Exhibit 10.1
RESCISSION AGREEMENT
This agreement is made and entered into this 6th day of August 2009, by and
between Domark International, Inc., OTCBB DOMK, hereinafter referred to as DOMK,
and R. Xxxxxx Xxxx (Xxxx), an individual.
Whereas, DOMK and Xxxx entered into an Agreement (the Agreement) whereby Xxxx
exchanged 25 million shares of DOMK common stock in exchange for 100 Units of
Victory Lane, LLC owned by DOMK and
Whereas the transaction between DOMK and Xxxx evidenced by the Agreement closed
on July 30, 2009 at Orlando, Florida, and
Whereas, DOMK and Xxxx have determined that it is in the best interest of the
DOMK shareholders that the transaction be rescinded immediately.
Now therefore, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The transaction evidenced by the Agreement is hereby mutually rescinded as of
the date of this agreement and the parties hereto are returned to their
respective pre closing positions.
2. As a result of the rescission, the parties hereto agree to return any and all
consideration paid by each of the parties to the other, including but not
limited to the Xxxx stock certificate for 25 million shares of DOMK common stock
transferred to DOMK by Xxxx, and 100 units of Victory lane, LLC transferred by
DOMK to XXXX.
3. As of the date of this agreement, Victory Lane is a wholly owned subsidiary
of DOMK and Xxxx has no direct ownership interest of any kind in Victory Lane.
4. It is agreed and understood that each of the parties hereto hereby mutually
release each other from claims and actions of any kind or nature relating to the
transaction as evidenced by the agreement.
In witness whereof, the parties hereto have executed this rescission agreement
at Orlando, Florida, the date and time first written above.
(SIGNATURES ON THE NEXT PAGE)
DoMark International, Inc.
/s/ Xxxxxxx Xxxxxxx /s/ R. Xxxxxx Xxxx
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Its authorized member of the Board of Directors R. Xxxxxx Xxxx
Executive Committee
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxx
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Its authorized member of the Board of Directors
Executive Committee
Xxxxx Xxxxx
WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
DOMARK INTERNATIONAL, INC.
THE UNDERSIGNED, being a majority of the members of the Executive Committee
of the Board of Directors of DOMARK INTERNATIONAL, INC., a Nevada corporation
(the "Corporation"), pursuant to the Nevada Revised Statutes, does hereby adopt
the resolutions set forth below and upon execution of this consent (the
"Consent"), the resolutions set forth below shall be deemed to have been adopted
to the same extent and to have the same force and effect as those adopted in a
formal meeting of the Corporation's Board of Directors, duly called and held for
the purpose of acting upon proposals to adopt such resolutions:
WHEREAS, the Board of Directors has determined that it is in the best
interests of the shareholders of the Corporation to accept the resignation of
Xxxxx Xxxxx as Chief Executive Officer and appoint R. Xxxxxx Xxxx as Chief
Executive Officer, President, Principal Financial Officer and Director and
further to appoint Xxxxx Xxxxx as Chief Operating Officer of the corporation,
and
Whereas, the Board of Directors has determined that it is in the best
interest of the shareholders of the corporation to ratify and approve the
rescission of the sale of Victory Lane to R. Xxxxxx Xxxx.
THEREFORE, BE IT RESOLVED, that the Corporation accepts the resignation of
Xxxxx Xxxxx as Chief Executive Officer, appoints R. Xxxxxx Xxxx to the position
of Chief Executive Officer, President, Principal Financial Officer and Director
and affirms the appointment of Xxxxx Xxxxx as Chief Operating Officer of the
Corporation immediately and ratifies and approves the rescission of the sale of
Victory Lane, LLC to Xxxx and;
FURTHER RESOLVED, that the majority of the voting members of the executive
committee of the board of directors of the corporation are authorized to effect
these appointments and the rescission; and
FURTHER RESOLVED, that all prior actions taken by the authorized officers
on behalf of the Corporation, with respect to and which are consistent with the
foregoing resolutions, be, and be they hereby are, ratified, approved and
confirmed in all respects. The actions taken by this written consent shall have
the same force and effect as if taken by the undersigned at a meeting of the
Board of Directors of the Corporation, duly called. This written consent may be
executed in one or more counterparts, each of which shall be deemed to be an
original for all purposes and all of which together shall constitute one and the
same consent. This written consent of the Board of Directors shall be filed
among the minutes of the proceedings of the Board of Directors. This written
consent may be delivered to the Corporation via facsimile.
IN WITNESS WHEREOF, the undersigned being the majority of the members of
the executive committee of the board of directors of the Corporation, have
executed this Written Consent effective as of the 6th day of August, 2009.
DIRECTORS (Members of the Executive Committee):
/s/ Xxxxxxx Xxxxxxx /s/ R. Xxxxxx Xxxx
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Xxxxxxx Xxxxxxx R. Xxxxxx Xxxx (as to the appointment
of Xxxxx Xxxxx only)
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
