AGREEMENT
This Agreement (this "Agreement") is entered into on July 12, 2006 by and
between American Goldfields Inc., a Nevada corporation (the "Corporation"),
and Xxxxxx Xxxx (the "Shareholder").
WHEREAS, Shareholder is the owner of 3,000,000 shares (the "Shares") of
the Corporation's common stock and is also an officer and a director of the
Corporation; and
WHEREAS, pursuant to and subject to the terms and conditions of this
Agreement, the parties hereto desire that Shareholder grant to the Corporation
an option to redeem any or all of the Shares for a redemption price of $0.01
per share.
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth below, the parties agree as follows:
1. Redemption Option.
1.1 Grant of Option to Redeem. Shareholder hereby grants to
the Corporation the irrevocable right (the "Redemption Option") to purchase
all or any portion of the Shares. The purchase price for any Shares purchased
by the Corporation pursuant to this Redemption Option shall be $0.01 per
Share. The right of the Corporation hereunder shall attach to the Shares,
until and unless terminated by the written agreement of the Corporation.
Accordingly, if the Corporation exercises its right to redeem a portion of
such Shares, at any time thereafter the Corporation can send subsequent
notices to Shareholder exercising its right to redeem additional portions of
the Shares purchased upon exercise of this Redemption Option. There is no
minimum amount of Shares which need to be redeemed by the Corporation pursuant
to its Redemption Option hereunder.
1.2 Exercise of Option to Redeem. In order to exercise such
Redemption Option, the Corporation shall send Shareholder written notice of
its intention to exercise its right hereunder, indicating how many of the
Shares it is purchasing. No later than ten (10) business days after the
delivery of said notice, the Corporation shall pay the applicable purchase
price thereof, and Shareholder shall deliver to the Corporation the stock
certificate evidencing the Shares, duly endorsed in blank or accompanied by
stock powers duly executed in blank, signature medallion guaranteed, in proper
form for transfer to the Corporation. Shareholder also agrees to execute and
deliver any other documents and instruments requested by the Corporation,
including without limitation, making representations and warranties with
respect to the title and ownership of the Shares.
1.3 Restricted Securities; Legend. Shareholder agrees that
he shall not, directly or indirectly, sell, exchange, pledge, hypothecate,
transfer, gift, grant an irrevocable proxy with respect to, devise, assign or
in any other way dispose of, encumber or grant a security interest in, any of
the Shares or any interest therein. The
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Shareholder agrees and acknowledges that said restriction is in addition to
all applicable securities laws and regulations. The certificates evidencing
the Shares shall contain a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of the
certificates for such shares):
THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO AN OPTION PURSUANT TO THE
AGREEMENT DATED JULY 12, 2006 BY AND
BETWEEN AMERICAN GOLDFIELDS INC. AND
THE HOLDER HEREOF.
1.4 Shareholders' Agreement. The Corporation and the
Shareholder are parties to a Shareholders' Agreement dated as of February 10,
2004 relating to, among other things, the voting of the Shares and a transfer
restriction thereon. The Corporation and the Shareholder agree that the
execution and delivery of this Agreement shall not result in a breach or
violation of any of the terms or provisions of said Shareholders' Agreement
and said Shareholders' Agreement shall remain in full force and effect as
provided therein, other than Section 2.1 thereof which shall hereby be amended
to reflect the Redemption Option.
The execution by the Shareholder to this Agreement shall be deemed
to result in his agreement to amend the Shareholders' Agreement by adding the
following at the end of Section 2.1 thereof:
"Notwithstanding the foregoing Transfer restrictions, the grant of
the Redemption Option by the Shareholder to the Corporation
pursuant to the terms and provisions of the Agreement dated as of
June 15, 2006 between the parties thereto shall be permitted."
2. General Provisions.
2.1 Further Assurances. Shareholder and the Corporation
shall execute and deliver such further instruments of conveyance, transfer and
assignment, cooperate and assist in providing information for making and
completing regulatory filings, and take such other actions as Shareholder or
the Corporation, as the case may be, may reasonably require of the other party
to evidence or effectuate the transactions contemplated hereunder.
2.2 Amendment. This Agreement may not be amended or
otherwise modified, except by an instrument in writing signed by, or on behalf
of, each of the parties hereto.
2.3 Governing Law. This Agreement (including the documents
and instruments referred to herein) shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Nevada, without regard to principles of conflicts of laws.
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2.4 Counterparts. This Agreement may be executed by fax and
in one or more counterparts, all of which together shall constitute a single
agreement. If any provisions of this Agreement shall be held to be illegal,
invalid or unenforceable under any applicable law, then such contravention or
invalidity shall not invalidate the entire Agreement. Such provision shall be
deemed to be modified to the extent necessary to render it legal, valid and
enforceable, and if no such modification shall render it legal, valid and
enforceable, then this Agreement shall be construed as if not containing the
provision held to be invalid, and the rights and obligations of the parties
shall be construed and enforced accordingly.
2.5 Entire Agreement. This Agreement supersedes all prior
agreements between the parties hereto with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.
2.6 Invalidity; Severability. If any clause or provision of
this Agreement shall be adjudged invalid, the same shall not affect the
validity of any other clause or provision of this Agreement, or of any other
document pertaining to the subject matter thereof, or constitute by reason
thereof, any claim or cause of action in favor of Shareholder as against the
Corporation. In addition, the provisions of this Agreement shall be read and
construed and shall have effect as separate, severable and independent
provisions or restrictions, and shall be enforceable accordingly.
2.7 Injunctive Relief. In addition to monetary damages and
any other rights and remedies available at law or equity which the Corporation
may have, the Corporation shall have the right to obtain injunctive or other
equitable relief to restrain any breach or threatened breach or otherwise to
specifically enforce the provisions of this Agreement. Each Shareholder
acknowledges that the Corporation and its affiliates will suffer immediate,
irreparable harm upon a breach or threatened breach of any provision of this
Agreement and the Corporation and its affiliates shall be entitled, in
addition to any and all other remedies, to an injunction issued by a court of
competent jurisdiction restraining the aforesaid violations of a Shareholder
without the necessity of posting a bond. Each Shareholder further agrees that
money damages alone would be inadequate to compensate the Corporation and
would be an inadequate remedy for such breach. Such rights and remedies shall
however be cumulative and not exclusive and shall be in addition to any other
remedies which the Corporation may have under this Agreement or at law.
2.8 References; Construction. The headings in this Agreement
are for convenience of reference only and not for any other purpose. The
parties hereto agree that this Agreement is the product of negotiation between
sophisticated parties and individuals, all of whom were represented by counsel
and/or had opportunity to be represented by counsel, and each of whom had an
opportunity to participate in and did participate in, the drafting of each
provision hereof. Words and phrases used herein in the singular shall be
deemed to include the plural and vice versa, and nouns and pronouns
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used in any particular gender shall be deemed to include any other gender,
unless the context requires otherwise.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first written above.
SHAREHOLDER:
/S/ Xxxxxx Xxxx
________________________
Name: Xxxxxx Xxxx
THE CORPORATION:
AMERICAN GOLDFIELDS INC.
/s/ Xxxxxx Xxxx
By: ___________________
Name: Xxxxxx Xxxx
Title: President
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