CANCELLATION AGREEMENT
Exhibit 10-2
CANCELLATION
AGREEMENT, dated 10, 2010 (this
“Agreement”),
by and among, Extreme Home Staging, Inc., (“The Company”)
a Nevada Corporation and Markensie Theresias. (the “Canceling
Party”).
BACKGROUND
Concurrently
herewith, the Company is entering into a Share Exchange Agreement with Q Lotus,
Inc. (“QLIs”),
and its sole shareholder (the “Canceling
Party”), pursuant to which the Company will acquire from the Shareholder
all of the issued and outstanding capital stock of (“QLIs”), in
exchange for 10,000,000 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 Canceling Party enter into this Agreement, which will effectuate the
cancellation of 8,850,000 shares of the common stock, par value $.0001 per
share, of the Company held by the Canceling Party (the “Subject
Shares”). The Canceling Party is entering into this Agreement to, among
other things, induce (“The Company”)
to enter into the Share Exchange Transaction and the Canceling Party
acknowledges that (“The Company”)
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. Cancellation of Subject
Shares. The Canceling Party 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 (or such other
documents acceptable to the Company’s transfer agent) and hereby irrevocably
instructs 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 the Canceling Party 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. Representations by the
Canceling Party.
(a) The
Canceling Party owns the Subject Shares, of record and beneficially, free and
clear of all liens, claims, charges, security interests, and encumbrances of any
kind whatsoever. The Canceling Party has sole control over the Subject Shares or
sole discretionary authority over any account in which they are held. Except for
this Agreement, no person has any option or right to purchase or otherwise
acquire the Subject Shares, whether by contract of sale or otherwise, nor is
there a “short position” as to the Subject Shares.
(b) The
Canceling 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 Canceling
Party and constitutes a valid, binding obligation of the Canceling 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 his or 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 Canceling 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 Canceling Party.
5. Survival of Agreements,
Representations and Warranties, etc. 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 Canceling Party, 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 New York
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.
EXTREME
HOME STAGING, INC.
By: /s/ Markensie Theresias
Title:
President and Chief Executive Officer
MARKENSIE
THERESIAS, By: /s/ Markensie
Theresias
Individually
