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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 .”
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 ”).
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 Each of the Licensing Agreement and the Revenue Agreements is hereby rescinded and terminated in its entirety, as if it had never existed, and such agreements shall be of no force and effect.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