Share Cancellation and Loan Agreement SHARE CANCELLATION AND LOAN AGREEMENT
Exhibit
10.2
THIS
SHARE CANCELLATION AND LOAN AGREEMENT (“Agreement”), dated as of December 24,
2009, by and between Covenant Group Holdings Inc. ("CGH") and Xxxx Xxxxx
("Xxxxx") (each a “Party” and together the “Parties”).
The
Parties acknowledge that the execution and effectiveness of this Agreement is a
closing condition of the Share Exchange Agreement by and among CGH and Everest
Resources Corp. (ERC”) and the Shareholders of CGH (the “Share Exchange
Agreement”).
Sidhu represents
and warrants that he is the legal and beneficial owner and otherwise owns all
right, title and interest without encumbrances or liens to 5 million shares of
ERC common stock, par value $.00001 (the “Sidhu Shares”). In
connection with the Share Exchange Agreement, Sidhu hereby agrees to cancel all
of the Sidhu Shares in exchange for the payment of $290,000 by CGH to
Sidhu.
Upon
the effective date of this Agreement, CGH shall pay Sidhu immediately $100,000
by wire transfer and deliver a note in the principal amount of $190,000 payable
to Sidhu pursuant to the loan agreement set forth in this
Agreement (the “Note”). For this consideration, Sidhu shall cancel
4.5 million Sidhu Shares by marking cancellation on his share certificate for
such amount of shares and delivering such certificate to CGH. Upon
full payment of the principal amount of the Note by CGH to Sidhu, Sidhu shall
cancel his remaining 500,000 shares by marking cancellation on such share
certificate for such amount and delivering such certificate to CGH.
Pursuant
to this Agreement, Sidhu hereby agrees to loan CGH the principal amount of
$190,000 payable on or before the 90th calendar day following the Effective Date
of this Agreement and evidenced by the Note attached hereto as Annex 1 to this
Agreement. The Parties agree that Sidhu may keep in Sidhu’s record
name 500,000 Sidhu Shares as collateral, but must cancel such Shares as
referenced above upon full payment by CGH of the principal amount of the Note
pursuant to the terms of this Agreement.
This
Agreement shall be governed under Pennsylvania law without regard to its choice
of law rules and may be executed in counterparts.
[signature
page follows]
IN
WITNESS WHEREOF, the Parties hereto have duly executed and delivered this
Agreement as of the date first above written (the “Effective
Date”).
COVENANT
GROUP HOLDINGS INC.
By /s/ Xxxxxxx
Xxxx
Xxxxxxx
Xxxx, its President
XXXX
XXXXX
By /s/ Xxxx
Xxxxx
Xxxx
Xxxxx
