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Exhibit 10.9
This
RESCISSION AGREEMENT (this “Agreement”) is dated as of
November 5, 2007, by and among Material Technologies, Inc., a
Delaware corporation (“Matech”) and Rocket City
Automotive Group, Inc. a Nevada corporation (“Rocket
City”).
WHEREAS,
Matech and Rocket City have previously entered into that certain
Stock Exchange Agreement, dated as of April 27, 2007 (the
“Stock Exchange Agreement”) pursuant to which the
parties exchanged Four Million Shares (4,000,000) of Rocket City
common stock (the “Rocket City Shares”) for Ten Million
Shares (10,000,000) of Matech common stock (the “Matech
Shares”);
WHEREAS,
the parties hereto each desire to terminate all agreements,
contracts, understandings, obligations and liabilities between
them, and rescind the Stock Exchange Agreement, pursuant to this
Agreement.
NOW,
THEREFORE, IT IS AGREED:
-
- Termination of Agreements . All Agreements between
Matech and Rocket City are hereby terminated. The Stock
Exchange Agreement is hereby rescinded. Rocket City has
failed to receive its allotted shares from Matech as of the date of
this Agreement. Matech shall return and deliver the Rocket
City Shares to Rocket City within five business days.
- Cancellation of Stock . Upon execution of this
Agreement, the parties shall have the right to immediately place
stop transfer instructions with their respective transfer agent,
pending cancellation of the shares as appropriate.
- Governing Law; Jurisdiction . The interpretation
and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of California
applicable to contracts made and to be perform
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