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SHARE
CANCELLATION AGREEMENT
THIS AGREEMENT
is dated for reference the 6 th
day
of July, 2009.
BETWEEN:
AND:
WHEREAS:
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The Shareholder
is the registered and beneficial owner of 3,000,000 shares of the
Company’s common stock (the “ Shares
”);
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The Company and
the Shareholder recognize that cancelling a portion of the Shares
will have a positive effect on the Company’s ability to
effect a business combination; and
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The Company has
no obligation to register the Shares according to the terms of the
subscription agreement between the Company and the
Shareholder.
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NOW
THEREFORE , in
consideration of the mutual promises set forth below and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Shareholder agree as
follows:
Surrender
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The Shareholder
shall return 2,800,000 of the Shares (the “ Surrendered
Shares ”) to the treasury of the Company and deliver to
the Company share certificates representing the Surrendered
Shares.
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The Company
shall forthwith retire the Surrendered Shares pursuant to
§78.283 of Chapter 78 of the Nevada Revised
Statutes.
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The Company
shall prepare and file with the U.S. Securities and Exchange
Commission (the “ SEC ”), no later than one
hundred (100) days from the date of this Agreement, a Registration
Statement on Form S-1 under the Securities Act of 1933, as amended
(the “ Registration Statement ”), for the
registrati
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