STOCK CANCELLATION AGREEMENT
Exhibit
10.1
This Stock Cancellation Agreement (this
“Agreement”) is made and entered into effective as of April 1, 2008, by and
between WestCoast Golf Experiences, Inc., a Nevada corporation (the “Company”),
and Xxxxx Xxxxx (the “Stockholder”).
WHEREAS, the Stockholder is the record
and beneficial owner of a total of 25,943,182 shares (the “Shares”) of the
Company’s common stock (post-13-for-1 forward stock split), par value $0.001 per
share (the “Common Stock”);
WHEREAS, the Board of Directors of the
Company has approved a proposed short-form merger agreement (the “Other
Agreement”), pursuant to which the Company shall merge with its wholly-owned
subsidiary, which General Mayhem LLC, a California limited liability company,
previously merged into; and
WHEREAS, the Stockholder desires to
have cancelled and the Company desires to cancel all of the Shares in exchange
for certain computer equipment of the Company and repayment of certain debt of
the Company held by the Stockholder (the “Consideration”).
NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual agreements set forth herein, the parties
hereto agree as follows:
1. Cancellation of
Shares. Upon the terms and subject to the conditions set forth
in this Agreement, at Closing (as defined below), the Stockholder’s Shares are
hereby cancelled and shall be of no further force or effect. At the Closing,
Stockholder shall deliver to the Company the certificate or certificates
representing the Shares, duly executed for cancellation, or accompanied by stock
powers duly executed in blank (with a medallion guarantee or such other evidence
of signature as the Company’s transfer agent may require).
2. Payment of
Consideration. At the Closing, the Company shall pay and
deliver the Consideration to the Stockholder.
3. Closing. Subject
to the satisfaction or waiver of the conditions set forth in Section 5 of this
Agreement (other than conditions with respect to actions to be taken at the
Closing), the consummation of the transactions contemplated hereby (the
“Closing”) shall take place at the offices of the Company or at such other place
as the parties may mutually agree, simultaneously with the consummation of the
transactions contemplated by the Other Agreement or such other date as the
parties may mutually agree (the “Closing Date”).
4. Representations of
Stockholder. The Stockholder represents and warrants to the
Company, as of the date hereof and the Closing Date, that:
a. Stockholder
has the legal capacity to execute, deliver and perform his obligations under
this Agreement. This Agreement has been duly executed and delivered
by Stockholder and is a valid and legally binding agreement of Stockholder
enforceable against him in accordance with its terms.
1
b. Stockholder
is the sole holder of record of the Shares, and is the beneficial owner of the
Shares, free and clear of all Liens, and there exists no restriction on the
transfer of the Shares to the Company. Stockholder shall deliver to
the Company at Closing good and marketable title to the Shares free and clear of
all Liens.
c. Stockholder
is not the record or beneficial holder of any shares of Common Stock other than
the Shares.
d. No action
has been taken by Stockholder that would give rise to a claim against the
Company for a brokerage commission, finder’s fee or other like payment with
respect to the transactions contemplated by this Agreement.
5. Conditions to
Closing.
a. The
obligations of Stockholder at Closing are subject to his receipt of the
Consideration for the Shares.
b. The
obligations of the Company at Closing are subject to its receipt of the
certificate or certificates evidencing the Shares, duly endorsed in blank or
accompanied by duly executed stock powers, with a medallion guarantee or such
other evidence of signature as the Company’s transfer agent may
require.
6. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada without regard to
conflict-of-laws rules.
7. Undertakings. Each
of Stockholder and the Company hereby agrees to take whatever additional action
and execute whatever additional documents may be reasonably necessary or
advisable in order to carry out or effect one or more of the provisions of this
Agreement, including a change by the Company of its corporate name.
8. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
9. Entire
Agreement. This Agreement and the agreements and instruments
to be delivered by the parties on Closing represent the entire understanding and
agreement between the parties and supersede all prior oral and written and all
contemporaneous oral negotiations, commitments and understandings.
[Signatures
on Following Page]
2
IN WITNESS WHEREOF, the
parties have executed this Stock Repurchase Agreement as of the day and year
first indicated above.
|
|
By: |
/s/ Xxxxx
Xxxxx
|
||
|
|
Xxxxx
Xxxxx
|
|||
|
|
|
|
WestCoast Golf Experiences,
Inc.,
a
Nevada corporation
|
||||
|
|
By: |
/s/ Xxxxxxx Xxxxxxx
|
||
|
|
Xxxxxxx
Xxxxxxx, President
|
