Form of Return to Treasury Agreement

 

B.           The Company has agreed to authorize, create and issue _________ shares of Series B Preferred Stock to the Shareholder (the “Series B Issuance”). Each such share of Series B Preferred Stock entitles its holder to vote on an “as converted” basis, or the equivalent of 1,000 shares of common stock at the record date for the determination of shareholders entitled to vote on any matter coming before the common shareholders or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series B Preferred Stock shall vote together with the holders of common stock on all matters and shall not vote as a separate class.

 

C.           In anticipation of the issuance of, and subject to the issuance of, such shares of Series  B Preferred Stock, the Shareholder has agreed to return _________ shares of the Company’s common stock (the “Surrendered Shares”) held by him to the treasury of the Company for the sole purpose of the Company retiring the Surrendered Shares.

 

NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto hereby agree as follows:

 

 

1.          In anticipation of the issuance of, and subject to the issuance of, such shares of Series B Preferred Stock, the Shareholder is surrendering to the Company, the Surrendered Shares by delivering to the Company herewith a share certificate or certificates representing the Surrendered Shares, duly endorsed for transfer in blank. The Company hereby acknowledges receipt from the Shareholder of the certificates for the sole purpose of retiring the Surrendered Shares.

 

 

2.          The Company agrees, subject to Section 1 hereof, to forthwith retire the Surrendered Shares pursuant to Section 78.283 of the Nevada Business Corporation Act.

 

 

3.          Notwithstanding any other provision herein, this Agreement and the cancellation of Surrendered Shares contemplated hereunder shall not be effective until such time as the Series B Issuance has been completed.

 

 

4.          The Shareholder represents and warrants to the Company that he is, and at the time of delivery of the Surrendered Shares hereunder will be, the owner of the Surrendered Shares and that he has good and marketable title to the Surrendered Shares and that the Surrendered Shares are free and clear of all liens, security interests or pledges of any kind whatsoever.

 

 

5.          Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.

 

6.          Time is expressly declared to be the essence of this Agreement.

 

7.          The provisions contained herein constitute the entire agreement among the Company and the Shareholder respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among the Company and the Shareholder with respect to the subject matter hereof.

 

8.          This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

 

 

 

 

9.          This Agreement is not assignable without the prior written consent of the parties hereto.

 

10.        This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.

 

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.

 

 

	MINERALRITE CORPORATION
	By:
		Guy Peckham
		Chief Financial Officer
	SHAREHOLDER