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EXHIBIT 10.35
RESCISSION AGREEMENT
THIS
RESCISSION AGREEMENT ("Agreement"), dated as of August 5, 2005
(the
"Effective Date") is by and between Ronald A. Hirsch ("Mr.
Hirsch"), and Nord
Resources Corporation, a California corporation ("NRC")
(collectively, the
"Parties").
WITNESSETH
WHEREAS, on October 20, 2003, NRC granted to Mr. Hirsch a stock
option (the
"Stock Option") to purchase three million (3,000,000) shares of NRC
common stock
at two cents ($0.02) per share; and
WHEREAS, on June 29, 2004, Mr. Hirsch partially exercised the Stock
Option
to receive one million seven hundred fifty thousand (1,750,000)
shares of NRC
common stock (the "Option Shares") at an exercise price of two
cents ($0.02) per
share (the "Option Exercise") by paying NRC Thirty-Five Thousand
Dollars
($35,000) (the "Exercise Price");
WHEREAS, on April 4, 2005, the Parties made an oral agreement to
rescind
the Option Exercise;
WHEREAS, this Agreement is intended to memorialize the Parties'
oral
agreement on April 4, 2005, to rescind the Option Exercise; and
WHEREAS, the Parties agree to rescind the Option Exercise upon the
terms
and conditions set forth herein.
NOW
THEREFORE, in consideration of the promises and respective
mutual
agreements herein contained, it is agreed by and between the
Parties hereto as
follows:
ARTICLE 1
RESCISSION OF OPTION EXERCISE
1.1
Rescission of Option Exercise. Upon execution of this
Agreement,
subject to the terms and conditions herein set forth, and on the
basis of the
representations, warranties and agreements herein contained, the
Parties agree
the Option Exercise is rescinded, effective June 29, 2004.
1.2
Cancellation of the Shares. The Parties agree that Mr. Hirsch has
no
right or title to the Option Shares and that the Option Shares
shall be
cancelled on the books and records of NRC. Mr. Hirsch agrees to
deliver the
share certificate representing the Option Shares to NRC by July 20,
2005 for
cancellation.
1.3
Refund of Exercise Fund. NRC agrees to refund to Mr. Hirsch the
Exercise Price plus interest, calculated at the rate of 10% per
annum commencing
on June 29, 2004; by executing a
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convertible note (the "Note")in the amount of $35,000 in favor of
Mr. Hirsch in
the form of Exhibit A, attached hereto, dated to be effective June
29, 2004.
1.4
Effect on Stock Option. In rescinding the Option Exercise, the
Parties
agree that the Stock Option shall continue in full force and
effect, pursuant to
its terms, just as though the Option Exercise never occurred.
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF NRC AND MR. HIRSCH
2.1
NRC hereby represents and warrants that:
(a) The Note has been duly authorized by the appropriate
corporate
action of NRC.
(b) NRC shall transfer title, in and to the Note to Mr. Hirsch
free
and clear of all liens, security interests, pledges, encumbrances,
charges,
restrictions, demands and claims, of any kind and nature
whatsoever, whether
direct or indirect or contingent.
(c) As soon as practicable after the Effective Date, NRC shall
deliver
to Mr. Hirsch the executed Note subject to no liens, security
interests,
pledges, encumbrances, charges, restrictions, demands or claims in
any other
party whatsoever, except as set forth in the legend on the
certificate, which
legend shall provide substantially as follows:
THE
SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT
BE
SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF
COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
(d) Mr. Hirsch acknowledges that the Note (and any shares of
common
stock received pursuant to the Note (the "Conversion Shares"),
unless such
shares are registered for sale with the SEC), will initially be
"restricted
securities" (as such term is defined in Rule 144 promulgated under
the
Securities Act of 1933, as amended ("Rule 144"), that the Note will
include the
foregoing restrictive legend, and, except as otherwise set forth in
this
Agreement, that the Note cannot be sold unless registered with the
United States
Securities and Exchange Commission ("SEC") and qualified by
appropriate state
securities regulators, or unless Mr. Hirsch obtains written consent
from NRC and
otherwise complies with an exemption from such registration and
qualification
(including, without limitation, compliance with Rule 144).
(e) The Company is obligated to register the Conversion Shares in
any
registration statement filed by the Company with the Securities and
Exchange
Commission after the Effectiv
