SHARE CANCELLATION AGREEMENT
THIS AGREEMENT is dated for reference
the 6th day of
July, 2009.
BETWEEN:
(the “Company”)
AND:
Xxxxxxxx Xxxx
(the “Shareholder”)
WHEREAS:
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A.
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The
Shareholder is the registered and beneficial owner of 5,000,000 shares of
the Company’s common stock (the “Shares”);
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B.
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The Company
and the Shareholder recognize that cancelling the Shares will have a
positive effect on the Company’s ability to secure a business combination;
and
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C.
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The
Shareholder’s spouse, Xxxxx Xxxx, is retaining 7,000,000 shares of the
Company’s common stock under the terms of a re-organization and potential
business combination.
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NOW THEREFORE, in
consideration of the mutual promises set forth below and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Shareholder agree as follows:
Surrender
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1.
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The
Shareholder shall return all 5,000,000 of the Shares (the “Surrendered Shares”) to
the treasury of the Company and deliver to the Company share certificates
representing the Surrendered
Shares.
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a.
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The
Shareholder recognizes that sufficient consideration is provided by the
Company through the share cancellation agreement entered into by Xxxxx
Xxxx, the Shareholder’s spouse, pursuant to which Xxxxx Xxxx retains
7,000,000 shares of the Company’s common
stock.
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Retirement
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2.
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The Company
shall forthwith retire the Surrendered Shares pursuant to §78.283 of
Chapter 78 of the Nevada Revised
Statutes.
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Representations
and Warranties
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3.
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The
Shareholder represents and warrants to the Company
that:
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a.
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she is the
owner of the Surrendered Shares;
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b.
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she has good
and marketable title to the Surrendered Shares;
and
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c.
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the
Surrendered Shares are free and clear of all liens, security interests or
pledges of any kind whatsoever.
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1
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4.
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The Company
has obtained legal advice concerning this Agreement and has requested that
the Shareholder obtain independent legal advice with respect to same
before executing this Agreement. In executing this Agreement,
the Shareholder represents and warrants to the Company that she has been
advised to obtain independent legal advice, and that prior to the
execution of this Agreement she has obtained independent legal advice or
has, in his discretion, knowingly and willingly elected not to do
so.
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General
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5.
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Each party
shall execute and deliver such further and other documents and do and
perform such further and other acts as the other party may reasonably
require to carry out and give effect to the terms and intentions of this
Agreement.
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6.
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Time is
expressly declared to be of the essence in this
Agreement.
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7.
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This
Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
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8.
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This
Agreement is not assignable without the prior written consent of the
parties hereto.
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9.
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This
Agreement may be executed in counterparts, each of which shall be deemed
to be an original and all of which shall together constitute one and the
same Agreement. The delivery of executed copies of this
Agreement by fax shall constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
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IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first written
above.
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Per: /s/
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx, President and CEO
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Xxxxxxxx
Xxxx
/s/ Xxxxxxxx Xxxx
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