SHARE CANCELLATION AGREEMENT
THIS AGREEMENT is dated for reference
the 6th day of
July, 2009.
BETWEEN:
(the
“Company”)
AND:
Xxxxxx Xxxxx
(the “Shareholder”)
WHEREAS:
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A.
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The
Shareholder is the registered and beneficial owner of 3,000,000 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 a portion of the Shares will
have a positive effect on the Company’s ability to effect a business
combination; and
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C.
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The Company
has no obligation to register the Shares according to the terms of the
subscription agreement between the Company and the
Shareholder.
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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 2,800,000 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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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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Registration
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3.
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The Company
shall prepare and file with the U.S. Securities and Exchange Commission
(the “SEC”), no
later than one hundred (100) days from the date of this Agreement, a
Registration Statement on Form S-1 under the Securities Act of 1933, as
amended (the “Registration Statement”), for the
registration for resale of 200,000 of the
Shares.
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4.
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The Company
shall use its best efforts (a) to have the Registration Statement declared
effective by the SEC no later than two hundred (200) days after the date
of this Agreement, and (b) to ensure that the Registration Statement
remains effective until all of the 200,000 Shares have been
sold.
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1
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Representations
and Warranties
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5.
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The
Shareholder represents and warrants to the Company
that:
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a.
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he is the
owner of the Surrendered Shares;
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b.
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he 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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6.
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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 he has been
advised to obtain independent legal advice, and that prior to the
execution of this Agreement he 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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7.
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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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8.
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Time is
expressly declared to be of the essence in this
Agreement.
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9.
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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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10.
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This
Agreement is not assignable without the prior written consent of the
parties hereto.
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11.
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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.
| Protecwerx
Inc.
Per:
/s/
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx, President and CEO
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Xxxxxx
Xxxxx
/s/ Xxxxxx Xxxxx
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