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MUTUAL RESCISSION AND RELEASE AGREEMENT

Termination Agreement

MUTUAL RESCISSION AND RELEASE AGREEMENT | Document Parties: TOTAL LUXURY GROUP INC | Accelerant Partners LLC | Petals Decorative Accents, Inc You are currently viewing:
This Termination Agreement involves

TOTAL LUXURY GROUP INC | Accelerant Partners LLC | Petals Decorative Accents, Inc

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Title: MUTUAL RESCISSION AND RELEASE AGREEMENT
Governing Law: New York     Date: 7/8/2008

MUTUAL RESCISSION AND RELEASE AGREEMENT, Parties: total luxury group inc , accelerant partners llc , petals decorative accents  inc
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                                                                    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



                                      
<PAGE>

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  


 
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