxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxxx
Delta Mechanical Contractors, LLC
By its Member
Sycamore Enterprises LLC
By: /s/Xxxxx X. Xxxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxxx
Member
