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Title: |
Cancellation Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
9KB total |
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Price: |
$40 |
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ID: |
#1722855 |
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CANCELLATION AGREEMENT
THIS AGREEMENT is made and entered into this 15 day of March, 2006, to be effective as of 21 day of October, 2005 (the Effective Date), by and between Mid-am Systems, Inc., a Delaware corporation (the Mid-am), , Digital One Ltd., a BVI corporation (the Digital One) and First Asia International Holdings Limited (the Shareholders).
RECITALS
The parties executed an Agreement for Share Exchange dated October 21, 2005, pursuant to which Mid-am agreed to acquire 1,000 shares of Digital One from the Shareholders, representing 100% of Digital Ones issued and outstanding stock, in exchange for the issuance of 18,000,000 shares of Mid-ams common stock.
The parties completed the exchange of shares pursuant to the Agreement for Share Exchange on October 21, 2005.
In conjunction with closing under the Agreement for Share Exchange, the officers and directors of Mid-am resigned and appointed new officers and directors designated by Digital One.
The parties have determined that it would be in their mutual best interests to rescind the share exchange transaction effective retroactively to October 21, 2005.
NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual covenants and promises hereinafter set forth, it is agreed as follows:
1.
Cancellation of Share Exchange. The share exchange transaction between the parties, completed pursuant to and in accordance with the terms of an Agreement for Share Exchange, dated October 21, 2005, is hereby rescinded and cancelled as of the Effective Date.
2.
Transfer or Reconveyance of Shares. By execution of this Agreement, Mid-am hereby agrees to convey and transfer to the Shareholders 1,000 shares of stock of Digital One held by Mid-am, in exchange for the transfer and conveyance to Mid-am of a total 18,000,000 shares of Mid-am currently held by the Shareholders. The transfer and conveyance of shares between the parties shall be made in accordance with the following schedule:
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