SHARE CANCELLATION AGREEMENT

 

 

CANCELLATION AGREEMENT, dated as of June 1, 2011 (this “Agreement”), by and among, Allied American Steel Corp., a Nevada corporation (the “Company”), and Jes Black (the “Cancelling Party”).

 

 

WHEREAS, the Cancelling Party is the record and beneficial owner of 72,000,000 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 future financing in order to proceed with the implementation of its new business plan, the Cancelling Party desires to have cancelled and the Company desires to cancel 68,000,000 of the 72,000,000 shares (the “Cancel Shares”).

 

 

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:

 

Cancellation of Shares.  For good and valuable consideration, the receipt of which is hereby acknowledged, the Cancelling Party has delivered to the Company for cancellation stock certificates representing the 68,000,000 Cancel Shares along with duly executed medallion guaranteed stock powers covering the Cancel 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 68,000,000 Cancel Shares, such that the Cancel 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 Cancel Shares whatsoever.  The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Cancel Shares.

 

Representations by the Cancelling Party.

 

The Cancelling Party owns the Cancel 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 Cancel 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 Cancel Shares, whether by contract of sale or otherwise, nor is there a “short position” as to the Cancel Shares.

 

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 her in accordance with its terms (except as such enforceability may be limited by laws affecting creditor's rights generally).

Further Assurances.  Each party to this Agreement will use her 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 Shares).

 

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.

 

Survival of Agreements, Representations and Warranties, etc.  All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

 

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.

 

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.

 

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.  Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.

 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

	ALLIED AMERICAN STEEL CORP.
	By:	/s/ Jes Black
	Name:  Jes Black
	Title:  President and CEO
	JES BLACK
	/s/ Jes Black