RESCISSION AGREEMENT
EXHIBIT
2.3
This
Agreement is made this 29th day of June, 2007, by and among Charms Investments,
Ltd, a Turcs and Caicos entity, and Textechnologies, Inc. a Delaware entity
treaded on the US markets (TXTG.) WHEREAS, on August 25th,
2006,
Textechnologies and Charms entered into an Agreement whereby Textechnologies,
through Charms acquired all of the then outstanding shares of CENTRA BELLA LIMITED
a
company registered under the laws of England and Wales under company number
________, wholly owned by Charms.
WHEREAS,
the parties hereto acknowledge that their expectations never materialized;
and
WHEREAS,
the parties hereto acknowledge that a complete rescission of the transactions,
arrangements and combinations commenced by them which evolved from the
above-referenced agreement is in their respective best interests, and
NOW,
THEREFORE, IT IS AGREED AS FOLLOWS:
1.
Rescission Effective immediately upon the execution of this Agreement, the
aforementioned previous Agreement between the parties shall be deemed fully
rescinded; and the respective benefits, liabilities or obligations imposed
under
or by it shall be cancelled or made void The business operations, and all of
the
tangible and intangible assets of Centra Bella, shall revert to Centra Bella
as
of the date of this Agreement. No member of the either Textechnologies or Charms
shall have any present interest in any of the stock, business operations, or
tangible or intangible assets of Centra Bella, whether presently existing,
previously existing, or hereafter existing; and (ii) be or remain liable for
any
past, present or future debts, liabilities or obligations incurred by Centra
Bella. No member of Centra Bella shall (i) have any present or future interest
in any of the business operations, or tangible or intangible assets of any
member of Charms or Textechnologies, whether presently existing, previously
existing, or hereafter existing; and (ii) be or remain liable for any past,
present or future debts, liabilities or obligations incurred by any member
of
the either entity. Any and all income tax liabilities attributable to any
earnings of Centra Bella shall be paid exclusively by, and be the
sole responsibility of Centra Bella.
2.
Return
of consideration and Repurchase of the Centra Bella Shares.
CLINTON/XXXXX
– WHAT IS TO HAPPEN TO CENTRABELLA FROM HERE ON OUT – ?? ANSWER THIS
& I CAN COMPLETE THE REST OF THIS BELOW.
(a)
Concurrently with the parties' mutual execution and delivery of this Rescission
Agreement, Centra Bella shall deliver to MGM a Promissory Note substantially
in
the form of Exhibit "A" to this Agreement (the "Centra Bella Note"),
obligating the individual members of the Centra Bella Group to pay to
Metro, as consideration for the acquisition by the Centra Bella Group
of fifty (50) shares of the Centra Bella Stock, the sum of Two
Million ($2,000,000) on or before October 31, 1999;
provided, however, that (notwithstanding any cure periods to the
contrary), Centra Bella shall have the option of paying up to One
million Dollars (e) Concurrently with the parties' mutual execution
and delivery of this Rescission Agreement, the Centra Bella Group shall deliver
to Textechnologies ???? 3
MILLION (3,000,000) shares of the common stock of Textechnologies
referred to supra and in the original Stock Purchase Agreement.
3.
Exchange of General Releases. Upon the execution of this Rescission
Agreement, the parties shall exchange general releases (the "General Releases"),
wherein and whereby each member of the Textechnologies shall release each member
of the Charms, and each member Charms shall release each member of
Textechnologies from any and all claims of any nature, whether known or unknown,
whether presently existing or hereafter coming into being, and whether a direct
or third-party claim. The General Releases shall exclude from the terms thereof
any obligations the parties may have to one another arising under this Agreement
or any exhibit annexed hereto.
4.
Notices. All notices necessary or desirable to be given hereunder shall be
deemed sufficient if served personally, or by fax transmission, with a
confirming copy mailed to the parties at their addresses set forth below (or
to
any other such addresses as are hereafter stated in a notice given in compliance
herewith):
If
to any
member of the Centra Bella Group, to each of the following:
5.
Governing Law. This Agreement shall be construed in accordance with the laws
of
the United Kingdom, regardless of any conflict of law considerations. (DO YOU WANT UK LAW??)
2
6.
Confidentiality. Each party to this Agreement shall hold and continue to hold,
indefinitely, any information it has obtained from any other party
["Information"] in strictest confidence and will not disclose same to any person
or entity whatsoever, absent the prior express written instruction of the other
parties. Nor shall any party to this Agreement make any disparaging Remarks
or statements regarding any other party. The party in possession
of Information shall take all necessary steps to ensure that the same is
held in the strictest confidence by itself, its employees, representatives
and
agents, and that no such person makes any disparaging remark about any other
party. Notwithstanding the foregoing, a party in possession of Information
may
provide access thereto, and may make a disparaging remark about another party
(i) to its partners, officers, employees and representatives on, and only on,
a
need to know basis; (ii) to the extent that any party concludes that
it is required under any applicable federal or state securities laws to make
such disclosure or such disparaging remark; (iii) if, and to the extent required
by any other applicable law provided that such party uses reasonable efforts
to
limit the disclosure or disparaging statement by means of a protective order
or
a request for confidential treatment and provides the other party a reasonable
opportunity to review the disclosure or disparaging statement before it is
made
and to interpose its own objection thereto.
Without
limiting the above in any manner, no party to this Agreement shall make any
public or private statement regarding any other party to this Agreement without
first disclosing to the other party the statement that is intended to be made
and the identity of the person or entity to whom it is intended to be made
(and
affording the other party an opportunity to make a counter or responding
statement), except that either party may state, to any person or entity, and
without the prior consent of any other party, the following: "The venture
between Charms and Textechnologies did not work out to the satisfaction of
either party, and each party believed that its business interests would be
better served by progressing independently of each other. As a result, an
amicable separation took place, so that neither party has any farther
ties or obligations to the other for any purpose." Both Charms and
Textechnologies shall consult with each other for the purpose of the drafting
and release of any public notification or governmental filings deemed necessary
or desirable with respect to the rescission undertaken herein.
7.
Cooperation. The parties hereto shall each, promptly upon request, deliver,
or
cause to be promptly delivered to the others, such additional documents,
instruments or writings prepared by the requesting party as may be reasonably
necessary for the purpose of carrying out this Rescission Agreement and/or
to
effect the Rescission and the transactions contemplated by this Agreement.
The
parties shall also cooperate with each other in order to make all necessary
financial disclosure to the SEC and any tax filings with the IRS.
3
8.
Headings, Construction, assignability. The headings contained in this Rescission
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. All words used in this Agreement
will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms; and the words "hereof' and "hereunder"
and
similar references refer to this Agreement in its entirety and not to any
specific paragraph or subparagraph hereof. This Agreement, the Exhibits annexed
hereto, and the benefits accruing to any party hereunder or in any Exhibit
hereto, may be assigned by any party at any time; provided, however, that such
assignment shall not effect or eliminate any liabilities or obligations of
any
party set forth in this Agreement or in any Exhibit annexed hereto, which
liabilities and/or obligations shall remain in
full force and effect notwithstanding any assignment.
9.
Counterparts with Faxes. This Agreement may be executed in one or more
counterpart copies. Each counterpart copy shall constitute an agreement and
all of the counterpart copies shall constitute one fully executed
agreement. This Agreement may be executed on facsimile counterparts. The
signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.
10.
Representation. Each of the parties hereto has had an opportunity to review
this Agreement and the Exhibits annexed hereto with its respective
attorneys. No adverse inference or conclusion shall be drawn with respect to
the
construction of this Agreement or the Exhibits attached hereto based upon
the drafting of the Agreement by one party or another.
11.
Entire Agreement. All prior statements, agreements, representations and
warranties, if any, regarding the subject matter hereof, are totally superceded
by and merged into this Agreement, which represents the final and sole agreement
of the parties with respect to the matters which are the subject hereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above-written.
4
