RETURN TO TREASURY AGREEMENT
THIS
AGREEMENT is
made
as of the 23rd day of July, 2007 between:
CARTAN
HOLDINGS, INC.,
a
corporation formed pursuant to the laws of the State of Nevada and having an
office for business located at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, X.X.
Xxxxxx VGC 3E3 (the “Company”), and XXXXXX
XXXXXXX-XXXXXXX,
an
individual having an address located at 0000 Xxxxx Xxxxx, Xxxxxxx, XX, Xxxxxx
X0X 0XX, (the "Shareholder").
WHEREAS:
A. The
Shareholder is the registered and beneficial owner of 5,000,000 shares of the
Company's common stock.
B. The
Company has entered into a Share Exchange Agreement and Plan of Reorganization
with Sino Palace Holdings Limited., a company formed pursuant to the laws of
the
British Virgin Islands (the "Purchase Agreement").
C. As
a
condition to the aforementioned Purchase Agreement, the Shareholder has agreed
to return 4,750,000 shares of the Company's common stock (the "Surrendered
Shares") held by her to the treasury of the Company for the sole purpose of
the
Company retiring the Surrendered Shares.
NOW,
THEREFORE, THIS AGREEMENT WITNESSETH THAT
in
consideration of the premises and sum of $1.00 now paid by the Company to the
Shareholder, the receipt and sufficiency whereof is hereby acknowledged, the
parties hereto hereby agree as follows:
SURRENDER
OF SHARES
1.
The
Shareholder hereby surrenders to the Company the Surrendered Shares by
delivering to the Company herewith a share certificate or certificates
representing the Shares, duly endorsed for transfer in blank, notary guaranteed.
The Company hereby acknowledges receipt from the Shareholder of the certificates
for the sole purpose of retiring the Surrendered Shares.
RETIREMENT
OF SHARES
2. The
Company agrees, subject to section 3 hereof, to forthwith after the closing
of
the Purchase Agreement to retire the Surrendered Shares which shall become
authorized but unissued.
CONDITION
PRECEDENT
3. Notwithstanding
any other provision herein, in the event that the transactions contemplated
by
the Purchase Agreement do not close on or before the deadline set forth in
said
Purchase Agreement, this Agreement shall terminate and the Company shall
forthwith return to the Shareholder the certificates representing the
Surrendered Shares.
REPRESENTATIONS
AND WARRANTIES
4. The
Shareholder represents and warrants to the Company that she is the owner of
the
Surrendered Shares and that she has good and marketable title to the Surrendered
Shares and that the Surrendered Shares are free and clear of all liens, security
interests or pledges of any kind whatsoever.
GENERAL
5. Each
of
the parties will execute and deliver such further and other documents and do
and
perform such further and other acts as any other party may reasonably require
to
carry out and give effect to the terms and intention of this Agreement.
6. Time
is
expressly declared to be the essence of this Agreement.
7. The
provisions contained herein constitute the entire agreement among the Company
and the Shareholder respecting the subject matter hereof and supersede all
previous communications, representations and agreements, whether verbal or
written, among the Company and the Shareholder with respect to the subject
matter hereof.
8. This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
9. This
Agreement is not assignable without the prior written consent of the parties
hereto.
10. This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies
of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
IN
WITNESS WHEREOF
the
parties have executed this Agreement effective as of the day and year first
above written.
BY: /s/ Xxxxxx
Xxxxxxx-Xxxxxxx
Name:
Xxxxxx Xxxxxxx-Xxxxxxx
Title:
President and CEO
/s/ Xxxxxx
Xxxxxxx-Xxxxxxx
Xxxxxx
Xxxxxxx-Xxxxxxx
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