CANCELLATION AGREEMENT
THIS
CANCELLATION AGREEMENT (the "Agreement")
is made and entered into this 15th day of
November 2010 between Option
Placement, Inc., a Nevada corporation (the "Company"),
and Xxxxxxxx
Xxxxxx ("Cancelling
Party").
BACKGROUND
Concurrently
herewith, the Company is entering into a Share Exchange Agreement with Tiga
Energy Services, Inc., a Texas corporation ("Tiga"),
and the shareholders of Tiga (the “Target
Shareholders”), pursuant to which the Company will acquire from the
Target Shareholders 100% of the issued and outstanding capital stock of Tiga in
exchange for shares of the Company’s Common Stock (the "Share Exchange
Transaction").
It is a
condition precedent to the consummation of the Share Exchange Transaction that
the Cancelling Party enter into this Agreement, which will effectuate the
contribution of all amounts due under certain Non-Negotiable Demand Promissory
Notes in the aggregate principal amount of $16,910, plus accrued interest of
$1,926.28, for a total amount of $18,836.29, a list of which is attached on
Schedule A hereto (the "Notes"). The
Cancelling Party is entering into this Agreement to, among other things, induce
Tiga and the Target Shareholders to enter into the Share Exchange Transaction
and the Cancelling Party acknowledges that Tiga and the Target Shareholders
would not consummate the transactions contemplated by the Share Exchange
Transaction 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. Contribution
and Cancellation of Notes. Cancelling Party hereby transfers, assigns
and contributes to the capital of the Company all amounts due under the Notes
and relieves the Company from and of any and all obligations of the Company of
any kind or nature thereunder. In furtherance of the transfer,
assignment and contribution of the Notes, the Cancelling Party is delivering the
originally executed Note herewith imprinted on each page thereof with the word
"VOID" and hereby irrevocably instructs the Company to cancel the
Note. The Cancelling Party acknowledges and confirms that upon and as
of the date hereof, the Note shall be deemed cancelled, it shall have no rights
under or interest in the Note and the Note shall be of no further force or
effect.
2. Representations
by the Cancelling Parties.
(a) The Cancelling Party has good,
valid and marketable title to the Note, free and clear from all security
interests or encumbrances of any kind or nature and has not assigned, pledged,
hypothecated, granted any interest in or right to acquire or otherwise
encumbered all or any portion of its interest in the Note.
(b) The Cancelling Party 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 the Cancelling Party and
constitutes a valid, binding obligation of the Cancelling Party, enforceable
against it in accordance with its terms (except as such enforceability may be
limited by laws affecting creditor's rights generally).
3. Further
Assurances. Each party to this Agreement will use its best efforts to take all
action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including the execution and delivery of such other documents and agreements as
may be necessary to effectuate the cancellation of the Subject
Shares).
4. Amendment
and Waiver. Any term, covenant, agreement or condition of this Agreement may be
amended, with the written consent of the Company and the Cancelling Party, or
compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by one or more substantially
concurrent written instruments signed by the Company and the Cancelling
Party.
5. Survival
of Agreements, Representations and Warranties. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.
6. Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by the Company and the Cancelling Parties, and their respective
successors and assigns.
7. Governing
Law. This Agreement (including the validity thereof and the rights and
obligations of the parties hereunder and thereunder) and all amendments and
supplements hereof and thereof and all waivers and consents hereunder and
thereunder shall be construed in accordance with and governed by the internal
laws of the State of Texas without regard to its conflict of laws rules, except
to the extent the laws of Nevada are mandatorily applicable.
8. Miscellaneous.
This Agreement embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts but all such
counterparts shall together constitute but one and the same
instrument. This Agreement may be reproduced by any electronic,
photographic, photostatic, magnetic, microfilm, microfiche, microcard, miniature
photographic, facsimile or other similar process and the original thereof may be
destroyed. The parties agree that any such reproduction shall, to the
extent permitted by law, be as admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not the reproduction was made in the regular course of
business) and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence. Facsimile execution and delivery of this
Agreement is legal, valid and binding execution and delivery for all
purposes.
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CANCELLING
PARTY:
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Xxxxxxxx
Xxxxxx
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By:
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/s/ Xxxxxxxx Xxxxxx
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COMPANY:
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By:
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/s/ Xxxxxxxx Xxxxxx | ||
| Name: Xxxxxxxx Xxxxxx | |||
| Title: President | |||
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SCHEDULE
A
LIST
OF OUTSTANDING PROMISSORY NOTES
|
Date
|
Principal
Amounts
|
Accumulated
Interest Through
November
15,
2010
|
||||||||||
|
4/17/2008
|
$ | 6,050 | 1270.39 | |||||||||
|
5/8/2008
|
$ | 500 | 101.57 | |||||||||
|
5/11/2009
|
$ | 700 | 86.41 | |||||||||
|
8/31/2009
|
$ | 200 | 19.28 | |||||||||
|
9/1/2010
|
$ | 1,700 | 164.29 | |||||||||
|
4/1/2010
|
$ | 1,300 | 65 | |||||||||
|
4/1/2010
|
$ | 3,700 | 184.98 | |||||||||
|
8/16/2010
|
$ | 500 | 9.89 | |||||||||
|
8/23/2010
|
$ | 1,200 | 21.87 | |||||||||
|
11/4/2010
|
$ | 1,060 | 2.61 | |||||||||
|
Totals
|
$ | 16,910 | $ | 1,926.29 | $ | 18,836.29 | ||||||
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