SEC Info - Learning Priority Inc - ‘8-K’ for 3/12/07

THIS MUTUAL RESCISSION AND RELEASE AGREEMENT (the “Rescission Agreement”), is made and entered into March 12, 2007, by and among Edulink, Inc., a Nevada corporation with its principal place of business located at 201 Wilshire Blvd, Santa Monica, California 90401 (“Edulink"); a majority of Edulink shareholders listed on Schedule A attached hereto and made a part hereof (the “Edulink Shareholders”); Mega Media Group, Inc., a New York Corporation with its principal place of business located at 598 Broadway, 3^rd Floor, New York, NY 10012 ("Mega Media”) and the Mega Media shareholders listed on Schedule B attached hereto and made a part hereof (“MM Shareholders”) (collectively, Mega Media and the MM Shareholders shall be known as the “MM Group”).

A. Pursuant to that certain Stock Purchase Agreement and Share Exchange by and among Edulink and the MM Group dated August 10, 2006 (the "Exchange Agreement"), which closed on August 11, 2006 (the “Effective Time”), Edulink acquired all of the outstanding common stock of Mega Media and Mega Media became a wholly-owned subsidiary of Edulink (the “Reverse Merger”). No shares of Edulink were issued to the MM Group.

B. Notwithstanding anything to the contrary contained in the Exchange Agreement, this Rescission Agreement shall constitute an amendment to the Exchange Agreement. Any capitalized term used herein and not defined herein shall have the same meaning ascribed to such term in the Exchange Agreement.

D. On or about August 28, 2006 (the “Suspension Date”), the Securities and Exchange Commission (SEC) suspended trading of Edulink's common stock because Edulink was delinquent in filing its 1934 Exchange Act filings for several years prior to the Reverse Merger (the “Trading Suspension”). After the Suspension Date, Edulink's prior management disclosed for the first time to Mega Media and Edulink's new executive officers and directors that there was an outstanding comment letter from the SEC issued prior to the Merger that warned of probable suspension of trading. As a consequence of the Trading Suspension and draining much of its resources to bring all of Edulink’s filings current, Mega Media has not been able to carry out its business plan and cannot effectively do so while Edulink still allocates its personnel and financial resources to matters relating to ongoing filings required by the SEC.

E. The Board of Directors of each of Edulink and Mega Media have each mutually agreed to and determined that is fair to and in the best interests of their respective corporations and shareholders to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in this Rescission Agreement.

F. A majority of each of the Edulink shareholders and MM Shareholders has approved by written consent this Rescission Agreement and the transactions contemplated and described hereby and thereby, including without limitation to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby as if they never occurred, upon the terms and subject to the conditions set forth in this Rescission Agreement.

G. Effective ab initio, and subject to the terms set forth herein, each of Edulink, Edulink Shareholders, Mega Media and the MM Shareholders mutually agree to rescind the Exchange Agreement and unwind the Reverse Merger and the transactions contemplated thereby, upon the terms and subject to the conditions set forth in this Rescission Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to avoid the cost of litigation among the parties, the parties hereby acknowledge that there are certain breaches of warranties and representations of the Exchange Agreement as set forth in Paragraph D above, and agree as follows:

1. Rescission.Effective ab initio, the Exchange Agreement, in its entirety, is hereby unequivocally rescinded, abrogated, cancelled, void in its inception and of no force or effect whatsoever, and the parties shall be returned to their positions prior to the Exchange Agreement and Reverse Merger. Upon completion of the deliveries set forth in Section 2 below, the obligations of all parties shall be terminated and the Reverse Merger and the transactions contemplated thereby unwound and voided as if the Exchange Agreement was never entered into and the Reverse Merger never occurred. All agreements entered into as contemplated by the Exchange Agreement, including but not limited to the Edulink Shareholder’s Irrevocable Proxy’s, are terminated effective ab initio.

(a) Edulink, its subsidiaries, successors, assigns, divisions, affiliates and past and present officers, directors, employees and agents, hereby release, remise and discharge MM Group, all corporations or other entities owned or controlled by MM Group or in which MM Group have an interest, and MM Group’s past and present officers, directors, employees, agents, attorneys, accountants, representatives, successors and assigns (collectively the "MM Group Releasees”) from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever, which Edulink and the other parties noted above now have, own or hold, or have at any time heretofore had, owned or held, or may at any time hereafter have, own or hold against the MM Group Releasees by reason of any fact, matter, cause or thing whatsoever arising from or in connection with the Agreement, matters related thereto, and the operations of Edulink (i) from the beginning of the world until the Closing Date, and (ii) from the date hereof and continuing in perpetuity (and specifically excluding the period from August 11, 2006 through the date of this agreement).

(b) MM Group, its subsidiaries, successors, assigns, divisions, affiliates and past and present officers, directors, employees and agents, hereby release, remise and discharge Edulink, all corporations or other entities owned or controlled by Edulink or in which Edulink have an interest, and Edulink’s past and present officers, directors, employees, agents, attorneys, accountants, representatives, successors and assigns (collectively the Edulink “Releasees”) from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, obligations, accounts, expenses, actions, causes of action and suits, whether past, present or future, known or unknown, at law or in equity, of whatever kind or nature whatsoever, which MM Group and the other parties noted above now have, own or hold, or have at any time heretofore had, owned or held, or may at any time hereafter have, own or hold against the Edulink Releasees by reason of any fact, matter, cause or thing whatsoever arising from or in connection with the Agreement, matters related thereto, and the operations of Edulink from August 11, 2006 through the date of this agreement.

(b) Each party hereby agrees to indemnify and defend the other parties and their directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of the actions of an indemnifying party for:

(c) The representations, warranties and agreements contained in this Rescission Agreement shall be binding on each party’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the other parties.

7. Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Rescission Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Rescission Agreement.

8. Joint Press Release/Publicity.Edulink and Mega Media will mutually agree on the issuance of a joint press release in regards to this Rescission Agreement. Except as required by law, no party shall issue any other press releases or make any public announcement or filing, except for the Form 8-K referenced in Section 9 below, regarding this Rescission Agreement and the transactions provided for herein without the prior written consent of the other.

12. Headings; Context. The headings of the sections and paragraphs contained in this Rescission Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Rescission Agreement.

13. Benefit. This Rescission Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder. This Rescission Agreement shall not be assigned by any party without the prior written consent of the other party.

14. Severability. In the event that any particular provision or provisions of this Rescission Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

15. No Strict Construction. The language of this Rescission Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against any party hereto, regardless of who drafted or was principally responsible for drafting the Rescission Agreement or terms or conditions hereof.

16. Execution Knowing and Voluntary. In executing this Rescission Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Rescission Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Rescission Agreement voluntarily, free from any influence, coercion or duress of any kind.

17. Attorneys’ Fees.In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

18. Governing Law, Forum and Consent to Jurisdiction. This Rescission Agreement shall be construed, interpreted and governed in accordance with the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding relating to or arising in connection with this Rescission Agreement to the exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts of any of the foregoing.

19. Entire Agreement. This Rescission Agreement represents the entire agreement between the parties relating to the subject matter hereof and supersedes any prior oral or written agreements or undertakings between the parties to such matters. This Rescission Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Rescission Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement executed by all of the parties hereto.

/s/ Michael Rosenfeld		/s/ Stanley Merdinger
Michael Rosenfeld		Stanley Merdinger

/s/Boris Berenfeld		/s/ Natalie Merdinger
Boris Berenfeld		Natalie Merdinger

/s/ Ian Rescigno		/s/ Jerry Hanley
Ian Rescigno		Jerry Hanley

/s/ Ronald Rescigno		/s/ Rip Gerber
Ronald Rescigno		Rip Gerber

/s/ Robert Rescigno		/s/ Louis Capannelli
Robert Rescigno		Louis Capannelli

/s/ Joe Pikulski		/s/ Paula Cruz Takash
Joe Pikulski		Paula Cruz Takash

/s/ Aleksandr Shvarts		/s/ Dr. Lev Paukman
Aleksandr Shvarts, on behalf of himself and the individuals listed on Schedule C attached hereto and made a part hereof		Dr. Lev Paukman
/s/ Alex Puzaitzer		/s/ Elan Kaufman
Alex Puzaitzer		Elan Kaufman

/s/Boris Motovich		/s/ Eric Schwartz
Boris Motovich		Eric Schwartz
/s/ Boris Tantsky		/s/ Gennady Pomeranets
Boris Tantsky		Gennady Pomeranets
/s/ Danny Vinokur		/s/ Richard Larson
Danny Vinokur		Richard Larson
/s/ David Kokakis, Esq.		/s/ Julia Milne
David Kokakis, Esq.		Julia Milne
/s/ Karo Osipov		/s/ Michael Kaufman
Karo Osipov		Michael Kaufman

FD IMPORT		MATRIX ALLIANCE
By: /s/ StevenFruman		By: /s/ Arik Kislin;
Name: Steven Fruman		Name: Arik Kislin;

Aleksandr Shvarts

Alex Puzaitzer

Andre Anekeyev

Andrew Furhman

Andy Tavel

Anna Perkerman

Annette Sharvit

Boris Motovich

Boris Tantsky

Danny Vinokur

David Kokakis

Dr. Lev Paukman

Elan Kaufman

Eric Schwartz

Fd Import

Galina Goldberg

Gennady Pomeranets

Kirill Zadov

Marina Stronkin

Matrix Alliance

Michael Koblenz

Michael Kaufman

Michael Novakhov

Mikhail Bouzoukashvilli

Moshe Soloway

Nicole Caracappa

Olena Ahafonova

Ric Aliberti

Richard Larson

Julia Milne

Viktor Lushin

Vldimir Grjonko

Yevgeny Morgovsky

Yuri Pirags

Yuriy Avezov

ATTEST:	EDULINK, INC.

___________________________	By:	/s/ Michael Rosenfeld
	Name:	Michael Rosenfeld
	Title:	Chief Executive Officer

This ‘8-K’ Filing	Date	Other Filings

Filed on:	3/15/07
For Period End:	3/12/07
	8/28/06
	8/11/06	3, 8-K, 8-K/A
	8/10/06
		List all Filings

Learning Priority Inc – ‘8-K’ for 3/12/07 – ‘EX-10.2’

On: Thursday, 3/15/07, at 4:32pm ET · For: 3/12/07 · Accession #: 1013762-7-379 · File #: 0-29953

Previous ‘8-K’: ‘8-K/A’ on 12/20/06 for 8/11/06 · Next: ‘8-K’ on 7/30/07 for 7/25/07 · Latest: ‘8-K’ on 11/24/08 for 11/18/08

Current Report — Form 8-K
Filing Table of Contents

EX-10.2 — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

ATTEST:	MEGA MEDIA GROUP, INC.

___________________________	By:	/s/ Aleksandr Shvarts
	Name:	Aleksandr Shvarts
		Chief Executive Officer