EXHIBIT 2.7 RESCISSION AGREEMENT
Rescission Agreement
This Rescission Agreement (the "Agreement") is made and entered into by
and among American Internet Technical Centers, Inc., a Nevada corporation
originally organized as Ascot Industries, Inc. ("American Internet Nevada");
American Internet Technical Center, Inc., a Florida corporation (American
Internet Florida"); ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., a Florida resident also sometimes
known as "▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" ("▇▇. ▇▇▇▇▇▇▇▇"); ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, an
attorney residing in the State of Florida ("▇▇. ▇▇▇▇▇▇▇▇"); Mintmire &
Associates, an entity engaged in the practice of law in the State of Florida
controlled by ▇▇. ▇▇▇▇▇▇▇▇ ("Mintmire & Associates"); J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, a
Florida resident ("▇▇. ▇▇▇▇▇▇▇"); and, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Florida resident
("▇▇. ▇▇▇▇▇;" ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ being collectively hereinafter referred
to as the "Original American Internet Florida Stockholders"; ▇▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇ and Mintmire & Associates (being hereinafter collectively referred to
as the "Original Ascot Group"), the Original Ascot Group, American Internet
Nevada, American Internet Florida and the Original American Internet Florida
Stockholders being sometimes hereinafter collectively referred to as the
"Parties" and each being sometimes hereinafter generically referred to as a
"Party").
Preamble:
WHEREAS, American Internet Nevada, American Internet Florida and the
Original American Internet Florida Stockholders have entered into and closed
upon a reorganization agreement (the "Reorganization Agreement") with Equity
Growth Systems, inc., a publicly held Delaware corporation with a class of
securities registered under Section 12(g) of the Securities Exchange Act of
1934, as amended ("Equity Growth" and the "Exchange Act," respectively), a copy
of which (without exhibits) is annexed hereto and made a part hereof as exhibit
0.1, as a result of which Equity Growth has acquired 90% of the capital stock of
American Internet Nevada, with the unilateral right under Section 4.9 of the
Reorganization Agreement to change the transaction to an acquisition of 100% of
the capital stock of American Internet Florida and all the assets of American
Internet Nevada; and
WHEREAS, Equity Growth has elected its rights under Section 4.9 of the
Reorganization Agreement, and requires that the Original American Internet
Florida Stockholders, American Internet Nevada and American Internet Florida
facilitate such election by entry into this Agreement; and
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WHEREAS, the Original American Internet Florida Stockholders, the
Original Ascot Group, American Internet Florida and American Internet Florida
desire rescind the agreement between Ascot Industries, Inc. ("Ascot," the former
name of American Internet Nevada) and the Original American Internet Florida
Stockholders, a copy of which is annexed hereto and made a part hereof as
exhibit 0.2 (the "Stock Exchange Agreement"), subject only to payment of
$2,581.86 by American Internet Florida to Mintmire & Associates for legal
services related to the Stock Exchange Agreement:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
Witnesseth:
Article One
Rescission Provisions
1.1 Recitation of Applicable facts and Conclusions
(D) Annexed hereto and made a part hereof as exhibit 1.1(a) is the
statement of fees due from American Internet Nevada to Mintmire &
Associates, which American Internet Florida hereby agrees to assume and
pay immediately following execution of this Agreement.
(E) The Parties hereby acknowledge that there were material
misunderstandings concerning the Exchange Agreement which have led them
to elect to rescind it, but that this Agreement does not constitute an
admission by any Party concerning the conclusions of any other Party or
Parties as to the reasons for such misunderstandings.
1.2 No Admission of Liability
Without limiting the generality of the foregoing, no Party to this
Agreement admits any of the claims, allegations or conclusions of any other
Party in conjunction with the Exchange Agreement or any transactions by any
other Party involving Ascot.
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1.3 Effectuating Actions by Ascot, the Original Ascot Group and American
Internet Nevada Ascot, the Original Ascot Group and American Internet Nevada
hereby:
(A) Irrevocably consent to the rescission of the Stock Exchange Agreement,
ab initio.
(B) Relinquish all rights to the name American Internet Technical Centers,
hereby assign it to American Internet Florida, and agree to immediately
change American Internet Nevada's name back to Ascot Industries, Inc.,
by repealing its recent change of name amendment;
(C) Hereby transfer and assign all of its right, title and interest to any
and all of Ascot's or American Internet Nevada's assets, wherever
located, whether tangible or intangible, current or inchoate, to
American Internet Florida;
(D) Waive the arbitration rights reflected in the Exchange Agreement;
(E) Recognize ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇") and ▇▇. ▇▇▇▇ ▇. Walk ("Mr.
Walk"), as holders of 30,000 shares of American Internet Nevada's
common stock each (60,000 shares in the aggregate), received as
compensation for their introduction of the Original American Internet
Florida Stockholders to the Original Ascot Group;
(F) If they so elect, recognize ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇. ▇▇▇▇▇ ▇▇▇▇, his
wife , both residents of the State of New Jersey ("Mr. & ▇▇▇. ▇▇▇▇"),
as holders of 10,000 shares of American Internet Nevada's common stock
and warrants to purchase an additional 10,000 shares of American
Internet Nevada's common stock at $0.50 per share, in consideration of
their payment of $10,000 therefor;
(G) If she so elects, recognize ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, a resident of the State of
Florida, as the holder of 8,000 shares of American Internet Nevada's
common stock and warrants to purchase an additional 10,000 shares of
American Internet Nevada's common stock at $0.50 per share, in
consideration of her payment of $8,000 therefor;
(H) Agree to immediately notify all Ascot and American Internet Nevada
stockholders other than the Original American Internet Florida
Stockholders of the foregoing.
(I) Agree to return to American Internet Florida all American Internet
Florida documents, agreements, stock certificates, (including but not
limited to original stock certificates in the names of ▇▇. ▇▇▇▇▇▇▇ or
▇▇. ▇▇▇▇▇,) stock powers, stock ledgers, including but not limited to
all such items in the possession of Mintmire & Associates.
1.4 Effectuating Actions by the Original American Internet Florida
Stockholders & American Internet Florida
The Original American Internet Florida Stockholders and American Internet
Florida hereby:
(A) Irrevocably consent to the rescission of the Stock Exchange Agreement,
ab initio.
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(B) Relinquish all rights to the name Ascot Industries, Inc., and hereby
assign it to the Original Ascot Group, and agree to immediately change
American Internet Nevada's name back to Ascot Industries, Inc., by
repealing its recent change of name amendment;
(C) Waive the arbitration rights reflected in the Exchange Agreement;
(D) Agree, immediately after receipt of a completely executed copy of this
Agreement, tender to Mintmire & Associates an American Internet Florida
check in the amount of $2,852.86.
1.5 Special Covenants of the Parties
Each of the Parties, as a material inducement to entry into this
Agreement by all of the other Parties, hereby covenants and agrees, as follows:
(A) Each of the Parties, on its own behalf and on behalf of his, her or its
family and affiliates, hereby relinquish all rights, whether accrued or
inchoate, under any instruments, indentures, charters, agreements,
understandings, commitments, promises or any other basis between him,
her, her or its family or his, her or its affiliates and all the other
Parties and their affiliates, other than those created by this
Agreement.
(B) Each of the Parties hereby irrevocably covenants and agrees that he,
she or its will maintain all information heretofore shared with him,
her or its by any other Party, or any other Party's members, officers,
directors, stockholders, employees, agent or affiliates, whether
related to the business of any of the Parties or to other business or
financial matters or to personal matters, totally confidential and
shall not disclose any such information to any other person or entity,
for any reason whatsoever, unless compelled to do so under process of
law.
(C) Each of the Parties hereby irrevocably covenants and agrees that he,
she or it will refrain from making any disparaging remarks, directly or
indirectly, specifically, through innuendo or by inference, whether or
not true, about any other Party, or any other Party's members,
officers, directors, stockholders, employees, agent or affiliates,
whether related to the business of the Parties, to other business or
financial matters or to personal matters.
(D) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, the Parties
hereby each release, discharge and forgive each other Party, and his,
her or its affiliates, members, officers, directors, partners, agents
and employees from any and all liabilities, whether current or
inchoate, from the beginning of time until the date of this Agreement.
(E) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including
legal or other expenses incidental thereto), contingent, current, or
inchoate to which they or any one of them may become subject as a
direct, indirect or incidental consequence of any action by the
indemnifying Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this
Agreement or otherwise; provided that, such claims are asserted by
third parties unrelated to the Parties.
(F) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party shall be
entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
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Article Two
Reorganization Agreement Ratification
(A) Except as modified by Equity Growth Systems, inc., a publicly held
Delaware corporation with a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
("Equity Growth" and the "Exchange Act," respectively) through
exercise of its rights under Section 4.9 of the reorganization
agreement entered into by Equity Growth, American Internet Florida,
American Internet Nevada and the Original American Internet Florida
Stockholders on or about June 25, 1999 (the "Reorganization
Agreement"), and as a result of the rescission of the Exchange
Agreement, nothing in this Agreement shall be interpreted as
detrimentally affecting the rights of Equity Growth, American Internet
Florida or Messrs. ▇▇▇▇▇▇▇ or ▇▇▇▇▇ under the Reorganization
Agreement, including the rights to receipt of deferred contingent
shares of Equity Growth's common stock, and to Equity Growth's full
ownership of all of the capital stock of American Internet Florida and
American Internet Florida's ownership of all assets formerly belonging
to American Internet Nevada.
(B) American Internet Florida hereby agrees that if they so elect, to
treat ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ and his wife ▇▇▇▇▇ ▇▇▇▇, both residents of the
State of New Jersey ("Mr. & ▇▇▇. ▇▇▇▇"), and ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, a
resident of the State of Florida (▇▇. ▇▇▇▇▇▇▇"), as stockholders of
American Internet Florida entitled to receive common stock in Equity
Growth, at their option, in lieu of common stock in American Internet
Florida or American Internet Nevada, as if they were parties to the
Reorganization Agreement who held 10/10,178ths (Mr. & ▇▇▇. ▇▇▇▇) and
8/10,178ths (▇▇. ▇▇▇▇▇▇▇), of the common stock in American Internet
Florida prior to the closing on the Reorganization Agreement.
(C) Equity Growth shall be deemed a third party beneficiary of this
Agreement for all purposes and shall be copied in all notices to
Parties or other required by this Agreement, as if it were directly a
Party hereto; however, no Party herein shall be deemed in privity of
contract with Equity Growth for purposes of enforcing any rights
against it not otherwise enforceable solely pursuant to the provisions
of the Reorganization Agreement.
Article Three
American Internet Nevada
Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇, currently the only executive officers and
the only members of the Board of Directors of American Internet Nevada (the
"Directors") and the holders of 10,100,000 shares of the common stock of
American Internet Nevada, being in excess of 80% of its outstanding common
stock; and, ▇▇. ▇▇▇▇▇▇▇▇, formerly the sole executive officer and the only
member of the Board of Directors of Ascot and then American Internet Nevada, and
with ▇▇. ▇▇▇▇▇▇▇▇, the holders, on their own behalf and as the trustee or agent
for a number of other persons of a majority of the common stock of American
Internet Nevada and Ascot, prior to the Exchange Agreement, in their respective
roles as
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directors and stockholders, by execution of this Agreement hereby convene a
special meeting of the Board of Directors and of the stockholders of American
Internet Nevada, waiving notice thereof, and hereby adopt the following
resolution:
RESOLVED, that pursuant to authority granted under Sections 78.315 and
78.320 of the Nevada general Corporation Law and as permitted by its constituent
documents, this Corporation hereby adopts ratifies and confirms the rescission
agreement between American Internet Technical Centers, Inc., a Nevada
corporation originally organized as Ascot Industries, Inc. ("American Internet
Nevada"); American Internet Technical Center, Inc., a Florida corporation
(American Internet Florida"); ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., a Florida resident also
sometimes known as "▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" ("▇▇. ▇▇▇▇▇▇▇▇"); ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Esquire, an attorney residing in the State of Florida ("▇▇. ▇▇▇▇▇▇▇▇"); Mintmire
& Associates, an entity engaged in the practice of law in the State of Florida
controlled by ▇▇. ▇▇▇▇▇▇▇▇ ("Mintmire & Associates"); J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, a
Florida resident ("▇▇. ▇▇▇▇▇▇▇"); and, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Florida resident
("▇▇. ▇▇▇▇▇;" ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ being collectively hereinafter referred
to as the "Original American Internet Florida Stockholders"; ▇▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇ and Mintmire & Associates (being hereinafter collectively referred to
as the "Original Ascot Group"), the Original Ascot Group, American Internet
Nevada, American Internet Florida and the Original American Internet Florida
Stockholders being sometimes hereinafter collectively referred to as the
"Parties" and each being sometimes hereinafter generically referred to as a
"Party"); concurrently with the promulgations of this resolution by written
consent in lieu of special meeting of the Corporation's Board of Directors and
in lieu of special meeting of the Corporation's stockholders (the "Rescission
Agreement" and this "Instrument," respectively); and be it FURTHER
RESOLVED, that ▇▇. ▇▇▇▇▇▇▇▇ be, and he is hereby, elected to this
Corporation's Board of Directors, effective immediately ; and be it FURTHER
RESOLVED, that pursuant to its obligations under the Rescission
Agreement, this Corporation hereby repeals the amendment to its certificate of
incorporation changing its name from "Ascot Industries, Inc." to "American
Internet technical Centers, Inc." originally adopted and implemented on or about
February 28, 1999, as a result of which its name shall again be "Ascot
Industries, Inc." and that ▇▇. ▇▇▇▇▇▇▇ is hereby appointed as the president of
this Corporation and ▇▇. ▇▇▇▇▇ is hereby appointed the secretary of this
Corporation for the purpose of executing all documents, certificates,
resolutions or other instruments required to effect the foregoing on behalf of
this Corporation; and be it FURTHER
RESOLVED, that pursuant to its obligations under the Rescission
Agreement, this Corporation hereby assigns to American Internet Technical
Center, Inc., a Florida corporation, all right title and interest in and to the
name American Internet Technical Centers and to all of its assets, wherever
located, whether tangible or intangible, current or inchoate; and be it FURTHER
RESOLVED, that pursuant to its obligations under the Rescission
Agreement, this Corporation hereby waives the arbitration rights reflected in
the Exchange Agreement and agrees to indemnify and hold the Original American
Internet Florida Stockholders, American Internet Florida and its affiliates,
officers, directors, stockholders, employees, agents and advisors, harmless from
any and all liabilities pertaining, directly or indirectly, to any actions or
failures to act by this Corporation, the Original Ascot Group or as a result of
the Parties' entry into this Agreement; and be it FURTHER
RESOLVED, that ▇▇. ▇▇▇▇▇▇▇▇ be, and he is hereby, directed to immediately
notify all Ascot and American Internet Nevada stockholders other than the
Original American Internet Florida Stockholders of the foregoing.
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Article Five
American Internet Florida
Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇, currently the only executive officers and
the only members of the Board of Directors of American Internet Florida (the
"Directors") and the holders of a proxy pursuant to the terms of the
Reorganization Agreement, from Equity Growth, the holder of at least 10,100,000
shares of the common stock of American Internet Florida, being in excess of 80%
of its outstanding common stock to vote such securities in the manner set forth
below (the "Equity Growth Proxy"), in their respective roles as directors and
proxies for the stockholders of this Corporation, by execution of this Agreement
hereby convene a special meeting of the Board of Directors and of the
stockholders of American Internet Florida, waiving notice thereof, and hereby
adopt the following resolution:
RESOLVED, that pursuant to authority granted under Sections 607.0704
and .0821 of the Florida Business Corporation Act and as permitted by its
constituent documents, this Corporation hereby adopts ratifies and confirms the
rescission agreement between American Internet Technical Centers, Inc., a Nevada
corporation originally organized as Ascot Industries, Inc. ("American Internet
Nevada"); American Internet Technical Center, Inc., a Florida corporation
(American Internet Florida"); ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., a Florida resident also
sometimes known as "▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇" ("▇▇. ▇▇▇▇▇▇▇▇"); ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Esquire, an attorney residing in the State of Florida ("▇▇. ▇▇▇▇▇▇▇▇"); Mintmire
& Associates, an entity engaged in the practice of law in the State of Florida
controlled by ▇▇. ▇▇▇▇▇▇▇▇ ("Mintmire & Associates"); J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, a
Florida resident ("▇▇. ▇▇▇▇▇▇▇"); and, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Florida resident
("▇▇. ▇▇▇▇▇;" ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ being collectively hereinafter referred
to as the "Original American Internet Florida Stockholders"; ▇▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇ and Mintmire & Associates (being hereinafter collectively referred to
as the "Original Ascot Group"), the Original Ascot Group, American Internet
Nevada, American Internet Florida and the Original American Internet Florida
Stockholders being sometimes hereinafter collectively referred to as the
"Parties" and each being sometimes hereinafter generically referred to as a
"Party"); concurrently with the promulgations of this resolution by written
consent in lieu of special meeting of the Corporation's Board of Directors and
in lieu of special meeting of the Corporation's stockholders (the "Rescission
Agreement" and this "Instrument," respectively); and be it FURTHER
RESOLVED, that pursuant to its obligations under the Rescission
Agreement, this Corporation hereby assigns to American Internet Technical
Centers, Inc., a Nevada corporation, all right title and interest in and to the
name Ascot Industries; and be it FURTHER
RESOLVED, that pursuant to its obligations under the Rescission
Agreement, this Corporation hereby waives the arbitration rights reflected in
the Exchange Agreement and agrees to indemnify and hold the Original Ascot Group
and American Internet Nevada and its affiliates, officers, directors,
stockholders, employees, agents and advisors, harmless from any and all
liabilities pertaining, directly or indirectly, to any actions or failures to
act by this Corporation or the Original American Internet Florida or as a result
of the Parties' entry into this Agreement.
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Article Four
Miscellaneous
4.1 Amendment.
No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is evinced by a written instrument,
subscribed by the Party against which such modification, waiver, amendment,
discharge or change is sought.
4.2 Notice.
(a) All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given on the first
business day after mailing by United States registered or unaudited
mail, return receipt requested, postage prepaid, addressed as follows:
To Equity Growth:
Equity Growth Systems, inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President; with a
copy to
The Yankee Companies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, President
Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇;
and, e-mail ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; and to
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esquire; General Counsel
Equity Growth Systems, inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇; and,
e-mail, ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.
To the Former American Internet Florida Stockholders:
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇;
e-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; and to
To American Internet Nevada:
American Internet Technical Centers, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President.
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇;
e-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; and to
In care of Mintmire & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇
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Attention ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Agent
To American Internet Florida:
American Internet Technical Center, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President.
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇; e-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇;
To Ascot or the Original Ascot Group:
In care of Mintmire & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Agent
Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇
or such other address or to such other person as any Party shall
designate to the other for such purpose in the manner hereinafter set
forth.
(b) (1) The Parties acknowledge that Yankees serves as a strategic
consultant to Equity Growth and, together with general counsel
to Equity Growth (who also serves as general counsel to
Yankees) has acted as scrivener for the Parties in this
transaction but that Yankees is neither a law firm nor an
agency subject to any professional regulation or oversight.
(2) Because of the inherent conflict of interests involved,
Yankees has advised all of the Parties to retain independent
legal counsel to review this Agreement and its exhibits and
incorporated materials on their behalf.
(C) The decision by any Party not to use the services of legal
counsel in conjunction with this transaction shall be solely
at their own risk, each Party acknowledging that applicable
rules of the Florida Bar prevent Equity Growth's general
counsel, who has reviewed, approved and caused modifications
to this Agreement on behalf of Equity Growth, from
representing anyone other than Equity Growth in this
transaction.
4.3 Merger.
This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with respect to
the subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and the Closing hereon and
shall be effective regardless of any investigation that may have been made or
may be made by or on behalf of any Party.
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4.5 Severability.
If any provision or any portion of any provision of this Agreement,
other than one of the conditions precedent or subsequent, or the application of
such provision or any portion thereof to any person or circumstance shall be
held invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
4.6 Governing Law.
This Agreement shall be construed in accordance with the substantive
and procedural laws of the State of Delaware (other than those regulating
taxation and choice of law) but any proceedings pertaining directly or
indirectly to the rights or obligations of the Parties hereunder shall, to the
extent legally permitted, be held in Broward County, Florida.
4.7 Indemnification.
Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal or
other expenses incidental thereto), contingent, current, or inchoate to which
they or any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise. In the event it becomes necessary to enforce this
indemnity through an attorney, with or without litigation, the successful Party
shall be entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations, trials or
appeals, whether or not any suit is instituted.
4.8 Litigation.
(a) Except as provided below in conjunction with reduction of this Agreement to
a judgment:
(1) In any action between the Parties to enforce any of the terms
of this Agreement or any other matter arising from this
Agreement, the prevailing Party shall be entitled to recover
its costs and expenses, including reasonable attorneys' fees
up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
(B) In the event of any dispute arising under this Agreement, or
the negotiation thereof or inducements to enter into the
Agreement, the dispute shall, at the request of any Party, be
exclusively resolved through the following procedures:
(C) (A) First, the issue shall be submitted to mediation
before a mediation service in Broward County, Florida
to be selected by lot from six alternatives to be
provided, one by ▇▇. ▇▇▇▇▇▇▇▇, one by ▇▇. ▇▇▇▇▇▇▇▇,
one by Ascot, one by Yankees as agent for the current
Directors and stockholders of Equity Growth, one by
American Internet Florida and one by the Original
American Internet Florida Stockholders acting by
majority vote (based on their relative stock
ownership in Equity Growth).
83
(B) The mediation efforts shall be concluded within ten
business days after their in itiation unless the
Parties unanimously agree to an extended mediation
period;
(4) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida to be
selected by lot, from six alternatives to be provided, one by
▇▇. ▇▇▇▇▇▇▇▇, one by ▇▇. ▇▇▇▇▇▇▇▇, one by Ascot, one by
Yankees as agent for the current Directors and stockholders of
Equity Growth, one by American Internet Florida and one by the
Original American Internet Florida Stockholders acting by
majority vote (based on their relative stock ownership in
Equity Growth).
(5) (A) Expenses of mediation shall be borne by the parties
to the mediation equally, if successful.
(B) Expenses of mediation, if unsuccessful and of
arbitration shall be borne by the Party or Parties
against whom the arbitration decision is rendered.
(C) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by
the Parties involved.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
4.10 Captions.
The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
4.11 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
4.12 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
84
4.13 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship or lessor-lessee
relationship.
4.14 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement which shall be the document filed with the Commission.
4.15 License.
(a) This Agreement is the property of Yankees and the use hereof by the
Parties is authorized hereby solely for purposes of this transaction.
(b) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
(c) This Agreement shall not be construed more strictly against any Party
as a result of its authorship.
4.16 Exhibit Index.
Exhibit Description
0.1 The Reorganization Agreement
0.2 The Exchange Agreement
1.1(a) The Mintmire & Associates Statement
In Witness Whereof, the Parties have caused this Agreement to be
executed effective as of the date last set forth below.
Signed, sealed and delivered
In Our Presence:
American Internet Technical Centers, Inc.
(A Nevada corporation)
---------------------------------
_________________________________ By: _______________________________
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
(Corporate Seal)
Attest: __________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
Dated: July 8, 1999
85
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Director
American Internet Technical Center, Inc.
(A Florida corporation)
________________________________
________________________________ By: _______________________________
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
(Corporate Seal)
Attest: ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
Dated: July 8, 1999
Original American Internet Florida
Stockholders
---------------------------------
--------------------------------- ------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
--------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Dated: July 8, 1999
86
Original Ascot Group
---------------------------------
--------------------------------- ------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
-------------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, on his
own behalf and as the authorized
agent for Mintmire & Associates
Dated: July 8, 1999
Exhibit 0.1for the Rescission Agreement
The Reorganization Agreement
(See Exhibit 2.8 of the 8-KSB)
Exhibit 0.2 for the Rescission Agreement
The Exchange Agreement
(See Exhibit 2.6 of the 8-KSB)
Exhibit 1.1(a) for the Recission Agreement
The Mintmire & Associates Statement
Mintmire & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
American Internet Technical Center, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7/2/1999
Date DESCRIPTION Hours AMOUNT
of Service
2/3/1999 Conference- clients 0.5 100.00
2/23/1999 General Corporate 504 Private Placement 1.6 320.00
Memorandum
2/23/1999 Draft of Document- 504PPM 1.5 300.00
2/23/1999 Telephone Conference with client 0.1 20.00
3/1/1999 Telephone conference- client 0.2 40.00
3/8/1999 Telephone conference- ▇▇▇▇ ▇▇▇▇▇ 0.1 20.00
3/15/1999 Telephone conference- ▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.1 20.00
3/17/1999 Draft document- 504 Private Placement 1.25 250.00
87
Memorandum
3/18/1999 Draft document- 504 Private Placement 1 200.00
Memorandum
3/19/1999 Draft document- Private Placement Memorandum 2.1 420.00
3/22/1999 Telephone Conference- ▇▇▇▇ ▇▇▇▇▇ 0.1 20.00
3/22/1999 Telephone conference- ▇▇▇▇ ▇▇▇▇▇ 0.1 20.00
3/24/1999 General corporate- 504 Private Placement 1.2 240 00
Memorandum
3/25/1999 General corporate 0.4 80.00
3/30/1999 General corporate 0.4 80 00
3/31/1999 Telephone conference- ▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.2 40.00
4/2/1999 Review document-fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.1 20.00
4/4/1999 Renew document- Complaint 0.25 50.00
4/9/1999 Telephone conference- ▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.2 40.00
Page 1
Mintmire & Associates
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
American Internet Technical Center, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7/2/1999
Date DESCRIPTION Hours AMOUNT
of Service
4/13/1999 Telephone conference- clients 0.8 160.00
4/15/1999 General corporate 0.2 40.00
4/29/1999 Draft document- opinion 0.5 100.00
5/6/1999 Conference-Interoffice 0.1 20.00
6/29/1999 Document review letter 0.1 20.00
7/1/1999 Telephone conference-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 0.2 40.00
7/1/1999 Conference-Interoffice 0.1 20.00
7/1/1999 Document review-file 0.1 20.00
Total attorneys fees 2,700.00
Costs Advanced (photocopies, long distance calls,
postage, epic.) 135.00
Expenses
6/3/1999 Federal Express charges, 16.86
$2,851.86
Page 2
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