RESCISSION
AND MUTUAL RELEASE AGREEMENT


 


Dated
as of December 26, 2017


 


This
Rescission and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the
“Effective Date”), by and between (i) Eight Dragons Company, a Nevada corporation (“EDRG”) and (ii) Una
Taylor (“Taylor”). Each of EDRG and Taylor may be referred to herein individually as a “Party” and collectively
as the “Parties.”


 


RECITALS


 


WHEREAS,
EDRG and the Taylor are parties to certain prior transactions pursuant to which Taylor acquired or otherwise received 9,710,295
shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and 1,000,000 shares of preferred
stock, par value $0.0001 per share, of the Company (the “Preferred Stock” and, together with the Common Stock, the
“EDGR Shares”), which transactions (collectively, the “Transaction”) has closed in accordance with the
terms thereof;


 


WHEREAS,
the Parties now desire to unwind and rescind the Transaction on the terms set forth below;


 


WHEREAS,
Taylor desires to return and EDRG desires to take back all of the EDGR Shares on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound,
hereby agree as follows:


 


1.
Rescission of the Transaction.


 


	 	(a)	Transaction
    Void. Each of the Parties hereto do hereby covenant and agree that, as at the “Closing” (hereinafter defined),
    the Transaction and all transactions related thereto, and any agreements or documents related thereto, Parties be, and the
    same hereby is, terminated, cancelled and rescinded ab initio, and shall be of no further force or effect, as a result
    of which the Transaction shall be deemed not to have occurred (the “Rescission”). 
	 	 	 
	 	(b)	Tax
    Treatment. The Rescission is intended to constitute a rescission within the meaning of Internal Revenue Service (“IRS”)
    Revenue Ruling 80-58, and the Parties agree to report the Rescission consistently therewith as required under applicable IRS
    rules and regulations.
	 	 	 
	 	(c)	Cooperation
    on Tax Matters. Each of the Parties agree to furnish or cause to be furnished to each other upon request as promptly as
    practicable such information (including access to books and records) and information and assistance relating to this Agreement
    as is reasonably necessary for the filing of any tax or information return, for the preparation of any tax audit, and for
    the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment. 


 


2.
Closing and Post-Closing.


 


	 	(a)	The
    closing of the transactions contemplated herein (the “Closing”) shall occur on the Effective Date. 


 




    	1



    	 



    

 


	 	(b)	To
    effect the transfer of the EDRG Shares back to EDRG, at the Closing, Taylor shall deliver to EDRG the stock certificates representing
    the EDRG Shares, together with a completed stock power, medallion guaranteed, in the form attached hereto as Exhibit A. 
	 	 	 
	 	(c)	At
    and following the Closing, each of the Parties hereto shall execute such documents and perform such further acts as may be
    reasonably required to carry out the provisions hereof and the actions contemplated hereby.


 


3.
Representations and Warranties of EDRG. EDRG represents and warrants to Taylor as follows:


 


	 	(a)	Authorization.
    All actions on the part of EDRG and its nominees, officers, directors and shareholders necessary for the authorization, execution
    and delivery of this Agreement and the performance of all obligations of EDRG hereunder has been taken. Assuming this Agreement
    constitutes a valid and legally binding obligation of Taylor, this Agreement constitutes a valid and legally binding obligation
    of EDRG, enforceable against EDRG in accordance with its terms except to the extent that the enforceability thereof may be
    limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws
    of general application affecting enforcement of creditors’ rights generally and (b) general principles of equity. 
	 	 	 
	 	(b)	Information
    and Statements. No representation or warranty made by or on behalf of EDRG with respect to this Agreement contains any
    untrue statement of a material fact or omits to state a material fact necessary in order to make the statements so made, in
    light of the circumstances under which they are made, not misleading. 
	 	 	 
	 	(c)	Right
    and Title. EDRG has all right, title and interest in and to the Taylor Shares, the Taylor Shares are owned by EDRG free
    and clear of all liens and encumbrances, and upon receipt of such Taylor Shares, Taylor will have all right, title and interest
    in and to the Taylor Shares.
	 	 	 
	 	(d)	No
    Violations. Neither the execution and delivery of this Agreement nor the consummation and performance of any of the transactions
    contemplated hereby or thereby by EDRG will violate in any material respect any existing applicable law, rule, regulation,
    judgment, order or decree of any governmental authority having jurisdiction over EDRG. EDRG is free to enter into this Agreement
    and, in so doing, EDRG will not violate any other agreement to which EDRG is a party. 


 


4.
Representations and Warranties of Taylor.


 


	 	(a)	Authorization.
    All actions on the part of Taylor and its nominees necessary for the authorization, execution and delivery of this Agreement
    and the performance of all obligations of Taylor hereunder has been taken. Assuming this Agreement constitutes a valid and
    legally binding obligation of EDRG, this Agreement constitutes a valid and legally binding obligation of Taylor, enforceable
    against Taylor in accordance with its terms except to the extent that the enforceability thereof may be limited by (a) applicable
    bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting
    enforcement of creditors’ rights generally and (b) general principles of equity. 
	 	 	 
	 	(b)	Information
    and Statements. No representation or warranty made by or on behalf of Taylor with respect to this Agreement contains any
    untrue statement of a material fact or omits to state a material fact necessary in order to make the statements so made, in
    light of the circumstances under which they are made, not misleading. 


 




    	2



    	 



    

 


	 	(c)	Right
    and Title. Taylor has all right, title and interest in and to the EDRG Shares, the EDRG Shares are owned by Taylor free
    and clear of all liens and encumbrances, and upon receipt of such EDRG Shares, EDRG will have all right, title and interest
    in and to the EDRG Shares.
	 	 	 
	 	(d)	No
    Violations. Neither the execution and delivery of this Agreement nor the consummation and performance of any of the transactions
    contemplated hereby or thereby by Taylor will violate in any material respect any existing applicable law, rule, regulation,
    judgment, order or decree of any governmental authority having jurisdiction over Taylor. Taylor is free to enter into this
    Agreement and, in so doing, Taylor will not violate any other agreement to which Taylor is a party. 


 


5.
Release of Claims.


 


	 	(a)	Effective
    as of the Effective Date, EDRG, for itself and its Affiliates (as hereinafter defined), and each of their respective predecessors,
    successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through, under
    or in concert with any of them in both their official and personal capacities (collectively, the “EDRG Parties”)
    hereby irrevocably, unconditionally and forever release, discharge and remise Taylor and her Affiliates (whether an Affiliate
    as of the Effective Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents
    and for all related parties and all persons acting by, through, under or in concert with any of them in both their official
    and personal capacities (collectively, the “Taylor Parties”), from all claims of any type and all manner of action
    and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
    covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and
    demands whatsoever, in law or in equity, known or unknown, that any EDRG Party may have now or may have in the future, against
    any of the Taylor Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at
    any point in the past up to and including the Effective Date, including, without limitation, any such matters related to the
    Transaction, but excluding, for greater certainty, the obligations of Taylor hereunder (collectively, the “EDRG Released
    Claims”). EDRG represents and warrants that no EDRG Released Claim released herein has been assigned, expressly, impliedly,
    or by operation of law, and that all EDRG Released Claims released herein are owned by EDRG, which has the sole authority
    to release them. EDRG agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit
    action or proceeding, judicial, administrative or otherwise collect or enforce any EDRG Released Claim which is released and
    discharged herein. For purposes hereof, an “Affiliate” of a Party shall be any Party that controls, is controlled
    by, or is under common control with, the subject Party.
	 	 	 
	 	(b)	Effective
    as of the Effective Date, Taylor, for itself and the other Taylor Parties, hereby irrevocably, unconditionally and forever
    releases, discharges and remises each EDRG Party, from all claims of any type and all manner of action and actions, cause
    and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
    controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever,
    in law or in equity, known or unknown, that any Taylor Party may have now or may have in the future, against any of the EDRG
    Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the
    past up to and including the Effective Date, including, without limitation, any such matters related to the Transaction, but
    excluding, for greater certainty, the obligations of EDRG hereunder (collectively, the “Taylor Released Claims”).
    Taylor represents and warrants that no Taylor Released Claim released herein has been assigned, expressly, impliedly, or by
    operation of law, and that all Taylor Released Claims released herein are owned by Taylor, which has the sole authority to
    release them. Taylor agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit
    action or proceeding, judicial, administrative or otherwise collect or enforce any Taylor Released Claim which is released
    and discharged herein.


 




    	3



    	 



    

 


6.
Covenant Not to File a Claim and Indemnification.


 


	 	(a)	Each
    of EDRG Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action,
    or cause of action against any Taylor Party related to EDRG Released Claims, and further agrees to indemnify and save harmless
    such Taylor Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees,
    occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such EDRG Party
    against any Taylor Party in violation of the terms and conditions of this Agreement. In the event that any EDRG Party brings
    a suit against any Taylor Party in violation of this covenant, EDRG agrees to pay any and all costs of the Taylor Parties,
    including attorneys’ fees, incurred by such Taylor Parties in challenging such action. Any Taylor Party is an intended
    third-party beneficiary of this Agreement. 
	 	 	 
	 	(b)	Each
    of the Taylor Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action,
    or cause of action against any EDRG Party related to the Taylor Released Claims, and further agrees to indemnify and save
    harmless such EDRG Parties from and against any and all losses, including, without limitation, the cost of defense and legal
    fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Taylor
    Party against any EDRG Party in violation of the terms and conditions of this Agreement. In the event that any Taylor Party
    brings a suit against any EDRG Party in violation of this covenant, Taylor agrees to pay any and all costs of EDRG Parties,
    including attorneys’ fees, incurred by such EDRG Parties in challenging such action. Any EDRG Party is an intended third-party
    beneficiary of this Agreement. 


 


7.
Affirmations.


 


	 	(a)	Each
    EDRG Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against
    any Taylor Party in any forum or form and should any such charge or action be filed by any EDRG Party or by any other person
    or entity on any EDRG Party’s behalf involving matters covered by Section 5(a), EDRG agrees to promptly give the agency
    or court having jurisdiction a copy of this Agreement and inform them that any such claims any such EDRG Party might otherwise
    have had are now settled. 
	 	 	 
	 	(b)	Each
    Taylor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action
    against any EDRG Party in any forum or form and should any such charge or action be filed by any Taylor Party or by any other
    person or entity on any Taylor Party’s behalf involving matters covered by Section 5(b), Taylor agrees to promptly give
    the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Taylor party
    might otherwise have had are now settled. 
	 	 	 
	 	(c)	This
    is a compromise and settlement of potential or actual disputed claims and is made solely for the purpose of avoiding the uncertainty,
    expense, and inconvenience of future litigation. Neither this Agreement nor the furnishing of any consideration concurrently
    with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any
    liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge
    that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult
    legal counsel. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns and
    agents and anyone claiming by, through or under the Parties hereto.


 




    	4



    	 



    

 


	8.	Notices.
    All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”)
    shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address that may be designated
    by the receiving party from time to time in accordance with this Section 8). All Notices shall be delivered by personal delivery,
    nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission)
    or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in
    this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice
    has complied with the requirements of this Section 8.


 


If
to EDRG:


 


Eight
Dragons Company


Attn:
Una Taylor


100
SE 2nd Street, Suite 2000


Miami,
FL 33131


Email:
una.taylor@8drg.com


 


With
a copy, which shall not constitute notice, to:


 


John
Cacomanolis


Legal
& Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, FL. 33401


Email:
jcacomanolis@legalandcompliance.com


 


If
to Taylor:


 


Una
Taylor


100
SE 2nd Street, Suite 2000


Miami,
FL 33131


Email:
una.taylor@8drg.com


 


	9.	Governing
    Law and Interpretation. This Agreement shall be governed and controlled by and in accordance with the laws of the State
    of Florida without regard to its conflict of laws provisions. Venue for any action brought to enforce the terms of this Agreement
    or for breach thereof shall lie exclusively in the state and federal courts located in Palm Beach County, Florida. Should
    any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be
    modified to be enforceable, excluding the general release language, such provision shall immediately become null and void,
    leaving the remainder of this Agreement in full force and effect. The Parties affirm that this Agreement is the product of
    negotiation and agree that it shall not be construed against any Party on the basis of sole authorship. The Parties agree
    that the successful Party in any suit related to this Agreement (as determined by the applicable court(s)) shall be entitled
    to recover its reasonable attorneys’ fees and expenses related thereto, including attorneys’ fees and costs incident
    to an appeal. 
	 	 
	10.	WAIVER
    OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT HE OR IT MAY HAVE
    TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
    CONTEMPLATED HEREIN OR THE PERFORMANCE THEREOF (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
    CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
    OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
    OTHER PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
    IN THIS SECTION 10.


 




    	5



    	 



    

 


	11.	Remedies.
    Each of the Parties acknowledges and agrees that the remedy at law available to the other Party for breach of any Party’s
    obligations under this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible
    to being measured in monetary terms. Accordingly, each Party acknowledges, consents and agrees that, in addition to any other
    rights or remedies that any Party may have at law, in equity or under this Agreement, upon adequate proof of a violation by
    any other Party of any provision of this Agreement, the first Party will be entitled to seek immediate injunctive relief and
    may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage
    or requirement to post a bond.
	 	 
	12.	Non-admission
    of Wrongdoing. The Parties agree neither this Agreement nor the furnishing of the consideration for same shall be deemed
    or construed at any time for any purpose as an admission by any Party of any liability or unlawful conduct of any kind.
	 	 
	13.	Entire
    Agreement; Severability. This Agreement and the exhibits attached hereto sets forth the entire agreement between the Parties
    with respect to the subject matter hereof and fully supersedes any prior agreements or understandings between the Parties
    with respect to the subject matter hereof. The Parties acknowledge that each has not relied on any representations, promises,
    or agreements of any kind made to the other in connection with each Party’s decision to accept this Agreement, except
    for those set forth in this Agreement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable
    under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall
    be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof; and the remaining
    provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable
    provision or by its severance herefrom. The Parties have participated in the drafting and negotiation of this Agreement and
    if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the
    Parties thereto and no presumption of burden of proof shall arise favoring or burdening any Party by virtue of the authorship
    of any provision in this Agreement. 
	 	 
	14.	Amendment.
    This Agreement may not be modified, altered or changed except upon express written consent of all Parties wherein specific
    reference is made to this Agreement.
	 	 
	15.	Headings.
    The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties
    to this Agreement.
	 	 
	16.	Waiver.
    Waiver of any term or condition of this Agreement by any Party shall only be effective if in writing and shall not be construed
    as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition
    of this Agreement.
	 	 
	17.	Binding
    Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
    permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all
    or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other
    Party, which any such Party may withhold in its absolute discretion. Any purported assignment without such prior written consent
    shall be void.
	 	 
	18.	No
    Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies or claims upon any person or entity
    not a Party or a permitted assignee of a Party to this Agreement.
	 	 
	19.	Expenses.
    Except as expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions
    contemplated hereby shall be paid by the Party incurring such costs and expenses.
	 	 
	20.	Counterparts.
    This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were
    upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.


 


[Signatures
appear on following page]


 




    	6



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the Effective Date:


 


	 	Eight
    Dragons Company
	 	 
	 	By:
    	/s/
    Una Taylor
	 	Name:
    	Una
    Taylor
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Una
    Taylor
	 	 
	 	By:
    	/s/
    Una Taylor
	 	Name:
    	Una
    Taylor


 




    	7



    	 



    

 


Exhibit
A


 


IRREVOCABLE
STOCK POWER


for
shares of


EIGHT
DRAGONS COMPANY


 


FOR
VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Una Taylor (“Seller”) hereby assigns, transfers,
and conveys to Eight Dragons Company, a Nevada corporation (the “Company”), all of Seller’s right, title, and
interest in and to (i) 9,710,295 shares of common stock, par value US$0.0001 per share, of the Company, represented by Certificate
No. __________________ and (ii) 1,000,000 shares of preferred stock, par value US$0.0001 per share, of the Company, represented
by Certificate No. __________________; and hereby irrevocably appoints each of the Secretary and the Chief Executive Officer of
the Company, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution
in the premises.


 


Date:
December 26, 2017


 


	Una
    Taylor	 
	 	 
	By:		 
	Name:	Una
    Taylor 	 


 



    	8