RESCISSION AGREEMENT
Exhibit
99.1
THIS
RESCISSION AGREEMENT (the "Rescission Agreement") is made and entered into
this
16 day of November, 2007, by and between PSPP Holdings, Inc., a Nevada
corporation (hereinafter “PSPP"), and UC HUB Group, Inc. a Nevada corporation
(hereinafter “UCHUB”), and eSafe, Inc., a Nevada corporation (hereinafter
“ESAFE”), hereinafter collectively or individually referred to as the “Parties”
or “Party,” respectively.
Whereas,
the
Parties hereto previously entered into and executed that certain Acquisition
Agreement dated the 10th day of April, 2006 (the "Acquisition Agreement"),
a
copy of which is annexed hereto as Exhibit "A" and by this reference made a
part
hereof; and
Whereas,
UCHUB,
et. al., filed an action in the Unites States District Court, Central District
of California, Western Division, on October 18, 2007 entitled action number
CV07-6776 AHM (SSx) (“The Action”); and
Whereas,
the
Parties hereto now desire to settle their dispute(s) by rescinding the
Acquisition Agreement to the extent that, if at all, the agreement ever had
any
validity, and to revoke the terms and conditions set forth therein and transfer
and return to their prior respective owners all assets and property that may
have been transferred pursuant to the terms of the Acquisition Agreement.
Now,
Therefore,
for and
in consideration of the mutual covenants and promises herein contained and
other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed by and between the Parties as follows:
1. The
Parties to this Rescission Agreement hereby individually and jointly agree
that
the Acquisition Agreement to the extent that, if at all, it ever had any
validity, shall be rescinded and deemed null and void, and that all terms,
conditions, covenants, representations and warranties contained in said
Acquisition Agreement shall terminate immediately and shall be deemed null
and
void and of no further effect whatsoever.
2. UCHUB
agrees that as consideration for the execution of this Rescission Agreement,
it
shall: (a) relinquish and forever waive any ownership claim or right to the
22,890,936 shares of PSPP common stock issued to the shareholders of UCHUB
or
their designees pursuant to the terms of the Acquisition Agreement; and (b)
to
delivered forthwith to PSPP said shares, medallion guaranteed, with a notarized
third party release, and notarized corporate resolution from UCHUB.
3. UCHUB
also agree that as consideration for the execution of this Rescission Agreement,
it shall cause the Xxxxxx Family Partners, LP (“WFP”) to: (a) relinquish and
forever waive any ownership claim or right to the 1,000,000 shares of PSPP’s
series A preferred stock called for to be issued to the WFP or their designees
pursuant to the terms of the Acquisition Agreement; and (b) cause Xxxxxx and
Eilen, the escrow agent to the August 16, 2007 escrow agreement
between the WFP and PSPP, to return the share certificate to Piedmont Properties
(“Piedmont”).
| PSPP |
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| UCHUB | ||
| ESAFE |
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4. PSPP
also
agrees that as consideration for the execution of this Rescission Agreement,
it
shall: (a) relinquish and forever waive any ownership claim or right to the
ESAFE capital stock that was delivered to PSPP as consideration for the issuance
of PSPP preferred and common stock pursuant to the terms of the Acquisition
Agreement; and to delivered forthwith to UCHUB said shares, medallion
guaranteed, with a notarized third party release, and notarized corporate
resolution from PSPP.
5. All
Parties to this Rescission Agreement hereby agree that any and all assets,
property, securities or items of value that may have been assigned or
transferred pursuant to the terms of the Acquisition Agreement are to be,
immediately upon the execution of this Rescission Agreement, transferred and
reconveyed to the respective Parties that assigned and/or transferred such
items
under the terms of the Acquisition Agreement. Notwithstanding the foregoing,
all
assets or ESAFE now existing or contemplated to exist, whether existing at
the
time of the Acquisition Agreement, including but not limited to its bank
account(s), accounts receivable, customers, contracts, agreements, letters
of
intent, shall remain the property of ESAFE.
6. All
Parties to this Rescission Agreement hereby agree and acknowledge that there
have been no new classes of stock authorized by PSPP since the effective date
of
the Acquisition Agreement and that the current number of outstanding shares
of
PSPP’s preferred stock is exactly 1,000,000 shares and that the current number
of outstanding shares of PSPP’s common stock is 64,449,364. Furthermore, PSPP
understands and acknowledges that certain shares were previously issued to
ESAFE
individuals, by XXXX as President of PSPP, and PSPP hereby acknowledges that
these shares will not be cancelled on the books of the corporation and are
free
trading, and unencumbered to the extent that are exempt from registration under
Rule 144 of the Securities and Exchange Commissions Rules and Regulations.
7. All
Parties to this Rescission Agreement hereby agree and acknowledge that no other
debts, except those accounts payable which are in the normal course of business,
have been incurred by on or behalf of PSPP.
8. Immediately
after the execution of this Rescission Agreement, PSPP Board of Directors shall
consist of only the following individuals: Xxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxx
Xxxxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxx.
9. Immediately
after the execution of this Rescission Agreement, PSPP Directors shall consist
of only the following individuals: Xxxx Xxxxxxxx as President and CEO, Xxxxxxx
Xxxxx as Secretary and Treasurer, and Xxxxx Xxxxxxx as Vice President.
10. All
Parties hereto shall bear their respective costs and expenses associated with
all previous agreements, including but not limited to the Acquisition Agreement
and this Rescission Agreement.
| PSPP |
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| UCHUB | ||
| ESAFE |
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11. This
Rescission Agreement shall be binding upon and for the benefit of the Parties
hereto and their respective general and limited partners, corporate parents,
subsidiaries, affiliates, officers and directors, attorneys, agents,
representatives, predecessors in interest, shareholders, successors and assigns.
12. Each
Party hereto warrants that no promise, inducement or agreement not expressed
herein has been made to it in connection with this Rescission Agreement, and
that this Rescission Agreement constitutes the entire agreement between the
Parties herein named. It is expressly understood and agreed that this Rescission
Agreement may not be altered, amended, modified or otherwise changed in any
respect whatsoever except by a writing duly executed by authorized
representatives of all of the Parties to this Rescission Agreement. Each Party
hereto hereby agrees and acknowledges that it will make no claim at any time
or
place that this Rescission Agreement has been orally altered or modified or
otherwise changed by oral communication of any kind or character.
13. Should
any provision of this Rescission Agreement be held invalid or illegal, such
illegality shall not invalidate the whole of this Rescission Agreement, but,
rather, the Rescission Agreement shall be construed as if it did not contain
the
illegal part, and the rights and obligations of the Parties shall be construed
and enforced accordingly.
14. This
Rescission Agreement, its contents, and any dispute arising therefrom, shall
be
construed in accordance with the laws of the State of California as applied
to
transactions taking place wholly in California between California residents.
The
Parties each agree that Los Angeles County, California is the only proper venue
for any judicial, administrative or arbitration proceedings arising out of
or in
connection with this Rescission Agreement, and each Party irrevocably submits
to
the jurisdiction of the state and federal courts of Los Angeles County,
California.
15. Should
any Party to this Rescission Agreement resort to legal proceedings to enforce
this Rescission Agreement, the prevailing Party in such legal proceeding shall
be awarded, in addition to such other relief as may be granted, attorneys'
fees
and costs incurred in connection with such proceeding.
16. This
Agreement sets forth the Parties' mutual rights and obligations with respect
to
this Rescission Agreement. It is intended to be the final, complete, and
exclusive statement of the terms of the Parties' agreement regarding these
subjects. This Rescission Agreement supersedes all other prior and
contemporaneous agreements and statements on these subjects, and it may not
be
contradicted by evidence of any prior or contemporaneous statements or
agreements.
17. Whenever
from the context it appears appropriate, each term stated in either the singular
or the plural shall include the singular and the plural, and pronouns stated
in
the masculine, the feminine or the neuter gender shall include the masculine,
feminine and neuter. The term "person" shall mean any individual, corporation,
partnership, trust or other entity.
| PSPP |
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| UCHUB | ||
| ESAFE |
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18. The
rights and remedies provided by this Rescission Agreement are cumulative, and
the exercise of any right or remedy by a Party hereto, whether pursuant hereto,
to any other agreement, or to law, shall not preclude or waive that Party's
right to exercise any or all other rights and remedies. This Rescission
Agreement will inure to the benefit of the Parties and their successors and
assigns.
19. The
failure of any Party, whether purposeful or otherwise, to exercise in any
instance any right, power or privilege under this Rescission Agreement or under
law shall not constitute a waiver of any other right, power or privilege, nor
of
the same right, power or privilege in any other instance.
20. This
Rescission Agreement may be executed simultaneously in two or more counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument and may be delivered in original or
by
facsimile or similar instantaneous electronic transmission device pursuant
to
which the signature of or on behalf of such part can be seen, and in such case
the facsimile execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any Party hereto, all Parties
agree to deliver an original of this Rescission Agreement as well as any
facsimile, telecopy or other reproduction hereof subsequent to the Effective
Date.
21. Any
notice, request, consent or approval required or permitted to be given under
this Rescission Agreement or pursuant to law shall be sufficient if it is in
writing, and if and when it is hand delivered or sent by certified mail, with
postage prepaid, to the other Party.
22. The
Parties hereto represent and warrant that they have not heretofore assigned
or
transferred, or purported to assign or transfer, to any person, partnership,
firm or corporation whatsoever any claims, debt, liability, demand, obligation,
cost, expense, action or causes of action covered by this Rescission Agreement,
and each Party acknowledges and agrees that this warranty and representation
is
an essential and material term of this Rescission Agreement without which none
of the consideration received in connection herewith would have been made or
delivered. The foregoing warranty and representation shall survive the delivery
of this Rescission Agreement, and each of the Parties hereto shall indemnify
and
hold the others harmless from any claims, demands or actions which have been
assigned or transferred, or purported to have been assigned or transferred,
in
violation of the foregoing representation and warranty.
23. Each
individual signing this Rescission Agreement on behalf of any corporation,
limited liability or entity represents and warrants that he has the right,
power, legal capacity and authority to enter into and perform each of the
obligations specified under this Rescission Agreement, and that no further
approval or consent of any person, board of directors, shareholders or entities
is necessary for them to enter into and perform each of the obligations under
this Rescission Agreement.
24. The
Parties hereto affirmatively represent the fact that they have been represented
herein and throughout by legal counsel of their own choosing. The Parties
further represent that they
have
read this Rescission Agreement, understand the terms used herein, and the
consequences hereof.
| PSPP |
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| UCHUB | ||
| ESAFE |
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25. All
of
the Parties hereto shall fully and timely do all acts and execute, return and
furnish all documents necessary or convenient to effectuate the terms and
provisions of this Rescission Agreement
IN
WITNESS WHEREOF the undersigned have executed this Rescission Agreement to
be
effective as of the date set forth above.
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PSPP
Holdings, Inc.
By:
_____________________
Name:
Xxxx Xxxxxxxx
Title:
Authorized Agent
By:
_____________________
Name:
Xxxxxxx Xxxxx
Title:
Authorized Agent
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eSafe,
Inc.
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UC
HUB Group, Inc.
By:
_____________________
Name:
Xxxxx Xxxxxx
Title:
Authorized Agent
By:
_____________________
Name:
Xxxxx Xxxxxx
Title:
Authorized Agent
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| PSPP |
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| UCHUB | ||
| ESAFE |
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