RESCISSION AGREEMENT
Rescinding Asset Purchase Agreement
Of August 14, 2007
Between
Latin Television, Inc.
and
THE League Publishing Inc.,
THIS RESCISSION
AGREEMENT ("Agreement"), dated November 15, 2007,
between THE League Publishing, Inc .
(“THE League”), a Nevada corporation, and
Latin Television, Inc.
(“LTV”)(formally Stratus Entertainment, Inc.), a
Nevada corporation, is made with reference to the following
provisions, and shall be effective upon
execution.
RECITALS
WHEREAS, THE League and
LTV entered into an Asset Purchase Agreement (“Purchase
Agreement”) on August 14, 2007, whereby THE League
transferred all of its rights, title and interest of its
Studio Assets, Television Rights Assets and Intellectual
Property Assets (collectively “the assets”) to
LTV in exchange for 1,500,000 shares of restricted common
stock of LTV. See Exhibit A.
WHEREAS, the terms of the
Purchase Agreement required THE League to provide to LTV an
audit of the acquired Assets. Despite substantial
effort, THE League has been unable to provide an audit
acceptable to LTV.
WHEREAS, LTV and THE
League agree to rescind the Purchase Agreement pursuant to
Section 16 of such agreement. LTV and THE League
agree that all documents executed in reliance of the Purchase
Agreement shall be considered null and void. Additionally,
all stock issued pursuant to, or in reliance of, the Purchase
Agreement shall be returned to its original stockholders or
their assigns.
WHEREAS, LTV and THE
League recognize that both parties have worked together in
good faith in regard to the Purchase Agreement and agree to
hold each other harmless for the failure of its
execution.
WHEREAS, LTV and THE
League recognize the value of the others respective
contribution and both desire to continue negotiations and
efforts to reorganize the transaction in a more effective
structure.
AGREEMENT
NOW,
THEREFORE , in consideration of the mutual
agreements, warranties and representations contained in this
agreement, the parties hereby agree as follows:
INCORPORATION OF RECITALS. The recitals and
prefatory phrases and paragraphs set forth above are hereby
incorporated in full and made part of this Agreement.
RECISSION: The Asset Purchase Agreement of August 14, 2007
shall be rescinded, unwound and void ab initio. All
rights, title and interest of the assets transferred pursuant to
that agr
