Exhibit 7
MUTUAL RESCISSION AGREEMENT
AND RELEASE OF ALL CLAIMS
This Mutual Rescission Agreement and Release of all Claims (hereinafter
"Agreement") is made by and among Xxxxx Rolling, an individual, Make Your Move,
Inc., a Nevada corporation, and its assignees, and Allpaq Technologies
Corporation, a California corporation, Xxxx Xxx Ban, an unmarried woman, Xxxxxxx
X. Bang, a unmarried man, and Xxxxxx Xxx, a married man, (collectively the
"parties"), with reference to the following facts:
X. Xxxxx Rolling is an individual and a married man who is the CEO of
Make Your Move, Inc., a Nevada corporation.
B. Make Your Move, Inc. ("MYM") is a publicly owned Nevada corporation
located in Reno, Nevada. MYM originated as DCP, Limited, a Nevada limited
liability company, in 1996, and DCP Limited manufactured and distributed
board games. At the end of the calendar year 2000, MYM's CEO, Xxxxx
Rolling, began to explore the possibility of merging with, or entering into
some other type of business relationship with another business entity that
could bring a "high tech" element to game play.
C. Allpaq Technologies Corporation is a California corporation
("Allpaq"), located in Cerritos, California. Allpaq is engaged in the
business of designing and manufacturing computers and computer LCD
monitors, satellite transmitters, and LCD panels, and providing other OEM
services under the "Allpaq" name and xxxx.
D. Xxxx Xxx Ban is an individual and an unmarried woman who is the CEO
of Allpaq.
E. Xxxxxxx X. Bang is an individual and an unmarried man who is the
CFO of Allpaq.
F. Xxxxxx Xxx is an individual and a married man who is the President
of Allpaq.
G. In or about June, 2001, the principals of MYM and Allpaq entered
into negotiations regarding the acquisition by MYM of assets of Allpaq. A
draft of an "Exchange Agreement and Plan of Reorganization" was circulated
and discussed which set forth in detail the contemplated purchase by MYM of
all of Allpaq's capital stock, as well as a purchase of assets, including
all assets of Allpaq necessary for the conduct of business in the manner in
which Allpaq was conducting business, as well as tangible and intangible
property, including all vehicles, equipment, inventory, contracts, customer
lists, intellectual property, cash, and accounts receivables. The "Exchange
Agreement and Plan of Reorganization" was never finalized or executed by
the parties.
H. Certain issues have arisen, such that the parties desire not to
proceed with the sale of Allpaq assets to MYM, and the parties desire,
through this Agreement, to dissolve and rescind any agreements made between
them during the negotiations pertaining to the written "Exchange Agreement
and Plan of Reorganization." Through this Agreement, the parties desire to
rescind any relationship that may have arisen between them, and to bring
this entire matter to a final conclusion and settlement to avoid incurring
any further costs and expenses incident to the above-described
negotiations. Therefore, the parties each give their full, complete, and
Mutual Release of all Claims to the other, expressly recognizing that by
the making of this Agreement and by its execution, the parties do not admit
liability or wrongdoing of any kind on their part, or on the part of anyone
else.
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Based upon the foregoing, and for good and valuable consideration,
including, without limitation, the mutual promises and covenants contained
herein, the receipt and sufficiency of which is hereby acknowledged by each
of the parties, the parties agree as follows.
2. Incorporation of Recitals. The parties agree that the Recitals set
forth above are true and correct and are incorporated into this Agreement
by reference.
3. Rescission. Upon mutual execution of this Agreement by all parties
hereto, MYM, Allpaq, Xxxx Xxx Ban, Xxxxxxx X. Bang and Xxxxxx Xxx agree to
completely dissolve, rescind and abrogate the "Exchange Agreement and Plan
of Reorganization," any and all oral or verbal agreements or understandings
that may have been made between any of the parties hereto, or any
collateral written agreements that may have been made prior to the
contemplated "Exchange Agreement and Plan of Reorganization."
4. Mutual Release. Xxxxx Rolling, MYM, Allpaq, Xxxx Xxx Ban, Xxxxxxx
X. Bang and Xxxxxx Xxx, for and on behalf of themselves, and their
respective officers, directors, employees, managers, affiliates, insurers,
attorneys, successors, representatives, contractors, agents, and assigns
hereby fully, irrevocably, and unconditionally forever mutually release and
discharge each of the other parties hereto, and all of their respective
officers, directors, employees, managers, affiliates, insurers, agents,
attorneys, representatives, contractors, successors, and assigns, and each
of them, from and against any and all actions, causes of action, claims,
judgments, liabilities, obligations, claims for compensation, demands,
costs, fees, and expenses of whatever kind or nature, including, without
limitation, attorneys' fees and costs, whether known or unknown, foreseen
or unforseen, related in any way, directly or indirectly, to the "Exchange
Agreement and Plan of Reorganization" and contemplated purchase of Allpaq's
assets by MYM. Notwithstanding any other provision of this Agreement, the
releases contained herein shall not limit, affect, or apply to any of the
parties' obligations under this Agreement.
5. Return of Property. Each of the parties to this Agreement agrees to
return any stock certificates or any other tangible or intangible personal
property that was exchanged during negotiations over the "Exchange
Agreement and Plan of Reorganization," and to take whatever steps are
necessary to return the stock certificates or other property to the
transferor.
6. Mutual Contribution. This Agreement has been drafted on the basis
of mutual contribution of language and is not to be construed against any
parties hereto as being the drafter or causing the same to be drafted.
7. Further Assurances. The parties agree to cooperate with one another
with respect to the completion of the transactions contemplated by this
Agreement to take such reasonable actions and execute such other documents
as the other party(ies) may reasonably require to carry out the intent of
this Agreement.
8. Covenant of Non-Disparagement. The parties hereby covenant and
agree that each shall not make, at any time or place, any disparaging
remarks, verbally or in writing, concerning any of the parties' actions or
perceived omissions, regarding any matter connected with the "Exchange
Agreement and Plan of Reorganization" or the contemplated purchase of
Allpaq's assets by MYM, or otherwise take any action that would disparage
or cast doubt upon the business acumen or judgment of any other party. Each
party understands and acknowledges that each other party's business and
reputation are of special, unique, and extraordinary character, which gives
them a particular value, the loss of which cannot reasonably be compensated
in damages in an action at law. Accordingly, each party further agrees that
in addition to any other rights or remedies that any other party may
possess at law, any aggrieved party shall be entitled to injunctive and
other equitable relief in order to prevent or remedy a breach of the
provisions of this Section 4. by any other party hereto.
9. No Assignment. The parties to this Agreement represent and warrant
that they or their affiliated persons or entities have not assigned or
transferred any claims or any interest therein or authorized any other
person or entity to assert any claim or claims on its or their behalf with
respect to the subject matter of this Agreement.
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10. Comprehensive Nature of Agreement. The parties to this Agreement
understand and expressly agree that this Agreement is completely
comprehensive, and extends to all claims of every nature and kind
whatsoever arising out of any matter related to the "Exchange Agreement and
Plan of Reorganization" and contemplated purchase of Allpaq's assets by
MYM, known or unknown, foreseen or unforeseen, suspected or unsuspected,
including, but not limited to, any and all claims under Nevada or
California or other states' statutes, common law, or case law, or federal
law, and any other claim of any type whatsoever.
11. Governing Law, Venue, and Jurisdiction. This Agreement and the
legal relations between the parties shall be governed by and construed in
accordance with the laws of the State of Nevada governing contracts made
and to be performed in that state, except insofar as the internal law of
any other political entity or jurisdiction shall specifically and
mandatorily apply to any of the transactions contemplated thereby. The
parties hereby agree that all litigation resulting under this Agreement
shall be under the sole and exclusive jurisdiction of the Second Judicial
District Court in and for the County of Washoe, State of Nevada, and the
parties hereby submit to exclusive jurisdiction and venue thereunder.
12. Counterparts and Facsimile Execution. This Agreement may be
executed in two (2) or more counterparts and via facsimile transmission,
each of which shall be deemed an original, but all of which together shall
constitute one in the same instrument. If the Agreement is executed via
facsimile transmission the party so executing the Agreement shall forward
an original executed document to the other parties as soon as possible.
13. Binding Effect. This Agreement and all provisions herein shall be
binding on and inure to the benefit and detriment of the parties and their
respective legal representatives, successors and assigns.
14. Entire Agreement; Modification. This written Agreement represents
and contains the entire understanding between the parties hereto in
connection with the subject matter of this Agreement. This Agreement shall
not be altered or varied except in writing duly executed by the parties
hereto affected. There are no other agreements, restrictions, promises,
warranties, covenants, or undertakings, other than those expressly set
forth or referred to herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to the subject matter.
15. Representation. The parties to this Agreement represent that they
have carefully read this Agreement and particularly its provisions that
this is a mutual full and complete release of all claims, that it has been
fully explained to each party by competent counsel of each party's own
independent selection, that each party fully understands its final and
binding effect, that each party needs no further time to consider this
Agreement, that the only promises made to induce each party to sign this
Agreement are those stated hereinabove, and that each party is signing this
Agreement voluntarily and with the full intent that this is a full and
final settlement and mutual release of all claims with covenant of
non-disparagement.
16. Attorneys' Fees. The prevailing party in any proceeding brought to
interpret or enforce the provisions of this Agreement, or for damages for
any alleged breach, shall be entitled to an award of reasonable attorneys'
fees and costs incurred at both the trial and appellate levels incurred in
enforcing its, her or his rights hereunder.
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17. Representation of Authority. Each individual executing this
Agreement on behalf of himself, herself, or limited liability company,
corporation, or other legal entity represents and warrants that he or she
has all requisite right, power, and authority to do so and to bind such
person or entity to each and all of the terms hereof.
18. Headings. The headings and captions of the sections and articles
of this Agreement are inserted for convenience only and shall not
constitute a part hereof.
Dated: November 17, 2001. By/s/Xxxxx Rolling
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Xxxxx Rolling
Dated: November 17, 2001. Make Your Move, Inc.
A Nevada corporation
By/s/Xxxxx X. Rolling
-----------------------
Name Xxxxx X. Rolling
Title President
Dated: November 17, 2001. Allpaq Technologies Corporation
A California corporation
By/s/Xxxx Xxx Ban
------------------------
Name Xxxx Xxx Ban
Title President
Dated: November 17, 2001. By/s/Xxxx Xxx Ban
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Xxxx Xxx Ban
Dated: November 17, 2001. By /s/Xxxxxxx X. Bang
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Xxxxxxx X. Bang
Dated: November 17, 2001. By/s/Xxxxxx Xxx
-------------------------
Xxxxxx Xxx
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