CANCELLATION AGREEMENT
CANCELLATION AGREEMENT, dated May 24,
2010 (this “Agreement”),
by and among, Universal Gold Mining Corp. (formerly known as Federal Sports
& Entertainment, Inc.), a Nevada corporation (the “Company”),
and Xxxxx Xxxxxxx (the “Cancelling
Party”).
BACKGROUND
WHEREAS, the Cancelling Party is the
record and beneficial owner of a total of 150,200,000 shares (the "Subject
Shares") of the Company's common stock, par value $0.001 per
share;
WHEREAS, in an effort to enhance the
Company’s ability to raise financing in order to proceed with the implementation
of its new business plan, and to induce certain prospective investors to acquire
securities of the Company in a proposed private placement that is expected to
close (the “Closing”)
on or about May 21, 2010, the Cancelling Party desires to have cancelled and the
Company desires to cancel all of the Subject Shares in exchange for $20,000 (the
"Cash
Consideration").
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. Consideration. In consideration
for cancellation of the Subject Shares, the Company agrees to pay to the
Cancelling Party the Cash Consideration, along with up to $1,500 of the
Cancelling Party’s legal fees relating to this Agreement, by wire transfer of
immediately available funds, concurrently with the Closing.
2. Cancellation of Subject
Shares. The Cancelling 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, immediately following the Closing, such that the Subject Shares
will no longer be outstanding on the stock ledger of the Company and such that
the Cancelling 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.
3. Release. For and in
consideration of the covenants and promises contained herein, the, Cancelling
Party, together with her heirs, executors, administrators, and assigns, does
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 the Cancelling Party ever had, now or may have
howsoever arising out of the original grant and this cancellation of the Subject
Shares.
4. Representations by the
Cancelling Party.
(a) The
Cancelling 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 Cancelling 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
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).
5. 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).
6. 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.
7. Survival of Agreements,
Representations and Warranties, etc. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.
8. Successors and
Assigns. This Agreement shall bind and inure to the benefit of
and be enforceable by the Company and the Cancelling Party, and their respective
successors and assigns.
9. 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.
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10. 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.
[Signature Page
Follows]
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above
written.
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By:
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/s/ Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
President and CEO
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XXXXX
XXXXXXX
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/s/ Xxxxx
Xxxxxxx
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[Signature Page to Cancellation
Agreement]
