EXHIBIT 2.1
MUTUAL AGREEMENT OF TERMINATION
THIS MUTUAL AGREEMENT OF TERMINATION is made and entered into this
26th day of September, 2002, by and between Rainwire Partners, Inc., a Delaware
Corporation ("Rainwire"), and Oasis Group, Inc., a Georgia corporation ("Oasis"
and together with Rainwire, the "Parties")
WHEREAS, the Parties have entered into that certain Amended and
Restated Plan and Agreement to Exchange Stock (the "Exchange Agreement"), dated
December 19, 2001, whereby the parties intended to effect a reorganization
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code; and
WHEREAS, the Parties find it in their best interests to terminate the
Exchange Agreement in accordance with the Parties right of termination pursuant
to Article 10 of the Exchange Agreement which provides that such agreement may
be terminated upon the mutual written consent of the Parties;
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The Exchange Agreement is terminated effective immediately.
2. In accordance with Article 10 of the Exchange Agreement, the
Exchange Agreement shall now become void and of no further force and
effect, without any liability on the part of either of the Parties or
their respective owners, directors, officers, employees, except the
obligations of each Party to preserve the confidentiality of
documents, certificates and information furnished to such party based
on or arising from any breach of default by any such party with
respect to his or its particular representations, warranties,
covenants or agreements, as to his or its particular actions or
inactions, contained in the Exchange Agreement documents.
[Signatures on Following Page]
[Signature Page to Mutual Agreement of Termination]
IN WITNESS WHEREOF, the undersigned set their hands the day and date
first written above.
OASIS GROUP, INC.
/s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX, President and CEO
RAINWIRE PARTNERS, INC.
/s/ XXXX XXXXXXXXXXXX
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XXXX XXXXXXXXXXXX, President
