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Exhibit 4.3
CANCELLATION
AGREEMENT
CANCELLATION AGREEMENT, dated May 14, 2007 (this
" Agreement "), by and among,
INTRA-ASIA ENTERTAINMENT CORPORATION, a Nevada corporation (the
" Company "), WEICHENG
INTERNATIONAL INC. (" Weicheng ") and Foster Growth Ltd. (" Foster
").
BACKGROUND
On or about the date hereof, the Company has
entered into a Share Exchange Agreement with Cabowise International
Ltd. (the " BVI Company "),
Weicheng, Foster, and the Stockholders named therein pursuant to
which the Company is going to acquire from the Stockholders named
therein all of the issued and outstanding capital stock of the BVI
Company in exchange for an aggregate amount of 81,311,179 shares of
the Company’s Common Stock (the " Share
Exchange Transaction ").
The BVI Company is the holder of an option (the
" Option ") to acquire from
certain grantees an 85 percent (85%) interest (the "
Interest ") in Beijing PKU
Chinafront Technology Co., Ltd., a company organized under the laws
of the People’s Republic of China ("
PKU ").
Weicheng, Foster, the Company and certain
accredited investors (the " Investors
") are parties to a Securities Purchase Agreement
(the " Securities Purchase Agreement
") pursuant to which Weicheng and Foster will sell
to the Investors a total of 28,333,333 shares (the "
SPA Shares ") of the Common Stock of
the Company held by Weicheng and Foster for a consideration of $6.8
million, in the aggregate, and the Company will sell to the
Investors a total of 13,333,334 shares in consideration of $3.2
million.
Concurrent with the closing of the Share Exchange
Transaction, an affiliate of the Company designated by the Company
will exercise the Option and acquire the Interest in accordance
with the terms of the Option. Also concurrent with the Closing, the
transactions contemplated by the Securities Purchase Agreement will
be consummated.
It is a condition precedent to the consummation
of the Share Exchange Transaction and the transactions contemplated
by the Securities Purchase Agreement that Weicheng and Foster enter
into this Agreement which will effectuate the cancellation of
15,328,369 shares (the " Subject Shares
") of Common Stock of the Company held by Weicheng
constituting all of the capital stock of the Company held Weicheng
other than the SPA Shares. Weicheng and Foster are entering into
this Agreement, among other things, to induce the Investors to
acquire from Weicheng and Foster the SPA Shares and Weicheng and
Foster acknowledge that the Investors would not consummate the
transactions contemplated by the Securities Purchase Agreement
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 . Weicheng 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 and hereby irrevocably instruct
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
Weicheng 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. Release
by Weiche
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