Preferred Stock Cancellation Agreement, dated as of March 27, 2017,by and between HotApp International Inc. and Singapore eDevelopment Limited

 

 

 

 

WHEREAS, the Company created a series of preferred stock called the Perpetual Preferred Stock (the “Preferred Stock”); and

 

WHEREAS, the Stockholder is the record and beneficial owner of a total of 13,800,000 shares of the Preferred stock, $0.00001 par value per share;

 

WHEREAS, the Stockholder has requested that the Preferred Stock be cancelled; and

 

WHEREAS, the Company and the Stockholder have entered into negotiations regarding common stock of the Company and the conversion of debt between the two companies; and

 

WHEREAS, following the approval of the stockholders of the Corporation, the Corporation is proposing to amend its Articles of Incorporation to increase the number of its authorized shares of Common Stock to 1,000,000,000 shares, to the Company’s Articles of Incorporation to effect such increase in the authorized shares of the Company, and that the Articles of Amendment will be effective upon filing with the Secretary of State for the State of Delaware; and

 

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

1.  Cancellation of Shares.  Upon the terms and subject to the conditions set forth in this Agreement, upon execution hereof, the Stockholder shall deliver to the Company certificates representing the Preferred Stock, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the Company shall cancel such Preferred Stock by delivering the Preferred Stock to the Company’s Secretary for cancellation.

 

2. Representations of Stockholder.  The Stockholder represents and warrants to the Company, as of the date hereof, that:

 

 

 

 

 

 

4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflict-of-laws rules.

 

5. Undertakings. Each of Stockholder and the Company hereby agrees to take whatever additional action and execute whatever additional documents may be reasonably necessary or advisable in order to carry out or effect one or more of the provisions of this Agreement.

 

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.