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Exhibit 99.1
RESCISSION AGREEMENT
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that, if at all, it ever had any validity, shall be rescinded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 Wilcox 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 Lehman 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”).
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 KYLE 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:
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