THIS
RESCISSION AGREEMENT (this “Agreement”) is made
as of August 22, 2008, by and among Remedent, Inc., a Nevada
corporation (the “Company”), the Company’s
wholly-owned subsidiary Remedent N.V., a Belgium corporation
(“Remedent Belgium”), and Glamtech-USA, Inc., a
Delaware corporation (“Glamtech”).
WHEREAS , Remedent Belgium granted Glamtech the exclusive
right to distribute the Company’s veneer products known as
GlamSmile in the United States and Canada pursuant to an Exclusive
Distribution Agreement, dated April 10, 2008, and in the
United Kingdom pursuant to an Exclusive Distribution Agreement,
dated May 15, 2008 (collectively, the “Distribution
Agreements”); and
WHEREAS , the Company, Remedent Belgium and Glamtech desire
to rescind the Distribution Agreements concurrent with the closing
(“Effective Date”) of the Distribution, License and
Manufacturing Agreement, dated August 24, 2008, by and among
the Company, Remedent Belgium and Den-Mat Holdings, LLC (the
“Den-Mat Agreement”) in accordance with the terms and
subject to the conditions set out herein.
NOW, THEREFORE , based on the foregoing premises, and in
consideration of the mutual promises and conditions set forth
herein, the parties agree as follows:
1.
Rescission of the Distribution Agreements . In
consideration of the assumption and repayment by the Company of the
shareholder loan made by Doug Cox to Glamtech in the principal
amount of $1,150,000 (as described in Section 4.1 below) and
the Stock Purchase (as described in Section 4.2 below),
Glamtech, the Company and Remedent Belgium hereby agree, subject to
the provisions of this Agreement, that effective at and as of the
Effective Date, the Distribution Agreements shall be rescinded and
shall be of no further force and effect, including without
limitation, the right to distribute GlamSmile products.
2. No
Obligations . The Company, Remedent Belgium, and Glamtech
hereby acknowledge and agree, subject to the provisions of this
Agreement, that effective at and as of the Effective Date, that
neither the Company, Remedent Belgium nor Glamtech and any other
party related thereto or controlled thereby, wholly or in part,
directly or indirectly, shall have any further obligations to each
other pursuant to or arising directly or indirectly from the
Distribution Agreements or from any other agreement and
understanding whether written or oral relating to the subject
matter thereof.
3.
Mutual Releases . Subject to the satisfaction of each
of the conditions precedent described in Section 4 below, at
the Effective Date:
3.1
Releases by the Company and Remedent Belgium . The
Company and Remedent Belgium, jointly and severally, hereby
releases Glamtech, its agents, attorneys and assigns from all
claims, demands, acts or omissions and any causes of action,
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