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EXHIBIT 6.14
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT (this "Agreement"), dated as of December 31,
1999, is entered into by and between ▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
("Qorus"), and NetDox, Inc., a Delaware corporation ("NetDox").
WHEREAS, Qorus and NetDox entered into that certain ▇▇▇▇ of Sale,
Assignment and Assumption Agreement, dated as of July 15, 1999 (the "Acquisition
Agreement"), by which Qorus acquired from NetDox certain assets listed on Annex
A attached hereto and incorporated herein by this reference (the "Assets") of
NetDox;
WHEREAS, in consideration of the transfer by NetDox to Qorus of the Assets,
(i) Qorus assumed and agreed to pay, honor and discharge when due those
liabilities of NetDox listed on Annex B attached hereto and incorporated herein
by this reference (the "Assumed Liabilities") and (ii) Qorus forgave $2,100,000
of the $2,370,346.24 indebtedness owed to Qorus by NetDox as evidenced by that
certain Promissory Note dated as of March 19, 1999 in the original principal
amount of $3,200,000 (the "Revolving Promissory Note") (The Revolving Promissory
Note was assumed by NetDox pursuant to that certain Assignment and Assumption
Agreement dated as of June 7, 1999 by and between NetDox and ▇▇▇▇▇▇▇▇ Group,
Inc. (the "Assignment of Note"));
WHEREAS, certain of the Assets were sold by Qorus subsequent to July 15,
1999;
WHEREAS, the parties wish to rescind the transactions contemplated by the
Acquisition Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Qorus and NetDox agree to rescind the sale and transfer of the Assets
effected by the Acquisition Agreement. Accordingly, Qorus hereby sells,
transfers, conveys, assigns, and delivers to NetDox, its successors and assigns,
forever, all of its right, title and interest in and to the Assets, save and
except the equipment described in Item 3 of Annex A and more particularly
described on the attachment to Annex A (the "Retained Assets"), free and clear
of any and all liabilities, pledges, mortgages, security interests, liens,
charges, obligations, claims and other encumbrances whatsoever (whether
absolute, accrued, contingent or otherwise). The Retained Assets are excluded
from the rescission and retained by Qorus in consideration of payments made by
Qorus to NetDox in the amount of $350,000. NetDox acknowledges and agrees that
the Retained Assets have been sold by Qorus subsequent to July 15, 1999 and
specifically waives the rights, if any, that NetDox may have to include the
Retained Assets as part of the rescission contemplated by this Rescission
Agreement.
2. From time to time, at the request of NetDox, and without further
consideration, Qorus shall do, execute, acknowledge and deliver, or will cause
to be done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances that may reasonably be
required for the transfer, conveyance, assignment, delivery, assurance and
confirmation to NetDox, or to its successors and assigns of, or for aiding and
assisting in collecting or reducing to possession, any or all of the Assets
other than the Retained Assets.
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3. Qorus hereby transfers and assigns to NetDox, and NetDox hereby assumes
and agrees to pay, honor and discharge, the Assumed Liabilities. NetDox and
Qorus shall execute and deliver any and all documents, agreements, certificates
or other documentation as may be required by the lenders to evidence such
transfer, assignment and assumption. Contemporaneously herewith, NetDox shall
have delivered to Qorus evidence of payment in full of all liabilities and
obligations to, and/or a release from each of, Northern Trust Bank, ▇▇▇▇▇▇▇▇
Interests, LLC, Apex Investment Fund III and Apex Strategic Partners.
4. The forgiveness of $2,100,000 in debt owed to Qorus by NetDox pursuant
to the Revolving Promissory Note as contemplated by Paragraph 4 of the
Acquisition Agreement is hereby rescinded and shall be of no force or effect.
The Amended and Restated Promissory Note dated July 15, 1999 executed by NetDox
and payable to Qorus is hereby canceled and shall be of no further force or
effect. The entire $2,370,346.24 balance outstanding under the Revolving
Promissory Note as of July 15, 1999 is due and payable by NetDox to Qorus in
accordance with the terms of the Revolving Promissory Note. A copy of the
Revolving Promissory Note and the Assignment of Note is attached hereto as Annex
C. Attached hereto as Annex D is a schedule of advances and payments made by or
on behalf of NetDox under the Revolving Promissory Note resulting in a total
outstanding balance under the Revolving Promissory Note as of the date hereof of
$1,488,987. Such outstanding balance shall be due and payable by NetDox to Qorus
pursuant to the terms of the Revolving Promissory Note.
5. NetDox, on behalf of itself and its predecessors, successors and
assigns, hereby releases and forever discharges Qorus and its predecessors,
successors and assigns from any and all claims, demands, suits, causes of
action, obligations, contracts, agreements, debts and liabilities whatsoever,
whether known or unknown, suspected or unsuspected, both at law and in equity,
which NetDox now has, has ever had or may hereafter have against Qorus arising
contemporaneously with or prior to the date hereof, or on account of or arising
out of any matter, cause or event occurring contemporaneously with or prior to
the date hereof. Qorus, on behalf of itself and its predecessors, successors and
assigns, hereby releases and forever discharges NetDox and its predecessors,
successors and assigns from any and all claims, demands, suits, causes of
action, obligations, contracts, agreements, debts and liabilities whatsoever,
whether known or unknown, suspected or unsuspected, both at law and in equity,
which Qorus now has, has ever had or may hereafter have against NetDox arising
contemporaneously with or prior to the date hereof, or on account of or arising
out of any matter, cause or event occurring contemporaneously with or prior to
the date hereof. Provided, however, that nothing contained in this paragraph 6
shall operate to release any obligations of NetDox arising under the Revolving
Promissory Note.
6. The obligations of NetDox to Qorus pursuant to this Rescission Agreement
have been guaranteed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Waveland, LLC. Upon the payment in
full and satisfaction of all liabilities and obligations owed to Qorus by
NetDox, neither of ▇▇▇▇▇▇▇ ▇▇▇▇▇ or Waveland, LLC shall have any further
obligation to Qorus under the terms of this Rescission Agreement. Each of Qorus
and NetDox, on behalf of itself and its predecessors, successors and assigns,
hereby releases and forever discharges each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Waveland, LLC,
and each of his or its predecessors, successors and assigns, from any and all
claims, demands, suits, causes of action, obligations, contracts, agreements,
debts and liabilities whatsoever, whether known or unknown, suspected or
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unsuspected, both at law and in equity, which either NetDox or Qorus now has,
has ever had or may hereafter have against ▇▇▇▇▇▇▇ ▇▇▇▇▇ or Waveland, LLC
arising contemporaneously with or prior to the date hereof, or on account of or
arising out of any matter, cause or event occurring contemporaneously with or
prior to the date hereof. Each of Qorus and NetDox, jointly and severally, shall
indemnify and hold harmless each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Waveland, LLC for any and
all damages, costs, fees or expenses arising out of or incurred in connection
with any matter, cause or event occurring contemporaneously with or prior to the
date hereof.
7. This Agreement may not be changed, modified, discharged or terminated
orally or in any manner, other than by an agreement in writing signed by the
parties hereto or their respective successors and assigns.
8. If any provision of this Agreement is invalid, illegal or unenforceable,
such provision shall be ineffective to the extent, but only to the extent of,
such invalidity, illegality or unenforceability, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
9. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. This Agreement
shall be governed by and construed in accordance with the internal substantive
laws of the State of Delaware without giving effect to conflict of laws
principles thereof, except if it is necessary in any other jurisdiction to have
the law of such other jurisdiction govern this Agreement with respect to such
matter.
10. This Agreement may be executed in several counterparts, each of which
shall be deemed an original and all of which shall together constitute one and
the same instruments. Signatures to this Agreement may be transmitted by
facsimile and to the extent so transmitted shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
▇▇▇▇▇.▇▇▇, INC.,
a Delaware corporation
By:
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▇▇▇▇▇▇▇ ▇▇▇▇
Chief Executive Officer
NETDOX, INC.,
a Delaware corporation
By:
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▇▇▇▇ ▇▇▇▇▇▇
President
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ANNEX A
Assets
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ANNEX B
Assumed Liabilities
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ANNEX C
Revolving Promissory Note and Assignment of Note
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ANNEX D
Schedule of Advances and Payments