AFFINITY GOLD
CORP.
7590 Main Street, Suite
217
Maple Grove,
MN 55311
Tel: (763) 424-4754
AMR
Project Peru S.A.C.
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Re:
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AGREEMENT TO
CANCEL 26,500,000 SHARES OF COMMON STOCK OF AFFINITY GOLD CORP.
(THE “COMPANY”) REGISTERED IN THE NAME OF ANTONIO
ROTUNDO UPON COMPLETION OF THE ACQUISITION BY THE COMPANY OF ALL
EXCEPT 1 OF THE ISSUED AND OUTSTANDING SHARES OF AMR PROJECT PERU
S.A.C. (“AMR”)
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Subject to and
in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set
forth the understanding, terms and conditions relating to the
cancellation of 26,500,000 of the 27,800,000 shares of common stock
of the Company registered in the name of Antonio Rotundo concurrent
with the completion of the share exchange agreement between the
Company, AMR and all the shareholders of AMR (the “Share
Exchange Agreement”), whereby the Company will acquire all
except 1 of the issued and outstanding shares of
AMR. Such cancellation by Antonio Rotundo is to
encourage the Company to enter into the Share Exchange Agreement
and to encourage equity investment into the Company.
1.
Cancellation of shares.
Mr. Antonio Rotundo hereby agrees
that concurrent with the closing of the Share Exchange Agreement,
whereby the Company will acquire all except 1 of the issued and
outstanding shares of AMR, Mr. Rotundo will voluntarily surrender
for cancellation and return to the Company’s treasury
26,500,000 of the 27,800,000 shares of common stock of the Company
registered in Mr. Rotundo’s name. In addition, Mr.
Rotundo hereby agrees to provide the Company with an irrevocable
stock power of attorney which will set out the transfer of
26,500,000 shares of the Company’s common stock from the
27,800,000 shares registered in Mr. Rotundo’s name on share
certificate #0153 to the Com
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