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.
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
(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.
(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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