RETURN TO TREASURY AGREEMENT
THIS AGREEMENT is made as of the 21st day of April, 2006
BETWEEN:
PACIFIC NORTHWEST PRODUCTIONS INC., a corporation formed pursuant to
the laws of the State of Nevada and having an office for business
located at 0000 Xxxxx Xxxx, Xxxxxx, X.X. Xxxxxx X0X 0X0
(the "Company")
AND:
XXXXXX XXXXX, an individual having an address located at 0000 Xxxxx
Xxxx, Xxxxxx, X.X. Xxxxxx X0X 0X0
(the "Shareholder").
WHEREAS:
A. The Shareholder is the registered and beneficial owner of 500,000
shares of the Company's common stock.
B. The Company has entered into a Share Purchase Agreement with Xian
Tsining Housing Development Co., Ltd., a company formed pursuant to the laws of
the People's Republic of China, and certain other parties (the "Purchase
Agreement").
C. As a condition to the aforementioned Purchase Agreement, the
Shareholder has agreed to return 500,000 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 enure 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.
PACIFIC NORTHWEST PRODUCTIONS INC.
By: /s/ LU PINGJI
-------------------------------
Lu Pingji,
Chief Executive Officer
/s/ XXXXXX XXXXX
-------------------------------
Xxxxxx Xxxxx
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