Exhibit 2
RETURN TO TREASURY AGREEMENT
THIS AGREEMENT is made as of the 22nd day of January, 2002
BETWEEN:
CIRUS TELECOM, INC., a body corporate formed pursuant to the
laws of the State of Delaware and having an office for
business located at 0000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
(the "Company")
AND:
UNIVERSAL NETWORK SOLUTIONS, INC., a body corporate formed
pursuant to the laws of the State of Delaware, and significant
shareholder of the Company
(the "Shareholder").
WHEREAS:
A. The Shareholder is the registered and beneficial owner of 9,200,000 shares of
the Company's common stock.
B. The Company has negotiated the acquisition by the Company by way of merger of
THC Internet Solutions, Inc.
C. As a condition to the aforementioned merger, the Shareholder has agreed to
return 1,000,000 shares of the Company's common stock (the "Surrendered Shares")
held by it 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, signatures
medallion 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 that certain Agreement and Plan of Merger entered into by, inter
alia, the Company and THC Internet Solutions, Inc., to retire the Surrendered
Shares pursuant to ss.243 of the Delaware General Corporation Law.
Condition Precedent
3. Notwithstanding any other provision herein, in the event that the
transactions contemplated by that certain Agreement and Plan of Merger entered
into by, inter alia, the Company and THC Internet Solutions, Inc. do not close
on or before the deadline set forth is said Agreement and Plan of Merger, 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 it is the owner
of the Surrendered Shares and that it 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.
CIRUS TELECOM, INC.
By: Xxxx Xxxxxxxxxxxxx
-----------------------------
Xxxx Xxxxxxxxxxxxx, President
UNIVERSAL NETWORK
SOLUTIONS, INC.
By: Xxxxxx Xxxx, President
--------------------------
Xxxxxx Xxxx, President
