Exhibit 2.2
THIS RESCISSION AGREEMENT effective as of November 6, 2003, by and among
Digital Broadband Networks Inc, (the "Purchaser") and Convergent Technologies,
Inc. (the "Company") and Xxxxxx Xxxxx and Xxxxxx Xxxxxxxx (collectively known as
"Sellers" and individually as "Seller")
WHEREAS by that certain Stock Purchase Agreement dated the 19th day of May,
2003 (hereinafter the "Agreement") the Sellers agreed to sell and the Purchaser
agreed to purchase the entire outstanding shares of the Company (the "Shares")
free from all encumbrances for a total consideration of US Dollars Two Million
Six Hundred Thousand (US $2,600,000) subject to the terms and conditions therein
contained.
AND WHEREAS the Purchaser has partially paid to the Sellers a sum of US
Dollars One Hundred and Fifty Thousand (US $150,000) (hereinafter referred to as
the "Payment").
AND WHEREAS the parties have agreed to rescind and cancel the Agreement
subject to the terms and conditions set forth below.
In consideration of the mutual promises and obligations, the adequacy of which
is hereby acknowledged,
THE PARTIES HERETO AGREE as follows:-
1. Sellers will refund to Purchaser the Payment previously made in the amount of
US Dollars One Hundred and Fifty Thousand (US $150,000). Sellers will pay to
Purchaser the amount of US Dollars Fifty Thousand (US $50,000) as a cancellation
fee.
2. The parties hereby agree that the Agreement previously executed by and among
the parties be and is hereby rescinded and cancelled ab initio and shall have no
force or effect.
3. The Purchaser and the Sellers hereby agree that the Agreement shall not
create any rights or remedy between or among the parties and that all such
rights or remedies as may exist shall be governed by this agreement.
4. The Sellers shall defend and indemnify Purchaser against all claims, actions,
demands, proceedings, losses, damages whatsoever and any consequences howsoever
arising from or related to the transaction that is the subject of the Agreement
or the rescission of the Agreement, including costs, disbursements and
attorney's fees.
5 This Agreement is binding upon the heirs, assigns and personal representatives
of the Sellers and the successors interest and assigns of the Purchaser.
6. In this Agreement where the context so admits the term "the Sellers" and "the
Purchaser" shall include their heirs, successors, personal representatives and
assigns and where there are two or more persons included in the term "the
Sellers" and "the Purchaser" their liabilities under this Agreement shall be
joint and several. Words importing the masculine gender shall be deemed and
taken to include the feminine and neuter genders and the singular to include the
plural and vice versa.
7. All legal costs and disbursements incidental to this Agreement shall be borne
by the Sellers absolutely.
8. Any claim, dispute or controversy arising out of or related to this agreement
shall subject to arbitration before a retired justice of the Supreme Court of
New York or a retired judge of the United States District Court who formerly
presided in the State of New York. Such arbitration proceeding shall be held in
the City of New York, State of New York, and the arbitrator shall utilize such
procedures as he or she deems necessary and appropriate to obtain the prompt
resolution of such claim, dispute or controversy. Any aggrieved party may
commence an arbitration proceeding by sending a demand for arbitration to the
other party or parties. In the event that the arbitrator determines that a
breach of this agreement has occurred, he shall award the prevailing party its
costs, expenses and attorney's fees.
9. This agreement constitutes the parties entire agreement. It may be amended
only in writing signed by all parties. This Agreement shall be governed by the
laws of the State of New York without reference to any principles of conflict of
laws.
10. This agreement may be executed in such counterparts as the parties deem
necessary and convenient. All such counterparts when taken together shall
constitute the final agreement. A facsimile signature shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
DIGITAL BROADBAND NETWORKS, INC.
By: /s/ Xxxxxxx Soon-Xxxx Xxx
---------------------------------
Name: Xxxxxxx Soon-Xxxx Xxx
Chairman and CEO
CONVERGENT TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
President
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
By: /s/ Islina Abdullah
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Name: Islina Abdullah
