EXHIBIT 2.1.4
FORM OF
CANCELLATION AGREEMENT
This Cancellation Agreement (this "Agreement") is made as of May ___, 2004
between Southwest Mortgage Corp., a Delaware corporation ("Southwest") and Xxxx
Xxxxxxxxxx, an individual residing in Dallas, Texas ("Xxxxxxxxxx").
RECITALS
WHEREAS, Xxxxxxxxxx is the holder of 6,093,000 million non-certificated
shares (the "Shares") of Southwest's common stock;
WHEREAS, on even date, Southwest intends to consummate a stock exchange
transaction as contemplated by that certain Stock Exchange Agreement by and
among Southwest, Sales Lead Management Inc. ("SLM"), the stockholders of SLM,
and Xxxxxxxxxx; and
WHEREAS, as a condition to closing the above referenced stock exchange
transaction, Xxxxxxxxxx must cancel 6,083,000 Shares, and Xxxxxxxxxx is willing
to have said number of Shares cancelled such that upon the closing of the
exchange transaction Xxxxxxxxxx will own 10,000 Shares of Southwest's common
stock; and
WHEREAS, the number of shares referenced are as adjusted to reflect the
one for .6093 reverse split of Southwest's common stock effective on even date.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereto, intending
to be legally bound, agree as follows:
8 Cancellation of shares. EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT,
XXXXXXXXXX SHALL HAVE FORFEITED ALL RIGHTS, TITLE AND INTEREST IN AND TO
6,083,000 SHARES AND SAID SHARES SHALL BE DEEMED CANCELLED AND RETURNED TO THOSE
AUTHORIZED AND AVAILABLE FOR ISSUANCE BY SOUTHWEST. AS FURTHER CONSIDERATION FOR
THE CANCELLATION, SLM AGREES TO PAY TO XXXXXXXXXX THE AMOUNT OF $10,000 ON THE
EXECUTION DATE OF THIS AGREEMENT.
9 general provisions
9.1 FURTHER ASSURANCES. Each party hereto agrees to perform any further acts and
to execute and deliver any further documents which may be reasonably necessary
to carry out the provisions of this Agreement.
9.2 SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
9.3 MODIFICATION. This Agreement may not be changed except in a writing signed
by the person(s) against whose interest such change shall operate.
9.4 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first written above.
SOUTHWEST:
Southwest Mortgage Corp.
By:
Xxxx Xxxxxxxxxx, President
XXXXXXXXXX:
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Xxxx Xxxxxxxxxx
Acknowledged and accepted for purposes of Paragraph 1. only by
Sales Lead Management Inc. on this the ____ day of May, 2004
SALES LEAD MANAGEMENT INC.
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Xxxxx X. Xxxxx, President
