Exhibit 10.1
RESCISSION AND TERMINATION
AGREEMENT
RESCISSION AND TERMINATION AGREEMENT, dated
March 1, 2012 (this “ Agreement ”),
between Sitoa Global Inc. (the “ Company ”) and
Sitoa Corporation (“ Sitoa Corp ”). Each of the
parties hereto is referred to as a “ Party
” and collectively as the “ Parties
.”
BACKGROUND
On June 8, 2011, the Company entered
into a certain Software License Agreement, dated June 6, 2011,
between the Company and Sitoa Corp, pursuant to which the Company
licensed certain software of Sitoa Corp for a consideration of
3,000,000 shares of the Company’s common stock (the “
Licensing Agreement ”); and on July 6, 2011,
the Company entered into a certain Revenue Interest Agreement,
dated July 1, 2011, between the Company and Sitoa Corp, pursuant to
which the Company agreed to issue 2,000,000 shares of the
Company’s common stock to Sitoa Corp, in consideration for
receiving 100% of the revenues from a third party contract (the
“ Revenue Agreement ”).
The Parties desire to rescind and
terminate each of the Licensing Agreement and the Revenue
Agreement, pursuant to the terms and conditions set forth herein,
and to return to the Company an aggregate 5,000,000 shares of the
Company’s common stock issued to Sitoa Corp. (after giving
effect to a 1-for-20 reverse split of the Company’s common
stock effected on August 4, 2011, the “ Consideration
Shares ”).
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants and promises of the Parties and the terms and
conditions hereof, the Parties hereby agree as follows:
1.
Rescission and Termination of
Agreements . Each of the
Licensing Agreement and the Revenue Agreements is hereby rescinded
and terminated in its entirety, as if it had never existed, and
such agreements shall be of no force and effect.
2.
Return of Consideration
Shares . Within five (5)
business days of the date hereof, Sitoa Corp. shall transfer,
return and surrender to the Company (a) the original stock
certificates representing the Consideration Shares and (b) executed
stock power and assignment documents which the transfer agent deems
relevant in order to effectuate the transfer, return and surrender
of the Consideration Shares to the Company.
3.
Release .
(a)
In consideration of the mutual
promises herein contained and such other good and valuable
consideration, the receipt and adequ