SHARE CANCELLATION/RETURN TO TREASURY AGREEMENT
Exhibit 10.1
SHARE CANCELLATION/RETURN TO
TREASURY AGREEMENT
THIS
AGREEMENT made the 27th day of April, 2010
BETWEEN:
(the
"Company")
AND:
Xxxxx
Xxxx
("Xxxx")
WHEREAS:
X.
Xxxx is the holder of 100,000,000 post split shares of the Company’s common
stock and agrees herein to cancel 66,750,000 of such shares (the “Hall Shares”);
X.
Xxxx agrees to the cancellation of the Hall Shares as he is no longer the
President, Secretary, Treasurer and director of the Company, and will have
limited involvement with the Company’s proposed business operations and seeks to
benefit the Company’s minority shareholders with such cancellation;
and
C.
Each of the Company and Hall deem it to be in their respective best interests to
immediately cancel the Hall Shares.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein (the sufficiency whereof is hereby acknowledged by
the parties hereto), the parties hereby agree to and with each other as
follows:
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1.
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CANCELLATION OF HALL
SHARES
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1.1
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The
Hall Shares shall be cancelled effective on the date of this
Agreement.
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2.
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RELEASE
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2.1
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Hall,
together with his affiliates, shareholders, heirs, executors,
administrators, and assigns, does hereby remise, release and forever
discharge the Company, its respective directors, officers, shareholders,
employees and agents, and their respective successors and assigns, of and
from all claims, causes of action, suits and demands whatsoever which Hall
ever had, now or may have howsoever arising out of the original grant and
this cancellation of the Hall
Shares.
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3.
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COUNTERPARTS
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3.1
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This
Agreement may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one and
the same instrument.
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4.
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ELECTRONIC
MEANS
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4.1
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Delivery
of an executed copy of this Agreement by electronic facsimile transmission
or other means of electronic communication capable of producing a printed
copy will be deemed to be execution and delivery of this Agreement as of
the date set forth on page one of this
Agreement.
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5.
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FURTHER
ASSURANCES
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5.1
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As
and so often as may be required, the parties will execute and deliver all
such further documents, do or cause to be done all such further acts and
things, and give all such further assurances as in the opinion of the
Company or its counsel are necessary or advisable to give full effect to
the provisions and intent of this
Agreement.
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6.
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PROPER
LAW
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6.1
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This
Agreement will be governed by and construed in accordance with the law of
the State of Nevada.
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7.
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INDEPENDENT LEGAL
ADVICE
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7.1
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Hall
hereby acknowledges that this Agreement was prepared by Xxxxxxxxx Xxxxxx
for the Company and that Xxxxxxxxx Xxxxxx does not represent
Hall. By signing this Agreement, Hall confirms that he fully
understands this Agreement and (a) has obtained independent legal advice
or (b) waives the right to obtain independent legal
advice.
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IN WITNESS WHEREOF the parties
have executed and delivered this Agreement.
Per:
Authorized
Signatory
XXXXX
XXXX
