Exhibit 10.1
MUTUAL RESCISSION AND RELEASE AGREEMENT
This Mutual Rescission and Release Agreement (this "Agreement") is
made
as of July
1, 2008, by and among Total Luxury Group, Inc., an Indiana
corporation ("TLG"),
Accelerant
Partners LLC, a Delaware limited liability
company
("Accelerant"),
and each of the other signatories hereto (TLG,
Accelerant, and each
of the other signatories hereto are collectively referred
to as the "Parties," and each a "Party").
BACKGROUND
This Agreement is made in contemplation of the following facts:
On March 7, 2008, TLG
and Accelerant
entered into a Stock Purchase
Agreement (the
"Common Stock Purchase Agreement"), pursuant to which TLC
purchased from
Accelerant, and
Accelerant sold to
TLG, 38,000,000
shares of
common stock of Petals Decorative Accents, Inc. ("Petals"), for a
purchase price
of (i) nineteen million dollars ($19,000,000), for which Accelerant accepted
a
promissory note
of even value (the "Note"), (ii) eighty-five million
(85,000,000) shares of TLG common stock, $0.001 par value per
share, and (iii) a
warrant to purchase
100,000,000 shares of
TLG common stock. In connection with
the Common Stock Purchase Agreement, TLG and Accelerant also entered
into other
agreements, including,
without limitation, a Security Agreement and a
Pledge
Agreement.
The Parties
acknowledge
that the consummation of the transactions
contemplated by the Common Stock Purchase Agreement was premised
and conditioned
on, among other material matters: the participation of co-investors in the
contemplated transactions and TLG becoming a reporting company
under the federal
securities laws and
being re-listed for quotation on the Over-the-Counter
Bulletin Board by no later than June 1, 2008. Since the foregoing premises and
conditions and other terms and conditions of the Common Stock
Purchase Agreement
have not or cannot be met, or have differed materially from the
representations
made at the time of the Common Stock Purchase Agreement, the Parties have
determined that it is
in their best interest
to formalize
the voiding of the
Common Stock Purchase Agreement by mutually rescinding the Common
Stock Purchase
Agreement, and thereby returning the Parties to their respective
positions prior
to the Exchange, upon
the terms and subject to the conditions hereinafter set
forth. NOW,
THEREFORE,
in consideration of the above
recitals and the mutual
benefits contained herein, the Parties agree as follows:
1. Rescission. The
Common Stock Agreement and all agreements entered
into by and among the Parties in connection therewith (the "Original
Agreements"), are
hereby unconditionally
rescinded ab initio and each of the
Parties to this Agreement and their affiliates will be restored to the
position
it was in immediately
before the Original
Agreements were executed, except as
otherwise provided for herein and for the reasons articulated herein. Without
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limiting the
foregoing, TLG and
Accelerant
represent and warrant that, as a
result of this rescission, no shares of Petals common stock
were transferred to
TLG and no shares of TLG common stock or warrants to purchase shares of TLG
common stock were
transferred to or any
other consideration
delivered to TLG
whether by reason of the Common Stock Purchase Agreement or otherwise.
TLG and
Accelerant agree
that they do not and
shall not claim any
right, title, or
interest in or to Accelerant or TLG, respectively, or their income
or assets.
2. Stock and Warrant Certificates; Promissory Note. The Parties
acknowledge that no
certificates
representing
any interest in Petals and no
certificates
representing any
interest in or notes evidencing any indebtedness
of TLG to be issued or delivered in accordance with the Common Stock Purchase
Agreement have been issued or delivered, or if considered issued or delivered,
are valid or outstanding.
3. No Assignment. Each
of the Parties to this Agreement represents and
warrants that it has
not assigned or
transferred
or purported to assign or
transfer, voluntarily
or involuntarily, or by operation of law, any matters
released pursuant to
this Agreement
or any portion of it,
any interest in the
Original Agreements or
any interest in the shares of the Petals common stock or
shares of the TLG common stock, warrants, or notes. Each of the
Parties further
represents and
warrants that none of
the shares of the Petals common stock or
shares of TLG common stock, warrants, or notes is subject to any lien,
claim,
charge, encumbrance, pledge, security interest or claim of
others.
4. SEC Filings. Upon execution of this Agreement, each of the Parties,
if and as applicable,
shall amend any reports filed by them pursuant to the
Securities Exchange
Act of 1934, as amended, to rescission of the Common
Stock
Purchase Agreement and the voiding of the transactions contemplated
thereby.
5. State Filings. Upon execution of this Agreement, each of the
Parties, if and as applicable, shall file with the applicable
Secretary of State
any documents
necessary to effect
this Agreement
and the rescission of the
Common Stock Purchase Agreement and the voiding of the transactions