RETURN TO TREASURY AGREEMENT
Exhibit
2.2
THIS AGREEMENT is made as of
the 22nd day of November, 2010, between FusionTech, Inc., a corporation formed
pursuant to the laws of the State of Nevada and having an office for business
located at Xx. 0 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx
000000 (the “Company”), and Xxxxx Xx, having an address
located at Xx. 0 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx
000000 (the “Shareholder”).
WHEREAS:
A. The
Shareholder is the registered and beneficial owner of 80,000,000 shares of the
Company’s common stock.
B. The
Company has entered into a Share Exchange Agreement and Plan of Reorganization
with Dalian Heavy Mining Equipment Manufacturing Co., Ltd., a limited company
formed pursuant to the laws of the People’s Republic of China (the “Purchase
Agreement”).
C. As
a condition to the aforementioned Purchase Agreement, the Shareholder has agreed
to return 80,000,000 shares of the Company’s common stock (the “Surrendered
Shares”) held by him to the treasury of the Company for the sole purpose of the
Company retiring the Surrendered Shares.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT
in consideration of the premises and sum of $80,000.00 now paid by the Company
to the Shareholder, the receipt and sufficiency whereof is hereby acknowledged,
the parties hereto hereby agree as follows:
SURRENDER
OF SHARES
1. The
Shareholder hereby surrenders to the Company the Surrendered Shares by
delivering to the Company herewith a share certificate or certificates
representing the Surrendered Shares, duly endorsed for transfer in blank. The
Company hereby acknowledges receipt from the Shareholder of the certificates for
the sole purpose of retiring the Surrendered Shares.
RETIREMENT
OF SHARES
2. The
Company agrees, subject to Section 3 hereof, to retire forthwith after the
closing of the Purchase Agreement the Surrendered Shares, which shall become
authorized but unissued.
CONDITION
PRECEDENT
3. Notwithstanding
any other provision herein, in the event that the transactions contemplated by
the Purchase Agreement do not close on or before the deadline set forth in said
Purchase Agreement, this Agreement shall terminate and the Company shall
forthwith return to the Shareholder the certificates representing the
Surrendered Shares.
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4. The
Shareholder represents and warrants to the Company that he is the owner of the
Surrendered Shares, 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
5. Each
of the parties will execute and deliver such further and other documents and do
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.
6. 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.
7. This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
8. This
Agreement is not assignable without the prior written consent of the parties
hereto.
9. 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 facsimile will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
[Signature
Page Follows]
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IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.
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By:
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/s/
Xxxxx Xx
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Name:
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Xxxxx
Xx
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Title:
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Chief
Executive
Officer
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XXXXX
XX
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By:
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/s/
Xxxxx Xx
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Name:
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Xxxxx
Xx, Individually
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