ContractRescission and Release Agreement • January 16th, 2024 • SMC Entertainment, Inc. • Services-computer processing & data preparation • Nevada
RESCISSION AND RELEASE AGREEMENT This RESCISSION AND RELEASE AGREEMENT (this "Agreement") is made as of December 12,2022 and executed this February 14, 2023, by and between SMC Entertainment, lnc. , a Nevada corporation ( "SMCE" ), and Genesis Financial, Inc., a Wyoming corporation ("GFI") and Timothy Alford, ("Alford') representative of the Sellers set forth on Schedule A attached and made a part of this Agreement (the "Sellers") (hereinafter, SMCE, GFl and Alford are sometimes collectively referred to as the "Parties"), and is made with reference to the following undisputed facts: A. The SMCE, GFl and Alford entered into that certain Stock Purchase Agreement dated December 10, 2021 (the "Stock Purchase Agreement") pursuant to which the SMCE agreed to purchase 95.3% of common shares of the Sellers, in exchange for 4,500,000 shares of SMCE's $10.00 Series B Convertible Preferred Stock (the "Preferred Stacie') B. The Preferred Stock was delivered to GFI via Warwick Kerridge on November
