REDEMPTION AGREEMENT
This
Agreement (the “Agreement”) is made as of the 2nd day of April, 2007 by and
between Xxxx Acquisition II, Inc., a Delaware corporation having its offices
at
0000
Xxxxxxxxxxx Xx. Xxxx Xxxxx, XX 00000
(the
“Issuer”) and Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxx (collectively the
“Sellers”).
WITNESSETH:
WHEREAS,
the Sellers are the owners of 3,000,000 shares of the Issuer’s common stock, par
value $.0001 per share (“Common Stock”); and
WHEREAS,
the Sellers desire to sell to the Issuer, and the Issuer desires to purchase
from the Sellers, 2,850,000 shares of Common Stock owned by the Sellers (the
“Shares”), on and subject to the terms of this Agreement;
WHEREFORE,
the parties hereto hereby agree as follows:
1. Sale
of the Shares.
Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in this
Agreement, the Sellers shall sell the Shares to the Issuer, and the Issuer
shall
purchase the Shares from the Sellers for an aggregate purchase price (the
“Purchase Price”) equal to thirty-seven thousand five hundred dollars
($37,500.00).
2. Closing.
The
purchase and sale of the Shares shall take place upon execution and delivery
of
this Agreement (the “Closing”), to be held at such time and place as shall be
determined by the parties. At the Closing, the Sellers shall deliver to the
Issuer certificates for the Shares, duly endorsed in form for transfer to the
Issuer and the Issuer shall pay the Purchase Price for the Shares.
3. Representations
of Sellers.
(a) The
Sellers have all necessary power and authority to enter into and to perform
his
obligations hereunder. This Agreement constitutes the valid and binding
obligation of Sellers, enforceable against him in accordance with its terms,
subject to: (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.
(b) Sellers
own all rights, titles and interests in and to, and have the rights to transfer
to the Issuer, in connection with the redemption provided for herein, all of
the
Shares being redeemed by the Issuer, pursuant to the terms of this Agreement,
free and clear of all liens, security interests, charges and other
encumbrances.
4. Representations
of Issuer
(a) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Colorado.
(b) The
Issuer has all necessary corporate power and authority to enter into and to
perform its obligations under this Agreement, and the execution, delivery and
performance by the Issuer of this Agreement have been duly authorized by all
necessary action on the part of the Issuer and its board of directors. This
Agreement constitutes the valid and binding obligation of the Issuer,
enforceable against the Issuer in accordance with its terms, subject to: (i)
laws of general application relating to bankruptcy, insolvency and the relief
of
debtors; and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.
Page
2 of
2
5. Miscellaneous.
This
Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect
to
the subject matter of this Agreement. No part of this Agreement may be modified
or amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this Agreement,
or,
in the case of waiver, by the party granting the waiver. If any section, term
or
provision of this Agreement shall to any extent be held or determined to be
invalid or unenforceable, the remaining sections, terms and provisions shall
nevertheless continue in full force and effect. This Agreement shall be governed
and construed in accordance with the laws of the State of New York applicable
to
agreements executed and to be performed wholly within such State, without regard
to any principles of conflicts of law. This Agreement shall be binding upon
the
parties and their respective heirs, executors, administrators, legal
representatives, successors and assigns; provided, however, that neither party
may assign this Agreement or any of its rights under this Agreement without
the
prior written consent of the other party. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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/s/
Xxxxxx
Bettingers
Xxxxxx
Bettingers
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/s/
Xxxxx
Xxxx
Xxxxx
Xxxx
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/s/
Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
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XXXX
ACQUISITION II, INC..
By:
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx, President
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