Attached files
EXHIBIT 10
CANCELLATION AGREEMENT
CANCELLATION AGREEMENT, dated as of October 2, 2009 (the "Agreement"), by
and among GOLDEN KEY INTERNATIONAL INC., a Delaware corporation ("Golden Key")
and each of the shareholders of HOME SAVERS HOLDING CORPORATION (the "Home
Savers") set forth on the signature page hereof (collectively, the
"Shareholders").
WITNESSETH
WHEREAS, on July 10, 2009, Golden Key entered into a Share Exchange
Agreement with the Shareholders pursuant to which Golden Key agreed to acquire
100% of the outstanding securities of Home Savers in exchange for 14,296,788
shares (the "Acquisition Shares") of Golden Key's common stock (the "Home Savers
Acquisition");
WHEREAS, as the Acquisition Shares and the shares of Home Savers were not
delivered to each of the respective parties, the Home Savers Acquisition was
never considered closed due to the absence of consideration.
WHEREAS, as the acquisition did not close, the Shareholders and Golden Key
each agree to terminate the Agreement and return all property and records of the
other party (the "Termination Actions").
NOW THEREFORE in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, the parties hereto
hereby agree as follows:
1. Termination. The parties hereby confirm that the Acquisition Shares
and the shares of Home Savers were not delivered to each of the
respective parties and that the Home Savers Acquisition was never
considered closed due to the absence of consideration.
2. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof, and supersedes any prior oral or written agreements,
commitments or understanding with respect to the matters provided for
herein. No amendment, modification or discharge of this Agreement
shall be valid or binding unless set forth in writing and duly
executed.
3. Execution of Counterparts. To facilitate execution, this Agreement may
be executed in as many counterparts as may be required; and it shall
not be necessary that the signatures of, or on behalf of, each party,
or that the signatures of all persons required to bind any party,
appear on each counterpart; but it shall be sufficient that all such
signatures appear on one or more of the counterparts. All counterparts
shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Agreement to produce or account for
more than
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IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
GOLDEN KEY INTERNATIONAL INC.
By: /s/ Robert Blair
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Name: Robert Blair
Title: President
/s/ Paul R. Peterson
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Paul R. Peterson
/s/ Lysander M. Marrero
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Lysander M. Marrero
/s/ Robert Agostini
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Robert Agostini
/s/ Thomas S. Rubin
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Thomas S. Rubi
