RETURN TO TREASURY AGREEMENT
THIS AGREEMENT is made as of the 6th day of December, 2005
BETWEEN:
COVENTURE INTERNATIONAL INC., a corporation formed pursuant to the
laws of the State of Delaware and having an office for business
located at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, PO Box 1900, Xxxxxxxx,
Xxxxxxx Canada T4C 1
(the "Company")
AND:
XXXX XXXXXX, an individual having an address located at 000 Xxxxx
Xxxxxx Xxxx, Xxxxx 000, PO Box 1900, Xxxxxxxx, Xxxxxxx Canada T4C 1
(the "Shareholder").
WHEREAS:
A. The Shareholder is the registered and beneficial owner of 5,971,178
shares of the Company's common stock.
B. The Company has entered into an Share Purchase Agreement with Xi'an
Xilan Natural Gas Co., Ltd., a company formed pursuant to the laws of the
People's Republic of China, and certain other parties (the "Purchase
Agreement").
C. As a condition to the aforementioned Purchase Agreement, the Shareholder
has agreed to return the 5,971,178 shares of the Company's common stock (the
"Surrendered Shares") held by him to the treasury of the Company for the sole
purpose of the Company retiring the Surrendered Shares.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and sum of $1.00 now paid by the Company to the Shareholder, the receipt and
sufficiency whereof is hereby acknowledged, the parties hereto hereby agree as
follows:
Surrender of Shares
1. The Shareholder hereby surrenders to the Company the Surrendered Shares
by delivering to the Company herewith a share certificate or certificates
representing the Shares, duly endorsed for transfer in blank, signatures
medallion guaranteed. The Company hereby acknowledges receipt from the
Shareholder of the certificates for the sole purpose of retiring the Surrendered
Shares.
Retirement of Shares
2. The Company agrees, subject to section 3 hereof, to forthwith after the
closing of the Merger Agreement to retire the Surrendered Shares pursuant to
ss.243 of the Delaware General Corporation Law.
Condition Precedent
3. Notwithstanding any other provision herein, in the event that the
transactions contemplated by the Purchase Agreement do not close on or before
the deadline set forth is said Purchase Agreement, this Agreement shall
terminate and the Company shall forthwith return to the Shareholder the
certificates representing the Surrendered Shares.
Representations and Warranties
4. The Shareholder represents and warrants to the Company that it is the
owner of the Surrendered Shares and that it has good and marketable title to the
Surrendered Shares and that the Surrendered Shares are free and clear of all
liens, security interests or pledges of any kind whatsoever.
General
5. Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
6. Time is expressly declared to be the essence of this Agreement.
7. The provisions contained herein constitute the entire agreement among
the Company and the Shareholder respecting the subject matter hereof and
supersede all previous communications, representations and agreements, whether
verbal or written, among the Company and the Shareholder with respect to the
subject matter hereof.
8. This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
9. This Agreement is not assignable without the prior written consent of
the parties hereto.
10. This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
COVENTURE INTERNATIONAL INC.
By: /s/ XXXXXXX XX
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Xxxxxxx Xx,
Chief Executive Officer
/s/ XXXX XXXXXX
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Xxxx Xxxxxx
