RETURN TO TREASURY AGREEMENT
THIS AGREEMENT is made as of the 5th day of November, 2007
BETWEEN:
XXXXXXXX APPAREL INC., a body corporate with offices at
0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000
(the “Company”)
AND:
XXXXX XXXXXXXX, businessman, of 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(the “Shareholder”)
WHEREAS:
A. The Shareholder is the registered and beneficial owner of 25,000,000 common shares of the Company; and
B. The Shareholder has agreed to return 13,000,000 of the shares of the Company’s common stock held by him (the “Surrendered Shares”) to the treasury of the Company, for the sole purpose of the Company retiring the Surrendered Shares,
NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto hereby agree as follows:
Surrender of Surrendered Shares
1. The Shareholder hereby surrenders to the Company, for the sole purpose of retiring the Surrendered Shares and delivers to the Company herewith a share certificate or certificates representing the Surrendered Shares, duly endorsed for transfer in blank, signatures guaranteed.
Retirement of Surrendered Shares
2. The Company shall forthwith retire the Surrendered Shares pursuant to §78.283 of Chapter 78 of the Nevada Revised Statutes.
Representations and Warranties
3. The Shareholder represents and warrants to the Company that he is the owner of the Surrendered Shares and that he has good and marketable title to the Surrendered Shares and that the Surrendered Shares are free and clear of all liens, security interests or pledges of any kind whatsoever.
General
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Each of the parties will execute and deliver such further and other documents and do |
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and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.
5. The provisions contained herein constitute the entire agreement among the Company and the Shareholder respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among the Company and the Shareholder with respect to the subject matter hereof.
6. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
7. This Agreement is not assignable without the prior written consent of the parties hereto.
8. This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.
9. The Company has obtained legal advice concerning this Agreement and has requested that the Shareholder obtain independent legal advice with respect to same before executing it. In executing this Agreement, the Shareholder represents and warrants to the Company that he has been advised to obtain independent legal advice, and that prior to the execution of this Agreement he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.
XXXXXXXX APPAREL INC.
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Per: |
/s/ Xxxxx Xxxxxxxxxx |
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Authorized Signatory | |
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WITNESSED BY: |
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CW1497546.1
