Rescission Agreement - Visual Bible International Inc., JBM Entertainment Inc., Mitzvah Enterprises Inc., Velveteen Consulting Inc., 1485352 Ontario Ltd., Garth H. Drabinsky and Myron I. Gottlieb
RESCISSION Agreement
THIS RESCISSION AGREEMENT made as of the 1st day of April, 2004.
B E T W E E N:
VISUAL BIBLE INTERNATIONAL, INC.,
a corporation incorporated under the laws of Florida,
(hereinafter called "Visual")
OF THE FIRST PART;
- and -
JBM ENTERTAINMENT INC.,
a corporation incorporated under the laws of Nova Scotia,
(hereinafter called "JBM")
OF THE SECOND PART;
- and -
MITZVAH ENTERPRISES INC.,
a corporation incorporated under the laws of Ontario,
(hereinafter called "Mitzvah")
OF THE THIRD PART;
- and -
VELVETEEN CONSULTING INC.,
a corporation incorporated under the laws of Ontario,
(hereinafter called "Velveteen")
OF THE FOURTH PART;
- and -
1485352 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario,
(hereinafter called "148")
OF THE FIFTH PART;
- and -
GARTH H. DRABINSKY,
of the City of Toronto, in the province of Ontario,
(hereinafter called "GHD")
OF THE SIXTH PART;
- and -
MYRON I. GOTTLIEB,
of the City of Toronto, in the province of Ontario,
(hereinafter called "MIG")
OF THE SEVENTH PART.
WHEREAS Visual retained JBM to provide certain consulting
services to Visual pursuant to a consulting agreement (the
"Consulting Agreement") dated as of June 1, 2003 between Visual and
JBM, as amended;
AND WHEREAS pursuant to the Consulting Agreement, JBM engaged
Velveteen to provide the services of GHD and engaged 148 to provide
the services of MIG (Velveteen, 148, GHD and MIG are hereinafter
collectively called the "Service Providers");
AND WHEREAS Visual and JBM desire to rescind the Consulting
Agreement in accordance with the terms and subject to the conditions
set out herein;
NOW THEREFORE in consideration of the mutual covenants herein
contained and the payment of $1.00 by each of the parties hereto to
each of the other parties hereto (the receipt and sufficiency of
which are hereby acknowledged by each of the parties), the parties
hereto covenant and agree with one another as follows:
1. Rescission of Consulting Agreement. Visual and JBM hereby
agree, subject to the provisions of this Agreement, that effective
at and as of the date hereof (the "Effective Date") the Consulting
Agreement and all other agreements and understandings whether
written or oral relating to the subject matter of the Consulting
Agreement shall be rescinded and shall be of no further force and
effect, including without limiting the generality of the forgoing,
the letter agreement dated March 19, 2004 between JBM and Visual.
2. No Obligations. Visual, JBM and each of the Service Providers
and any other party related thereto or controlled thereby, wholly or
in part, directly or indirectly, hereby acknowledge and agree,
subject to the provisions of this Agreement, that effective at and
as of the Effective Date, none of Visual, JBM or each of the Service
Providers and any other party related thereto or controlled thereby,
wholly or in part, directly or indirectly, shall have any further
obligations to each other pursuant to or arising directly or
indirectly from the Consulting Agreement or from any other agreement
and understanding whether written or oral relating to the subject
matter thereof.
3. Release. Subject to the provisions of this Agreement,
effective at and as of the Effective Date, Visual, JBM, Mitzvah and
each of the Service Providers and any other party related thereto or
controlled thereby, wholly or in part, directly or indirectly,
hereby forever release and discharge the others and all of them,
their respective affiliates, subsidiaries, parents and associated
companies, successors and assigns, together with their respective
directors, officers, consultants and agents, and their respective
successors and assigns from any and all actions, causes of action,
contracts, covenants (whether express or implied), claims and
demands for damages, indemnity, costs, interest, loss or injury of
every nature and kind whatsoever and howsoever arising, whether
known or unknown, suspected or unsuspected, which such party may
heretofore have had, may now have, or may in the future have, at law
or in equity, by reason of or arising directly or indirectly from
the Consulting Agreement.
4. Agreement Conditional. Notwithstanding the foregoing, if
Visual fails to issue to JBM or as JBM may in writing direct within
forty-five (45) days from the date of this Agreement:
(a) 629,910 common shares in the capital of Visual in connection
with the conversion of US$629,910 currently owed by Visual to JBM
and its affiliates (including Mitzvah) relating to
Producer/Executive Producer fees for The Gospel of John film
adaptation including the special fee approved by the Board of
Directors of Visual; and
(b) 1,500,000 common shares in the capital of Visual;
this Agreement shall be null and void and the Consulting Agreement
shall immediately be reinstated as if it had never been rescinded.
The shares issued pursuant to this paragraph shall be covered by a
registration statement on the appropriate form pursuant to the U.S.
Securities Act of 1933, as amended (the "Securities Act") to be
filed with the U.S. Securities and Exchange Commission as soon as
reasonable possible, such registration statement to be kept
continuously effective under the Securities Act until the date when
the securities issued pursuant to this paragraph have been sold or
become eligible for sale pursuant to Rule 144(k) under the
Securities Act.
5. Independent Legal Advice. JBM and each of the Service
Providers hereby represent and warrant to Visual and acknowledge and
agree that it or he has had sufficient opportunity to seek and was
not prevented nor discouraged by Visual from seeking independent
legal advice prior to the execution and delivery of this Agreement
and that, in the event that it or he did not avail itself or himself
of that opportunity prior to signing this Agreement, it or he did so
voluntarily without any undue pressure and agrees that it or his
failure to obtain independent legal advice shall not be used by it
or him as a defence to the enforcement of it or his obligations
under this Agreement. JBM and each of the Service Providers hereby
represent and warrant that it or he fully understands the nature and
effect of this Agreement and that it or he is entering into it
freely and voluntarily.
6. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the Province of Ontario and
the laws of Canada applicable therein.
7. Severability. If any provision of this Agreement is determined
by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such determination shall not impair or
affect the validity, legality or enforceability of the remaining
provisions hereof, and each provision is hereby declared to be
separate, severable and distinct.
8. Counterparts. This Agreement may be executed in any number of
counterparts (by original or facsimile signature) and all such
counterparts taken together will be deemed to constitute one and the
same instrument.
9. Effect of Agreement. This Agreement will enure to the benefit
of and be binding upon the parties hereto and their respective
successors and assigns and heirs, executors and administrators, as
applicable.
10. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether written or oral. There are no
conditions, covenants, agreements, representations, warranties or
other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein
provided.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
visual bible international, inc.
Per:_______________________________
Name:
Title:
JBM ENTERTAINMENT INC.
Per:_______________________________
Name:
Title:
MITZVAH ENTERPRISES INC.
Per:_______________________________
Name:
Title:
VELVETEEN CONSULTING INC.
Per:_______________________________
Name:
Title:
1485352 ONTARIO LIMITED
Per:_______________________________
Name:
Title:
SIGNED, SEALED AND DELIVERED
in the presence of:
_______________________________
Witness
_______________________________
GARTH H. DRABINSKY
_______________________________
Witness
_______________________________
MYRON I. GOTTLIEB