Exhibit 4.1
CANCELLATION AGREEMENT
CANCELLATION AGREEMENT, dated June 30, 2009
(this " Agreement "), by and among, BTHC VIII, Inc.,
a Delaware corporation (the " Company "), and Mr.
Gerard Pascale (the " Cancelling Party ").
BACKGROUND
On or
about the date hereof, the Company has entered into a Share
Exchange Agreement with Megaway International Holdings Limited, a
British Virgin Islands company (" Megaway "), and the
sole shareholder of Megaway, Wisetop International Holdings
Limited, a British Virgin Islands Company (the "
Shareholder "), pursuant to which the Company will
acquire from the Shareholder all of the issued and outstanding
capital stock of Megaway in exchange for 14,800,000 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 Cancelling Party enter into this Agreement,
which will effectuate the cancellation of 4,805,387 shares of the
common stock, par value $.001 per share, of the Company held by the
Cancelling Party (the " Subject Shares "). The
Cancelling Party is entering into this Agreement to, among other
things, induce Megaway and the Shareholder to enter into the Share
Exchange Transaction and the Cancelling Party acknowledges that
Megaway and the Shareholder 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 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 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.
2.
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 h
