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RESCISSION AGREEMENT
This
Rescission Agreement (this "Agreement"), is dated this 8th day of
March 2005, is by and among Left Right Marketing Technologies,
Inc., a Delaware corporation ("LRMK"), Richard Michael "Mick" Flail
("Hall") and CrazyGrazer.com, Limited Liability Company, formerly
known as Crazy Grazer, LLC, a Nevada limited liability company
("Crazy Grazer"); collectively referred to herein sometimes as the
"Parties" and individually as the "Party."
RECITALS:
WHEREAS,
on the 31st day of March, 2004, the Parties entered into a merger
agreement, as amended on April 22, 2004 (the "Merger Agreement")
wherein, among other things, LRMK issued Nine Hundred Fifty
Thousand (950,000) shares of LRMK's Series A Convertible Preferred
Stock (the "Preferred Shares"), par value $0.001 per share, to Hall
in exchange for 100% of his membership interest of Crazy Grazer
(the "Membership Interest"); and
WHEREAS,
on April 26, 2004, the Parties dosed the merger (the "Merger") and
exchanged the Preferred Shares and the Membership Interest in
accordance with the terms and conditions of the Merger Agreement;
and
WHEREAS,
the Crazy Grazer business plan, as presented to LRMK's Board of
Directors (the ."LRMK Board"), has not complied with the Parties'
corporate intentions specified in the Merger Agreement; and
WHEREAS," considering Crazy Grazer's liabilities and lack of
assets, the Parties mutually determined that it is in the best
interest of all Parties to rescind the Merger; and
WHEREAS,
the LRMK Board and Hall, as the managing and sole member of Crazy
Grazer, each have determined that this Agreement is fair to their
respective stockholders, members, and Hall as to himself, and is in
the best interests of such stockholders and members and have,
respectively, approved the rescission of the Merger (the
"Rescission") in accordance with the terms and conditions of this
Agreement; and
NOW
THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein
contained, and intending to be legally bound hereby, LRMK, Hall and
Crazy Grazer hereby agree as follows:
1.
The Rescission. At the Effective Time (as defined
below) and upon the terms and subject to the conditions of this
Agreement and .in accordance with the General Limited Liability
Statutes of the State of Nevada (the "NGLL"), and the General
Corporation Law of the State of Delaware (the "DGCL"), LRMK, Hall,
and Crazy Grazer agree to rescind the Merger (the Rescission). The
Parties hereby individually and jointly agree that the Merger
Agreement will be rescinded and deemed null and void, effective
immediately, and that all terms, conditions, covenants,
representations and warranties contained in the Merger Agreement
will terminate immediately and will be deemed null and void and of
no further effect whatsoever. Following the Rescission, LRMK shall
own the Preferred Shares and the Parties shall treat the Merger as
if such Merger had never occurred.
2.
Effective Time. Subject to the terms and
conditions set forth in this Agreement, the Preferred Shares issued
pursuant to the terms and conditions of the Merger shall be
returned by Hall to LRMK, and the Membership Interest issued
pursuant to the terms and conditions of the Merger shall be
returned by LRMK to Hall (the time at which the Rescission becomes
effective shall be referred to herein as the "Effective Time").
3.
Closing of the Rescission. The closing of the
Rescission (the "Closing") shall occur upon the Parties signing
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