SHARE CANCELLATION AGREEMENT
THIS
SHARE CANCELLATION AGREEMENT (this
“Agreement”), dated as of January 30, 2008, is made by and between Kingston
Mining Limited, a Nevada corporation (the “Company”) and Xxx Xxxxxxx
(the
“Holder”).
WHEREAS,
the Holder is currently the owner of three million (3,000,000) restricted shares
of common stock of the Company (the “Shares”);
WHEREAS,
the Holder desires to obtain a general release from the Company in exchange
for
the tender and cancellation of the Shares;
WHEREAS,
the Company desires to acquire the Shares for cancellation and enter into mutual
general releases with the Holder;
NOW,
THEREFORE, In consideration of the premises, covenants and releases hereof
and
other good and valuable consideration, the adequacy of which is acknowledged
and
agreed by all parties to be sufficient in all respects, the parties hereby
agree
as follows:
1. Tender
and Cancellation. The
Holder herewith tenders the Shares to the Company for the express purpose of
cancellation of the Shares on the books, records and share registry of the
Company to be deemed effective as of such date as deemed reasonably necessary
and convenient by the Company. This Agreement shall be deemed to constitute
a
bona fide stock power to facilitate tender and cancellation of the Shares
without supplemental documentation and express waiver on the part of the Company
of a medallion signature guaranty of the Holder.
2. Releases.
(a) In
consideration for the tender and cancellation of the Shares, the Company, except
with respect to the Holder’s obligations under this Agreement, hereby releases
and forever discharges the Holder from any and all claims, demands, proceedings,
causes of actions (including rights of contribution, if any) court orders,
obligations, contracts and agreements (express or implied), debts or liabilities
under or related to the Shares, the Company or its predecessors in interest,
including any liability or obligation arising under or pursuant to any
stockholder agreement, indemnity agreements, employment agreement or other
compensation agreement, accrued and unpaid compensation or any claim for
indemnification pursuant to the Governing Instruments of the Company, in each
case, whether known or unknown, suspected or unsuspected, both at law or in
equity, which the Company now has, ever had or hereafter has against the
Holder.
(b) In
consideration for the covenants and releases contained herein, the Holder,
except with respect to the Company’s obligations under this Agreement, hereby
releases and forever discharges the Company from any and all claims, demands,
proceedings, causes of actions (including rights of contribution, if any) court
orders, obligations, contracts and agreements (express or implied), debts or
liabilities under or related to the Shares or the Holder or his predecessors
in
interest, including any liability or obligation arising under or pursuant to
any
stockholder agreement, indemnity agreements, employment agreement or other
compensation agreement, accrued and unpaid compensation or any claim for
indemnification pursuant to the Governing Instruments of the Company, in each
case, whether known or unknown, suspected or unsuspected, both at law or in
equity, which the Holder now has, ever had or hereafter has against the
Company.
3. Further
Assurances.
Each of
the parties hereto shall promptly do such further acts and things, including
executing appropriate documents, as may be reasonably requested by the other
party to carry out the intent of this Agreement.
4. Amendments
and Supplements.
This
Agreement may not be amended, modified or supplemented by the parties hereto
in
any manner, except by an instrument in writing signed on behalf of the Holder
and the Company, as the duly authorized agent for the benefit of the Holder,
by
their duly authorized officers or representatives.
5. Non-Agency.
Nothing
in this Agreement shall be construed to constitute either party the agent of
the
other or to constitute the parties as partners or members of a joint venture,
nor shall any similar relationship be deemed to exist between them.
6. No
Waiver.
The
failure of any party to enforce at any time any of the provisions of this
Agreement shall not be construed to be a waiver of any such provision, nor
in
any way affect the validity of this Agreement or any part hereof or the right
of
such party thereafter to enforce each and every such provision. No waiver of
any
breach of or non-compliance with this Agreement shall be held to be a waiver
of
any other or subsequent breach or non-compliance.
7. Governing
Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the state of jurisdiction of the Company, without regard to conflicts
of
law rules.
8. Notice.
All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered in person or sent by facsimile or via a reputable
international overnight courier service to the parties to the Company as first
set forth above and to the Holder at the addresses set forth on the signature
page hereto (or at such other address for a party as shall be specified by
like
notice), and shall be deemed given on the date on which delivered by hand or
otherwise on the date of confirmed receipt.
9. Time
is of the Essence.
The
parties agree that time is of the essence and each party shall retain the right
of specific performance of the provisions herein without posting
bond.
10. Construction
of Agreement. The
titles and headings herein are for reference purposes only and shall not in
any
manner limit the construction of this Agreement which shall be considered as
a
whole. The words “include,” “includes” and “including” when used herein shall be
deemed in each case to be followed by the words “without limitation.”
11. Entire
Agreement, Assignability, etc. This
Agreement constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof. This Agreement is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder,
except as otherwise expressly provided herein, and shall not be assignable
by
operation of law or otherwise.
12. Severability.
The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
each of which shall remain in full force and effect.
13.
Counterparts.
This
Agreement may be executed in one or more counterparts, all of which together
shall constitute one and the same Agreement, and may be deemed duly executed
and
deemed duly delivered via facsimile.
14. Successors
and Assigns.
This
Agreement shall be binding on the legal representatives, successors and
permitted assigns of the parties hereto.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
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KINGSTON
MINING LIMITED
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By:
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/s/
Xxxxxx
Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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President
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HOLDER:
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/s/
Xxx
Xxxxxxx
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Xxx
Xxxxxxx
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