RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT dated January __, 2001, between and among SKINTEK
LABS, INC., a Florida corporation ("Skintek"), ULTIMATE WARLOCK, INC., a
California corporation ("Ultimate"), and the shareholders of Skintek who have
executed a copy of this Agreement (the "Shareholders").
WITNESSETH:
WHEREAS, on September 13, 2000, and pursuant to an Agreement dated as of
August 15, 2000, as amended by the Amendment to the Agreement, dated September
8, 2000 (the "Agreement") between and among the parties hereto Skintek purchased
1,090,135 of the outstanding capital stock of Ultimate in exchange for the
issuance to the Shareholders of an aggregate of 3,205,916 shares of Common Stock
of Skintek; and
WHEREAS, said stock of Ultimate, which is engaged in the manufacture and
sale of offshore racing boats, was owned by the Shareholders; and
WHEREAS, the premises on which the parties entered into the Agreement were
mistaken and the parties desire to rescind the Agreement and the purchase of
Ultimate shares thereunder; and
WHEREAS, the parties have agreed to such rescission; and
WHEREAS, as a part of such rescission the Shareholders are delivering to
Skintek all common shares of Skintek received by them and receiving all common
shares of Ultimate delivered by them pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereby agree to rescind the Agreement and the sale
of Ultimate to Skintek thereunder as follows:
1. The Agreement and all documents executed pursuant thereto or in
connection therewith by the parties hereto are hereby rescinded and shall be
null and void and of no force and effect.
2. Skintek agrees to immediately deliver to Shareholders certificates
representing all of the 1,090,135 shares of Common Stock of Ultimate (the
"Ultimate Shares"), acquired by Skintek under the Agreement, said certificates
to be in due form for transfer and said certificates and the shares represented
thereby to be free and clear of all security interests, liens and encumbrances
whatsoever.
3. Shareholders agree to immediately deliver to Skintek Certificates
aggregating 3,205,916 shares of Common Stock of Skintek (the "Skintek Shares"),
representing all of the shares of Skintek originally issued by Skintek to the
Shareholders under the Agreement, said certificates to be in due form for
transfer and said certificates and the shares represented thereby to be free and
clear of all security interests, liens and encumbrances.
4. Without limiting the generality of paragraph 1 hereof: (i) the
obligations of Skintek under any employment agreements between Skintek and any
of the Shareholders is hereby rescinded, released, canceled and discharged; (ii)
Skintek hereby releases the Shareholders from and against any and all rights and
claims which it may have against any of said persons arising under said
employment agreements; (iii) the Shareholders hereby resign as directors,
officers and employees (if applicable) of Skintek. Immediately prior to the
foregoing, the directors of Skintek shall elect Xxxxx Xxxxxxx as a director of
Skintek.
5. Ultimate and the Shareholders hereby release and forever discharge
Skintek and any present or former director, officer, employee or agent of
Skintek and any of its subsidiaries from and against any and all claims, rights,
actions, suits, and causes of action which they had, now have, or shall or may
have against Skintek and any of such persons by reason of any matter, cause or
thing whatsoever from the beginning of the world to the date hereof, including
but not limited to any claims, rights, actions, suits, or causes of action
arising under the Agreement or the transactions contemplated thereby but
excluding however any claims, rights, actions, suits, or causes of action
arising from agreements, representations and warranties made by Skintek in this
Rescission Agreement.
6. Skintek hereby releases and forever discharges Ultimate and the
Shareholders and each of them from and against any and all claims, rights,
actions, suits, and causes of action which Skintek had, now has, or shall or may
have against Ultimate or any of the Shareholders, by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date hereof,
including but not limited to claims, rights, actions, suits, and causes of
action arising under the Agreement or the transactions contemplated thereby but
excluding, however, any claims, rights, actions, suits, or causes of action
arising from agreements, representations, and warranties made by Ultimate and
the Shareholders in this Rescission Agreement.
7. Skintek hereby represents and warrants to Ultimate and the
Shareholders as follows:
7.1 The Ultimate Shares are free and clear of any liens or
encumbrances of any character whatsoever and no third parties (except the
parties hereto) have any rights or claims in and to the Ultimate Shares. Upon
the delivery of the Ultimate Shares to Shareholders hereunder, Shareholders will
acquire good and absolute title and ownership thereto, free and clear of any
liens or encumbrances whatsoever.
7.2 All necessary corporate action has been taken by Skintek to
authorize the execution, delivery and consummation by Skintek of this Rescission
Agreement and the transactions contemplated hereby. This Rescission Agreement
has been duly executed and delivered by Skintek and is a valid and enforceable
obligation of Skintek in accordance with its terms. The execution, delivery and
performance of this Rescission Agreement will not violate any provisions of law,
any order of any court or other agency of government, the Certificate of
Incorporation or By-laws of Skintek, any provision of any indenture, agreement
or other instrument to which Skintek is a party, or by which it or any of its
properties or assets is bound, or be in conflict with, result in a breach of or
constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of Skintek.
7.3 No actions, suits, claims or proceedings have been
instituted, or to the best of Skintek's knowledge, threatened, questioning the
validity or seeking to restrain the completion of the transactions contemplated
hereby. No suits or proceedings have been instituted, nor, to the best of
Skintek's knowledge, threatened, by or against Skintek initiating a proceeding
under the Federal Bankruptcy Act or any state insolvency or similar law. Skintek
does not contemplate the filing of any proceeding under any of said laws.
7.4 During the period commencing with the closing of the
Agreement and ending on the date hereof, Skintek has not entered into any
agreements, commitments, or otherwise incurred any obligations on behalf of
Skintek, nor has Skintek issued any additional shares of Common Stock of Skintek
or any warrants, options or other rights to purchase Common Stock of Skintek.
7.5 Skintek understands and agrees that Ultimate and the
Shareholders have made no representation or warranty as to the tax consequences
to Skintek of this Rescission Agreement and the events and actions contemplated
hereby. Skintek has consulted and relied solely upon its own tax advisors with
respect to all tax matters concerning this transaction.
8. Ultimate hereby represents and warrants to Skintek that:
8.1 Ultimate has authority to take, and has taken, all action
required to be taken to permit it to enter into and carry out this Rescission
Agreement. This Rescission Agreement has been duly executed and delivered by
Ultimate and is valid and enforceable against them in accordance with its terms.
8.2 Ultimate has not incurred any obligations or liabilities on
behalf of Skintek and no third party has any claim against Skintek as a result
of the conduct of the business of Ultimate. Skintek has no liability of any kind
or nature (primary, secondary, contingent, liquidated or unliquidated, or
otherwise) to any past, existing or future creditor, as such, of Ultimate.
8.3 Ultimate has not solicited or obtained any credit or loan in
which Skintek was a co-maker or a guarantor or which was secured by the assets
of Skintek.
8.4 Ultimate understands and agrees that Skintek has made no
representation or warranty as to the tax consequences to Ultimate of this
Rescission Agreement and the events and actions contemplated hereby. Ultimate
has consulted and relied solely upon its own tax advisors with respect to all
tax matters concerning this transaction.
9. Each Shareholder hereby represents and warrants to Skintek that:
9.1 The Shareholder owns all the right, title and interest in
and to the Skintek Shares issued in his or her name, free and clear of any
security interests, liens, claims and encumbrances of any kind whatsoever, and
has full right and power effectively to transfer unencumbered, record and
beneficial ownership of such shares to Skintek pursuant to the terms of this
Rescission Agreement.
9.2 This Rescission Agreement has been duly executed and
delivered by the Shareholder and is valid and enforceable against him or her in
accordance with its terms.
9.3 The Shareholder has not solicited or obtained any credit or
loan in connection with his or her ostensible ownership of Skintek Shares.
9.4 The Shareholder understands and agrees that Skintek has made
no representation or warranty as to the tax consequences to the Shareholder of
this Rescission Agreement and the events and actions contemplated hereby. The
Shareholder has consulted and relied solely upon the Shareholder's own tax
advisors with respect to all tax matters concerning this transaction.
10. Ultimate hereby indemnifies and holds Skintek harmless from and
against any and all liabilities, losses, damages and claims (including
attorney's fees) which may be asserted against Skintek by any past, present or
future creditor of Ultimate, including, without limitation, claims and
liabilities arising from any real or personal property leases with respect to
which Skintek is lessee or otherwise obligated but the benefit of which is
enjoyed by Ultimate, or guaranties, if any, executed by Skintek for the benefit
of Ultimate. The relief afforded hereunder shall be in addition to all other
relief provided by law.
11. Each of Skintek and Ultimate agree to provide, or cause to be
provided to the other, as soon as reasonably practical after written
request therefor, any information, whether in written, oral, electronic or other
form, including reports, records, books, contracts, instruments, or other
materials ("Information") in the possession of such party which the requesting
party reasonably needs (i) to comply with any reporting or disclosure obligation
(including under applicable securities or tax laws) (ii) for use in any
judicial, regulatory, administrative, tax or other proceeding or (iii) in order
to satisfy audit, accounting, claims, regulatory, litigation, tax or other
similar requirements.
12. This Rescission Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their successors and assigns.
13. This Rescission Agreement constitutes the entire agreement and
understanding between Skintek, Ultimate and Shareholders with respect to the
rescission provided for herein.
14. This Rescission Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
15. This Rescission Agreement shall be construed and interpreted in
accordance with the laws of the State of Florida.
16. All representations, warranties, covenants and agreements of any of
the parties hereto made in this Rescission Agreement or in any certificate or
document delivered by it pursuant hereto, shall survive the execution and
delivery hereof and the closing hereunder.
IN WITNESS WHEREOF, Skintek and Ultimate have caused their corporate names
to be hereunto subscribed and the Shareholders have duly signed this Rescission
Agreement all as of the day and year first above written. SKINTEK LABS, INC.
By: ________________________________
ULTIMATE WARLOCK, INC.
By: ________________________________
Xxxxxx Read, President
SHAREHOLDERS:
________________________________
Xxxxxxx Xxxxxxxxx
________________________________
Xxxxxx Read
EVANSVILLE, LTD.
By:_____________________________
Title:__________________________
_______________________________
Xxxxx Xxxxxxx
_______________________________
Xxxx Xxxxxxxx
_______________________________
Xxxxxx Xxxxxxx
______________________________
Xxxxxx Xxxxxxx
