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MUTUAL RESCISSION AND RELEASE AGREEMENT

Release Agreement

MUTUAL RESCISSION AND RELEASE AGREEMENT | Document Parties: EDULINK INC | Mega Media Group, Inc You are currently viewing:
This Release Agreement involves

EDULINK INC | Mega Media Group, Inc

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Title: MUTUAL RESCISSION AND RELEASE AGREEMENT
Governing Law: New York     Date: 3/15/2007

MUTUAL RESCISSION AND RELEASE AGREEMENT, Parties: edulink inc , mega media group  inc
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MUTUAL RESCISSION AND RELEASE AGREEMENT

 

THIS MUTUAL RESCISSION AND RELEASE AGREEMENT (the “Rescission Agreement”) , is made and entered into March 12, 2007, by and among Edulink, Inc., a Nevada corporation with its principal place of business located at 201 Wilshire Blvd, Santa Monica, California 90401 (“Edulink"); a majority of Edulink shareholders listed on Schedule A attached hereto and made a part hereof (the “Edulink Shareholders”); Mega Media Group, Inc., a New York Corporation with its principal place of business located at 598 Broadway, 3 rd Floor, New York, NY 10012 ("Mega Media”) and the Mega Media shareholders listed on Schedule B attached hereto and made a part hereof (“MM Shareholders”) (collectively, Mega Media and the MM Shareholders shall be known as the “MM Group”).

 

Premises

 

A.    Pursuant to that certain Stock Purchase Agreement and Share Exchange by and among Edulink and the MM Group dated August 10, 2006 (the "Exchange Agreement"), which closed on August 11, 2006 (the “Effective Time”), Edulink acquired all of the outstanding common stock of Mega Media and Mega Media became a wholly-owned subsidiary of Edulink (the “Reverse Merger”). No shares of Edulink were issued to the MM Group.

 

B.    Notwithstanding anything to the contrary contained in the Exchange Agreement, this Rescission Agreement shall constitute an amendment to the Exchange Agreement. Any capitalized term used herein and not defined herein shall have the same meaning ascribed to such term in the Exchange Agreement.

 

C.    Contemporaneously with the execution of the Exchange Agreement, certain Edulink shareholders listed on Schedule B attached hereto and made a part hereof delivered to the MM Group duly executed irrevocable proxies.

 

D.    On or about August 28, 2006 (the “Suspension Date”), the Securities and Exchange Commission (SEC) suspended trading of Edulink's common stock because Edulink was delinquent in filing its 1934 Exchange Act filings for several years prior to the Reverse Merger (the “Trading Suspension”). After the Suspension Date, Edulink's prior management disclosed for the first time to Mega Media and Edulink's new executive officers and directors that there was an outstanding comment letter from the SEC issued prior to the Merger that warned of probable suspension of trading. As a consequence of the Trading Suspension and draining much of its resources to bring all of Edulink’s filings current, Mega Media has not been able to carry out its business plan and cannot effectively do so while Edulink still allocates its personnel and financial resources to matters relating to ongoing filings required by the SEC.

 

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E.    The Board of Directors of each of Edulink and Mega Media have each mutually agreed to and determined that is fair to and in the best interests of their respective corporations and shareholders to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in this Rescission Agreement.

 

F.    A majority of each of the Edulink shareholders and MM Shareholders has approved by written consent this Rescission Agreement and the transactions contemplated and described hereby and thereby, including without limitation to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in this Rescission Agreement.

 

G.    Effective ab initio , and subject to the terms set forth herein, each of Edulink, Edulink Shareholders, Mega Media and the MM Shareholders mutually agree to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby, upon the terms and subject to the conditions set forth in this Rescission Agreement.

 

Agreement

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to avoid the cost of litigation among the parties, the parties hereby acknowledge that there are certain breaches of warranties and representations of the Exchange Agreement as set forth in Paragraph D above, and agree as follows:

 

1.    Rescission . Effective ab initio , the Exchange Agreement, in its entirety, is hereby unequivocally rescinded, abrogated, cancelled, void in its inception and of no force or effect whatsoever, and the parties shall be returned to their positions prior to the Exchange Agreement and Reverse Merger. Upon completion of the deliveries set forth in Section 2 below, the obligations of all parties shall be terminated and the Reverse Merger and the transactions contemplated thereby unwound and voided as if the Exchange Agreement was never entered into and the Reverse Merger never occurred. All agreements entered into as contemplated by the Exchange Agreement, including but not limited to the Edulink Shareholder’s Irrevocable Proxy’s, are terminated effective ab initio .

 

2.    Deliveries . Within five (5) business days of the execution of this Rescission Agreement, the following shall occur:

 

(a)   Edulink shall deliver to Mega Media all of the outstanding common stock of Mega Media (the "MM Shares"), which was issued under the Exchange Agreement, thereby separating Mega Media from Edulink; and

 

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(b)   Mega Media shall deliver to Edulink resignations from the Edulink officers and directors appointed in the Exchange Agreement.

 

3.    Termination of Liability . Neither party shall have any liability or obligation whatsoever to the other party under the Exchange Agreement, Reverse Merger and the transactions contemplated thereby.

 

4.    Release .

 

(a)   Edulink, its subsidiaries, successors, assigns, divisions, affiliates and past and present officers, directors, employees and agents, hereby release, remise and discharge MM Group, all corporations or other entities owned or controlled by MM Group or in which MM Group have an interest, and MM Group’s past and present officers, directors, employees, agents, attorneys, accountants, representatives, successors and assigns (collectively the "MM Group Releasees”) from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever, which Edulink and the other parties noted above now have, own or hold, or have at any time heretofore had, owned or held, or may at any time hereafter have, own or hold against the MM Group Releasees by reason of any fact, matter, cause or thing whatsoever arising from or in connection with the Agreement, matters related thereto, and the operations of Edulink (i) from the beginning of the world until the Closing Date, and (ii) from the date hereof and continuing in perpetuity (and specifically excluding the period from August 11, 2006 through the date of this agreement).

 

(b) MM Group, its subsidiaries, successors,


 
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