SHARE CANCELLATION/RETURN TO TREASURY AGREEMENT
SHARE CANCELLATION/RETURN TO TREASURY AGREEMENT
THIS AGREEMENT made the 1st day of May, 2008
| BETWEEN: | |
| Razor Resources Inc. | |
| (the "Company") | |
| AND: | |
| Xxxx Xxxx | |
| ("Xxxx") | |
| AND: | |
| Rong Xxxx Xxxx | |
| ("Yang") |
WHEREAS:
| X. | Xxxx is the holder of 37,500,000 post split shares of the Company’s common stock (the “Xxxx Shares”); |
| X. | Xxxx is the holder of 7,482,150 post split shares of the Company’s common stock (the “Yang Shares”) |
| X. | Xxxx, the owner of the Xxxx Shares, and Yang, the owner of the Yang Shares agree to the cancellation of the Xxxx and Xxxx Shares as they have ceased acting as directors or officers of the Company, have no involvement with the Company’s current or proposed business operations and seek to benefit the Company’s minority shareholders with such cancellation; and |
| D. | Each of the Company, Xxxx and Xxxx xxxx it to be in their respective best interests to immediately cancel the Xxxx and Yang 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:
| 1. |
|
CANCELLATION OF XXXX AND XXXX SHARES |
| 1.1 |
The Xxxx and Yang Shares shall be cancelled effective on the date of this Agreement. | |
| 2. |
|
RELEASE |
| 2.1 |
Xxxx and Xxxx, together with their respective heirs, executors, administrators, and assigns, do 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 Xxxx or Yang ever had, now or may have howsoever arising out of the original grant and this cancellation of the Xxxx and Xxxx Shares. | |
| 3. |
|
COUNTERPARTS |
| 3.1 |
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. |
- 2 -
| 4. |
|
ELECTRONIC MEANS |
| 4.1 |
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. | |
| 5. |
|
FURTHER ASSURANCES |
| 5.1 |
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. | |
| 6. |
|
PROPER LAW |
| 6.1 |
This Agreement will be governed by and construed in accordance with the law of the State of Nevada. | |
| 7. |
|
INDEPENDENT LEGAL ADVICE |
| 7.1 |
Xxxx and Yang hereby acknowledge that this Agreement was prepared by Xxxxxxxxx Xxxxxx for the Company and that Xxxxxxxxx Xxxxxx does not represent Xxxx and/or Yang. By signing this Agreement, Xxxx and Xxxx confirm that they fully understand this Agreement and (a) have obtained independent legal advice or (b) waives their right to obtain independent legal advice. |
IN WITNESS WHEREOF the parties have executed and delivered this Agreement.
| RAZOR RESOURCES INC. | ||||
| Per: | /s/ Xxxxxx Xxxxx | |||
| Authorized Signatory | ||||
| /s/ Xxxx Xxxx | ||||
| XXXX XXXX | ||||
| /s/ Rong Xing Xxxx | ||||
| XXXX XXXX XXXX | ||||
