RESCISSION AGREEMENT
Exhibit
2.1
This
Rescission Agreement (this "Agreement") is made and entered into
effective as of July 10, 2007, by and between Tunex International, Inc., a
Utah
corporation (“Tunex" or the “Company”), American Asia Pharmaceutical Investment
Inc. (“American Asia”) and selling shareholders of American Asia (collectively
referred to herein as the “Shareholders”). This Agreement rescinds a
certain Agreement for Share Exchange dated December 21, 2006.
RECITALS
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A.
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Tunex,
American Asia and the Shareholders are parties to a certain Agreement
for
Share Exchange, dated December 31, 2006 (“the Share Exchange
Agreement”) pursuant to which Tunex acquired a 100% ownership interest in
American Asia from the Shareholders in exchange for a total of 31,767,129
shares of the common stock of Tunex (the “Exchange
Shares”).
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B.
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Due
to subsequent events, the parties desire to cancel and rescind the
Share
Exchange Agreement, subject to the terms and conditions set forth
herein.
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AGREEMENT
NOW
THEREFORE, in consideration of the mutual premises and covenants contained
herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
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1.
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Incorporation of Recitals. The
foregoing recitals are hereby incorporated in and made a part of
this
Agreement by this reference.
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2.
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Rescission
and Cancellation of
Agreement. The parties
agree as
follows:
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2.1
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Upon
execution of this Agreement,
the parties will cancel and consider rescinded all previous agreements
between the parties. According to this Agreement, the Exchange
Shares shall be returned to Tunex, and all ownership of American
Asia will
transfer to the original Shareholders (“Return
Transfer”).
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3.
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Further
Assurances. Each of
the parties
agrees to take such actions and steps as may be reasonably requested
by
the other party to effect the Return Transfer set forth in Section
2.1,
including without limitation to execute and deliver any required
filings
with governmental authorities. Further, each of Tunex, American
Asia and the Shareholders shall take all reasonable actions necessary
to
comply promptly with all legal requirements which may apply with
respect
to the transactions hereunder and will promptly cooperate with and
furnish
information to the other party in connection with any such
requirements.
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4.
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Entire
Agreement; Amendments. This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter
hereof, and supercedes and replaces any prior or contemporaneous
agreements or understandings, whether written or oral, relating to
such
subject matter. This Agreement is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder.
This Agreement may not be modified or amended except in writing signed
by
the parties.
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5.
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Counterparts. This
Agreement may
be executed in one or more counterparts, each of which shall be deemed
an
original and together shall constitute one and the same
instrument.
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1
IN
WITNESS WHEREOF, this Rescission Agreement has been signed by the
parties set forth below as of the date set forth above.
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Tunex
International, Inc.
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By:
/s/ Xxxx Xxx Xxxxx
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Xxxx
Xxx Xxxxx, Director
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American
Asia Pharmaceutical Investment Inc.
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By:
/s/ Xxxxx Xxx Kit,
Xxxxx
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| Xxxxx Tsz Kit Xxxxx, Director |
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Shareholder
of American Asia Pharmaceutical Investment
Inc.
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By:
/s/ Xxxxx Xxx Kit,
Xxxxx
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| Xxxxx Tsz Kit Xxxxx |
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