CANCELATION AGREEMENT
THIS CANCELATION AGREEMENT, dated as of 17
November, 2010 (the “Agreement”), is entered into
by and among Alterola Biotech Inc., a Nevada corporation with headquarters
located at 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxx Xxxx, XX (the “Company”) and Xxxxx Xxxxxxx
(the “Stockholder”).
WITNESSETH:
WHEREAS, Stockholder is the
chief executive officer and director of the Company;
WHEREAS, it is the intent of
the Company and Stockholder to cancel Stockholder’s Shares (as defined
below);
WHEREAS, the Stockholder
wishes to cancel an aggregate of 40,000,000 shares of common stock of the
Company (“Shares”) owned
by the Stockholder, subject to and upon the terms and conditions of this
Agreement.
NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. AGREEMENT
TO EXCHANGE.
a. Cancelation of Common
Stock. Subject to the terms and conditions of this Agreement,
Stockholder hereby agrees to cancel the Shares upon the terms described herein,
for such consideration as is described in Section 1(b) below.
b. Consideration; Delivery of
Certificates. As consideration for the cancellation of Shares,
the Company agrees to issue to Stockholder a number of options to purchase
shares of the Company’s common stock as shall in the future be determined by the
Company’s board of directors.
2. STOCKHOLDER’S
REPRESENTATIONS AND WARRANTIES.
The
Stockholder represents and warrants to, and covenants and agrees with, the
Company as follows:
a. Stockholder
hereby represents that he owns, directly or indirectly, all of the Shares being
canceled pursuant to this Agreement free and clear of any and all liens, other
than restrictions on transfer under applicable securities laws and the
shares have not been pledged, sold, transferred or licensed to any third party
and are not the subject any litigation or dispute.
b. Stockholder
has made his own assessment and is satisfied concerning the relevant tax, legal
and other economic considerations relevant to the cancelation of Shares and has
independently evaluated the merits of his decision to consummate this
Agreement.
3. COMPANY REPRESENTATIONS,
ETC. The Company represents and warrants to the
Stockholder, as of the date hereof that, except as otherwise provided
herein:
a. Transaction Documents and
Stock. This Agreement and the transactions contemplated
hereby, have been duly and validly authorized by the Company, this Agreement has
been duly executed and delivered by the Company and this Agreement, when
executed and delivered by the Company, will be a valid and binding obligation of
the Company, enforceable in accordance with its respective terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.
b. Authorized
Shares. The authorized capital stock of the Company consists
of 140,000,000 shares of Common Stock, of which 132,730,000 shares are
outstanding as of the date hereof and 10,000,000 shares of Preferred Stock,
$0.001 par value, of which zero are issued and outstanding as of the date
hereof.
4. GOVERNING LAW;
MISCELLANEOUS.
a. (i) This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the conflict of
laws. Each of the parties consents to the exclusive jurisdiction of
the federal courts whose districts encompass any part of the County of New York
or the state courts of the State of New York sitting in the County of New York
in connection with any dispute arising under this Agreement and hereby waives,
to the maximum extent permitted by law, any objection, including any objection
based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is improper.
To the extent determined by such court, the Company shall reimburse the
Stockholder for any reasonable legal fees and disbursements incurred by the
Stockholder in enforcement of or protection of any of its rights
herein. Nothing in this Section shall affect or limit any right to
serve process in any other manner permitted by law.
(ii) The
Company and the Stockholder acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof and thereof, this
being in addition to any other remedy to which any of them may be entitled by
law or equity.
b. Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.
c. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.
d. All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
e. A
facsimile or electronic mail transmission of this signed Agreement shall be
legal and binding on all parties hereto.
f. This
Agreement may be signed in one or more counterparts, each of which shall be
deemed an original.
g. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.
h. If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
i. This
Agreement may be amended only by the joint consent of the parties
hereto.
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j. This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.
k. JURY TRIAL
WAIVER. The Company and the Stockholder hereby waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter arising out or in
connection with this Agreement.
IN WITNESS WHEREOF, this
Agreement has been duly executed by the Stockholder and the Company as of the
date set first above written.
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ALTEROLA
BIOTECH INC.
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By:
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/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President | ||
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STOCKHOLDER:
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/s/ Xxxxx Xxxxxxx
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Xxxxx
Xxxxxxx
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