Cancellation Agreement
Exhibit
10.1
ENERGY
& TECHNOLOGY, CORP.
This
CANCELLATION AGREEMENT (the "Agreement"), dated as of May 19, 2009, by and among
Energy & Technology, Corp. (the "Company"), American Interest, LLC
("American Interest"), and Sfeir Family Trust ("Sfeir Trust") collectively
American Interest and Sfeir Trust, the "E&T Majority Shareholders",
contemplates the cancellation of 165,100,000 shares of E&T common stock, par
value $0.001 (the "Common Stock").
WHEREAS,
the Company validly issued American Interest 125,000,000 and Sfeir Trust
50,000,000 shares of Common Stock respectively; and
WHEREAS,
the E&T Majority Shareholders have agreed to cancel a total of 165,100,000
shares of the Common Stock (the "Cancellation"); and
WHEREAS,
after the Cancellation of contemplated in this Agreement, the Company will have
a total aggregate of 10,000,000 shares issued and outstanding.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
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1.
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Cancellation
of Securities. For future consideration of reissuing equal percentages of
Energy & Technology, Corp. shares which presently are 50% owned by
American Interest, LLC., and 20% presently owned by the Sfeir Family Trust
of Energy & Technology, Corp. all outstanding and authorized shares
American Interest hereby agrees to cancel 118,046,500 shares of Common
Stock and Sfeir Trust hereby agrees to cancel 47,053,500 shares of Common
Stock.
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2.
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Waiver.
The E&T Majority Shareholders hereby waive any and all rights and
interests they have, had or may have with respect to the cancelled Common
Stock.
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3.
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Effective
Date. This Agreement shall become effective upon the closing of this
Agreement.
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4.
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Headings.
The headings of this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of, this
Agreement.
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5.
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Severability.
In the event that any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof.
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6.
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Entire
Agreement; Amendments. This Agreement contains the entire understanding of
the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein, neither the Company nor the
E&T Majority Shareholders makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with
enforcement.
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7.
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Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
ENERGY
& TECHNOLOGY CORP.
By: /s/ Xxxxxx X.
Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
President and Director
AMERICAN
INTEREST, LLC
By: /s/ Xxxxxx X.
Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Partner
SFEIR
FAMILY TRUST
By: /s/ Xxxxxx X.
Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Trusty
