|
Exhibit 99.1
RESCISSION AGREEMENT
THIS
RESCISSION AGREEMENT (the "Rescission Agreement") is made and
entered into this 16 day of November, 2007, by and between PSPP
Holdings, Inc., a Nevada corporation (hereinafter “PSPP"),
and UC HUB Group, Inc. a Nevada corporation (hereinafter
“UCHUB”), and eSafe, Inc., a Nevada corporation
(hereinafter “ESAFE”), hereinafter collectively or
individually referred to as the “Parties” or
“Party,” respectively.
Whereas, the Parties hereto previously entered into and
executed that certain Acquisition Agreement dated the 10th day of
April, 2006 (the "Acquisition Agreement"), a copy of which is
annexed hereto as Exhibit "A" and by this reference made a part
hereof; and
Whereas , UCHUB, et. al., filed an action in the Unites
States District Court, Central District of California, Western
Division, on October 18, 2007 entitled action number CV07-6776 AHM
(SSx) (“The Action”); and
Whereas , the Parties hereto now desire to settle their
dispute(s) by rescinding the Acquisition Agreement to the extent
that, if at all, the agreement ever had any validity, and to revoke
the terms and conditions set forth therein and transfer and return
to their prior respective owners all assets and property that may
have been transferred pursuant to the terms of the Acquisition
Agreement.
Now,
Therefore , for and in consideration of the mutual covenants
and promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed by and between the Parties as
follows:
1. The Parties to this Rescission Agreement hereby
individually and jointly agree that the Acquisition Agreement to
the extent that, if at all, it ever had any validity, shall be
rescinded and deemed null and void, and that all terms, conditions,
covenants, representations and warranties contained in said
Acquisition Agreement shall terminate immediately and shall be
deemed null and void and of no further effect whatsoever.
2. UCHUB agrees that as consideration for the execution of
this Rescission Agreement, it shall: (a) relinquish and forever
waive any ownership claim or right to the 22,890,936 shares of PSPP
common stock issued to the shareholders of UCHUB or their designees
pursuant to the terms of the Acquisition Agreement; and (b) to
delivered forthwith to PSPP said shares, medallion guaranteed, with
a notarized third party release, and notarized corporate resolution
from UCHUB.
3. UCHUB also agree that as consideration for the execution of
this Rescission Agreement, it shall cause the Wilcox Family
Partners, LP (“WFP”) to: (a) relinquish and forever
waive any ownership claim or right to the 1,000,000 shares of
PSPP’s series A preferred stock called for to be issued to
the WFP or their designees pursuant to the terms of the Acquisition
Agreement; and (b) cause Lehman and Eilen, the escrow agent to the
August 16, 2007 escrow agreement between the WFP and PSPP, to
return the share certificate to Piedmont Properties
(“Piedmont”).
1
4. PSPP also agrees that as consideration for the
execution of this Rescission Agreement, it shall: (a) relinquish
and forever waive any ownership claim or right to the ESAFE capital
stock that was delivered to PSPP as consideration for the issuance
of PSPP preferred and common stock pursuant to the terms of the
Acquisition Agreement; and to delivered forthwith to UCHUB said
shares, medallion guaranteed, with a notarized third party release,
and notarized corporate resolution from PSPP.
5. All Parties to this Rescission Agreement hereby
agree that any and all assets, property, securities or items of
value that may have been assigned or transferred pursuant to the
terms of the Acquisition Agreement are to be, immediately upon the
execution of this Rescission Agreement, transferred and reconveyed
to the respective Parties that assigned and/or transferred such
items under the terms of the Acquisition Agreement. Notwithstanding
the foregoing, all assets or ESAFE now existing or contemplated to
exist, whether existing at the time of the Acquisition Agreement,
including but not limited to its bank account(s), accounts
receivable, customers, contracts, agreements, letters of intent,
shall remain the property of ESAFE.
6. All Parties to this Rescission Agreement hereby
agree and acknowledge that there have been no new classes of stock
authorized by PSPP since the effective date of the Acquisition
Agreement and that the current number of outstanding shares of
PSPP’s preferred stock is exactly 1,000,000 shares and that
the current number of outstanding shares of PSPP’s common
stock is 64,449,364. Furthermore, PSPP understands and acknowledges
that certain shares were previously issued to ESAFE individuals, by
KYLE as President of PSPP, and PSPP hereby acknowledges that these
shares will not be cancelled on the books of the corporation and
are free trading, and unencumbered to the extent that are exempt
from registration under Rule 144 of the Securities and Exchange
Commissions Rules and Regulations.
7. All Parties to this Rescission Agreement hereby
agree and acknowledge that no other debts, except those accounts
payable which are in the normal course of busines
|
