CANCELLATION AGREEMENT
Exhibit
4.3
CANCELLATION
AGREEMENT, dated May 14, 2007 (this “Agreement”),
by
and among, INTRA-ASIA ENTERTAINMENT CORPORATION, a Nevada corporation (the
“Company”),
WEICHENG INTERNATIONAL INC. (“Weicheng”)
and
Xxxxxx Growth Ltd. (“Xxxxxx”).
BACKGROUND
On
or
about the date hereof, the Company has entered into a Share Exchange Agreement
with Cabowise International Ltd. (the “BVI
Company”),
Weicheng, Foster, and the Stockholders named therein pursuant to which
the
Company is going to acquire from the Stockholders named therein all of
the
issued and outstanding capital stock of the BVI Company in exchange for
an
aggregate amount of 81,311,179 shares of the Company’s Common Stock (the
“Share
Exchange Transaction”).
The
BVI
Company is the holder of an option (the “Option”)
to
acquire from certain grantees an 85 percent (85%) interest (the “Interest”)
in
Beijing PKU Chinafront Technology Co., Ltd., a company organized under
the laws
of the People’s Republic of China (“PKU”).
Weicheng,
Foster, the Company and certain accredited investors (the “Investors”)
are
parties to a Securities Purchase Agreement (the “Securities
Purchase Agreement”)
pursuant to which Weicheng and Xxxxxx will sell to the Investors a total
of
28,333,333 shares (the “SPA
Shares”)
of the
Common Stock of the Company held by Weicheng and Xxxxxx for a consideration
of
$6.8 million, in the aggregate, and the Company will sell to the Investors
a
total of 13,333,334 shares in consideration of $3.2 million.
Concurrent
with the closing of the Share Exchange Transaction, an affiliate of the
Company
designated by the Company will exercise the Option and acquire the Interest
in
accordance with the terms of the Option. Also concurrent with the Closing,
the
transactions contemplated by the Securities Purchase Agreement will be
consummated.
It
is a
condition precedent to the consummation of the Share Exchange Transaction
and
the transactions contemplated by the Securities Purchase Agreement that
Weicheng
and Xxxxxx enter into this Agreement which will effectuate the cancellation
of
15,328,369 shares (the “Subject
Shares”)
of
Common Stock of the Company held by Weicheng constituting all of the capital
stock of the Company held Weicheng other than the SPA Shares. Weicheng
and
Xxxxxx are entering into this Agreement, among other things, to induce
the
Investors to acquire from Weicheng and Xxxxxx the SPA Shares and Weicheng
and
Xxxxxx acknowledge that the Investors would not consummate the transactions
contemplated by the Securities Purchase Agreement unless the transactions
contemplated hereby are effectuated in accordance herewith.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the parties hereto agree as follows:
1. Cancellation
of Subject Shares.
Weicheng has delivered to the Company for cancellation stock certificates
representing the Subject Shares along with duly executed medallion guaranteed
stock powers covering the Subject Shares and hereby irrevocably instruct
the
Company and the Company’s transfer agent to cancel the Subject Shares such that
the Subject Shares will no longer be outstanding on the stock ledger of
the
Company and such that Weicheng shall no longer have any interest in the
Subject
Shares whatsoever. The Company shall immediately deliver to the Company’s
transfer agent irrevocable instructions providing for the cancellation
of the
Subject Shares.
2. Release
by Weicheng and Xxxxxx.
For the
consideration and mutual promises specified herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
each
of Weicheng and Xxxxxx on behalf of itself, its affiliates, agents, employees,
assigns, representatives, heirs, and any person or entity that claims any
right
or interest through or on behalf of any of the foregoing (each a “Releasor”)
hereby
releases, forgives and forever discharges the Company, its respective
subsidiaries, affiliates, successors, predecessors, or agents, and their
present
or former employees, officers, directors, attorneys and other agents, including,
without limitation, the Investors (collectively, the “Representatives”)
from
any and all liabilities, obligations, claims, actions, covenants, contracts,
agreements, promises, damages and demands whatsoever, whether known or
unknown,
suspected or unsuspected, matured or unmatured, both at law (including
federal
and state securities laws) and in equity, which Releasor now has or has
ever had
against the Company or any Representatives arising contemporaneously with
or
prior to the date of this Agreement on account of, arising out of, or in
any way
related to any matter, cause, event or omission occurring contemporaneously
with
or prior to the date of this Release, including without limitation, any
claim by
either Releasor of any interest in the Company as a result of the ownership
or
prior ownership of any SPA Shares or Subject Shares, as applicable. For
the
consideration and mutual promises specified herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
each
Releasor agrees for itself and anyone claiming for or through it or any
third
party, to waive, release, promise and agree not to bring or pursue any
judicial,
quasi-judicial or administrative action against the Company or any
Representative for any reason whatsoever arising out of any claim released
by
this Agreement. Each Releasor further acknowledges and agrees that it has
not
already filed or otherwise commenced any such action and that it has not
assigned, sold or given any of the rights he is releasing to any person
or
entity.
3. Representations
by Weicheng and Xxxxxx.
(a) Weicheng
owns the Subject Shares, of record and beneficially, free and clear of
all
liens, claims, charges, security interests, and encumbrances of any kind
whatsoever. Weicheng has sole control over the Subject Shares or sole
discretionary authority over any account in which they are held.
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(b) Except
for the SPA Shares and the Subject Shares, neither Weicheng or Xxxxxx (i)
owns
of record or beneficially any share of the Company’s Common Stock, and (ii) has
any subscription, warrant, option, convertible security, or other right
(contingent or other) to purchase or otherwise acquire securities, including
equity or debt securities, of the Company.
(c) Each
of
Weicheng and Xxxxxx has full right, power and authority to execute, deliver
and
perform this Agreement and to carry out the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by each
of
Weicheng and Xxxxxx and constitutes a valid, binding obligation of each
of
Weicheng and Xxxxxx, enforceable against each in accordance with its terms
(except as such enforceability may be limited by laws affecting creditor's
rights generally).
4. Third
Party Beneficiary.
The
parties to this Agreement acknowledge and agree that the Investors are
intended
third party beneficiaries to this Agreement. The Investors shall have the
right
to enforce this Agreement as if they were a party hereto and the Investors
shall
be entitled to any and all available remedies at law or in equity in the
event
of a breach of this Agreement by any party hereto.
5. Miscellaneous.
All
representations, warranties and agreements in this Agreement shall survive
the
date hereof until the expiration of the applicable statute of limitations.
This
Agreement shall be binding upon the parties’ their respective successors,
representatives, heirs and estate, as applicable. This Agreement may be
executed
in one or more counterparts, all of which shall be considered one and the
same
agreement and shall become effective when one or more counterparts have
been
signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart. Facsimile
execution and delivery of this Agreement is legal, valid and binding execution
and delivery for all purposes. This Agreement shall be governed in all
respects,
including validity, interpretation and effect, by the internal laws of
the State
of New York, without regard to the conflicts of law principles thereof.
This
Agreement may not be amended except by an instrument in writing signed
by each
of the parties hereto. This Agreement constitutes the entire agreement
of the
parties with respect to the subject matter hereof and supersedes in its
entirety
any other agreement relating to or granting any rights with respect to
the
subject matter hereof.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date
first above written.
| INTRA-ASIA ENTERTAINMENT CORPORATION | ||
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| By: | /s/ | |
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Name: |
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| Title: | ||
| WEICHENG INTERNATIONAL INC. | ||
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| By: | /s/ | |
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Name: |
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| Title: | ||
| XXXXXX GROWTH LTD. | ||
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| By: | /s/ | |
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Name: |
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| Title: | ||
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