PREFERRED STOCK CANCELLATION AGREEMENT
Exhibit 10.2
THIS PREFERRED STOCK
CANCELLATION AGREEMENT (this “Agreement”) is made and
entered into effective as of March 27 , 2017, by and between HotApp
International Inc., a Delaware corporation (the
“Company” or “HotApp”), and Singapore
eDevelopment Ltd. (the
“Stockholder”).
WITNESSETH:
WHEREAS, the Company created a series of preferred
stock called the Perpetual Preferred Stock (the “Preferred
Stock”); and
WHEREAS, the Stockholder is the record and beneficial
owner of a total of 13,800,000 shares of the Preferred stock,
$0.00001 par value per share;
WHEREAS, the
Stockholder has requested that the Preferred Stock be cancelled;
and
WHEREAS, the Company and the Stockholder have entered
into negotiations regarding common stock of the Company and the
conversion of debt between the two companies;
and
WHEREAS, following the approval of the stockholders
of the Corporation, the Corporation is proposing to amend its
Articles of Incorporation to increase the number of its authorized
shares of Common Stock to 1,000,000,000 shares, to the
Company’s Articles of Incorporation to effect such increase
in the authorized shares of the Company, and that the Articles of
Amendment will be effective upon filing with the Secretary of State
for the State of Delaware; and
NOW,
THEREFORE, in
consideration of the foregoing recitals and the mutual agreements
set forth herein, and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Cancellation
of Shares. Upon the terms and subject to the
conditions set forth in this Agreement, upon execution hereof, the
Stockholder shall deliver to the Company certificates representing
the Preferred Stock, duly executed for cancellation, or accompanied
by stock powers duly executed in blank (with a medallion guarantee
or such other evidence of signature as the Company’s transfer
agent may require) whereupon the officers of the Company shall
cancel such Preferred Stock by delivering the Preferred Stock to
the Company’s Secretary for cancellation.
2. Representations
of Stockholder. The
Stockholder represents and warrants to the Company, as of the date
hereof, that:
a.
Stockholder
has the legal capacity to execute, deliver and perform the
obligations under this Agreement. This Agreement has
been duly executed and delivered by Stockholder and is a valid and
legally binding agreement of Stockholder enforceable against it in
accordance with its terms.
b.
Stockholder
is the sole holder of record of the Preferred Stock, and is the
beneficial owner of the Preferred Stock, free and clear of all
liens, and there exists no restriction on the transfer of the
Preferred Stock to the Company. Upon execution hereof,
Stockholder shall deliver to the Company at good and marketable
title to the Preferred Stock free and clear of all
liens.
c.
No
action has been taken by Stockholder that would give rise to a
claim against the Company for a brokerage commission,
finder’s fee or other like payment with respect to the
transactions contemplated by this Agreement.
d.
Stockholder
agrees that it is the sole holder of the Preferred Stock and
Stockholder’s obligation to cancel the Preferred Stock in
this Agreement satisfies Sections 222, 242, and 228 of the State of
Delaware General Corporation Code regarding stockholder consent and
waiver of stockholder notice.
4. Governing
Law.
This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware
without regard to conflict-of-laws rules.
5. Undertakings.
Each of Stockholder and the Company hereby agrees
to take whatever additional action and execute whatever additional
documents may be reasonably necessary or advisable in order to
carry out or effect one or more of the provisions of this
Agreement.
6. Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same
instrument.
7. Entire
Agreement. This Agreement and the instruments to be delivered
by the parties pursuant hereto represent the entire understanding
and agreement between the parties and supersede all prior oral and
written and all contemporaneous oral negotiations, commitments and
understandings.
APPROVED:
|
HotApp International Inc.
|
Singapore eDevelopment, Ltd.
|
|
By: /s/ Conn
▇▇▇▇▇▇▇▇
|
By: /s/
▇▇▇ ▇. ▇▇▇▇
|