AGREEMENT
AGREEMENT, dated as of July 14, 2006 (this "Agreement"), by and
between American Goldfields Inc., a Nevada corporation (the "Company"), and
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RECITALS
WHEREAS, the Stockholder is the legal and beneficial owner of
3,000,000 shares of common stock of the Company (the "Stock"); and
WHEREAS, the Stockholder was a director of the Company; and
WHEREAS, the Stockholder desires that the Company redeem all his
3,000,000 shares for $0.01 per share (amounting to an aggregate redemption
price equal to $30,000), and the Company has agreed to effectuate such
redemption upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, agreements and undertakings contained
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Stockholder
hereby agree as follows:
ARTICLE I
REDEMPTION
Section 1.1 Redemption. Upon the terms and subject to the conditions
set forth in this Agreement, simultaneous with the execution and delivery of
this Agreement, (a) the Stockholder shall deliver to the Company (i) the stock
certificate issued in the name of the Stockholder representing 3,000,000
shares of common stock, duly endorsed in blank or accompanied by stock powers
duly executed in blank, in proper form for transfer, and (ii) the
Stockholder's resignation from his position as director of the Company, and
(b) the Company shall pay to the Stockholder an amount equal to $30,000.00,
representing payment in full for the Stock, payable by check made payable to
the Stockholder or wire transfer of immediately available funds.
Section 1.2 Shareholders' Agreement. The Shareholders' Agreement
dated as of February 10, 2004, between the Company, the Stockholder, and
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has any force and effect with respect to the Stockholder.
Section 1.3 Release. As additional consideration for the transactions
contemplated hereby, the Stockholder and his respective heirs, executors,
successors and assigns (the "Waiving Parties"), hereby release, waive and
forever discharge, in all capacities, including as a director, officer, or
stockholder of the Company, from and after the date hereof any and all claims,
known or unknown, that the Waiving Parties ever had, now have or may have
against the Company and its officers, directors, employees or agents in
connection with or arising out of any act or omission of the Company or its
officers, directors, employees, advisers or agents, in such capacity, at or
prior to the date hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to the Company the
following:
Section 2.1 Ownership of the Stock. The Stockholder is the sole
record and beneficial owner of the Stock and has good and marketable title to
such shares, free and clear of any title defect, objection, security interest,
pledge, encumbrance, lien, charge, claim, option, preferential arrangement or
restriction of any kind, including, but not limited to, any restriction on the
use, voting, transfer, receipt of income or other exercise of any attributes
of ownership (collectively, "Liens"), other than as set forth in the
Shareholders Agreement. Neither the Stockholder nor his affiliates has any
interest, directly or indirectly, in any other equity in the Company or its
affiliates, or has any other direct or indirect interest in any tangible or
intangible property of the Company, or has any direct or indirect outstanding
indebtedness to or from the Company, or related, directly or indirectly, to
its assets. Upon consummation of the transactions contemplated by this
Agreement, the Stockholder shall have no direct or indirect interest in the
Company.
Section 2.2 Authority. The Stockholder has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement
and all documents and instruments specified herein, to carry out his
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the Stockholder and,
assuming due authorization, execution and delivery by the Company, this
Agreement constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against him in accordance with its terms.
Section 2.3 Approval of Transaction; No Conflict. The execution and
delivery of this Agreement by the Stockholder does not, and the performance of
this Agreement by the Stockholder will not, require any consent, approval,
authorization or other action by, or filing with or notification to, any
person, entity, governmental authority or regulatory authority, other than the
filing by the Stockholder of a Form 4 and a Schedule 13D with the Securities
and Exchange Commission (the "SEC"). Furthermore, the execution, delivery and
performance of this Agreement by the Stockholder does not and will not (x)
conflict with or violate any agreement, law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award to which the Stockholder
is a party or by which any of his assets are bound or (y) result in the
creation or imposition of any Lien on the Stock.
Section 2.4 Accredited Investor. The Stockholder is an "accredited
investor", as that term is defined in Regulation D under the Securities Act of
1933, as amended (the "Securities Act"). The Stockholder and his advisors, if
any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the redemption of the
Stock which have been requested by the Stockholder or his advisors. The
Stockholder and his advisors, if any, have been afforded the opportunity to
ask questions of the Company.
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Section 2.5 Counsel. The Stockholder represents that he has had the
opportunity to review and discuss this Agreement with counsel of his choosing,
that he knows and understands the legal effect of this Agreement and the
transactions contemplated hereby, that he requested the redemption of his
Stock and that he is voluntarily executing and delivering this Agreement to
the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Stockholder the
following:
Section 3.1 Authority. The Company is duly organized and validly
existing under the laws of the State of Nevada and has been duly authorized by
all necessary and appropriate action to enter this Agreement and consummate
the transactions contemplated herein. The Company has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement
and all documents and instruments specified herein, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Stockholder, this
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
Section 3.2 Approval of Transaction; No Conflict. The execution and
delivery of this Agreement by the Company does not, and the performance of
this Agreement by the Company will not, require any consent, approval,
authorization or other action by, or filing with or notification to, any
person, entity, governmental authority or regulatory authority, except as
otherwise set forth herein. Each person affiliated with the Company whose
consent is required has duly authorized the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, and
such authorization shall not have been amended, modified or withdrawn in any
manner prior to the date hereof. Furthermore, the execution, delivery and
performance of this Agreement by the Company does not and will not conflict
with or violate any agreement, law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award to which the Company is a party.
ARTICLE IV
INDEMNIFICATION
Section 4.1 Indemnification by the Stockholder. The Company, its
officers, directors, agents, representatives, shareholders, affiliates and
their respective successors and assigns (collectively, the "Company Parties")
shall be indemnified and held harmless by the Stockholder from and against any
and all damages, losses, liabilities, taxes (including any deficiencies and
penalties and interest thereon), and costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements) (collectively,
"Damages") resulting from any misrepresentation, breach of warranty or
non-fulfillment of any covenant or agreement on the part of the Stockholder
contained in this Agreement or as a result of the transaction contemplated
herein.
Section 4.2 Indemnification by the Company. The Stockholder and his
affiliates, consultants, representatives and their respective successors and
assigns shall be indemnified and held harmless by the Company from and against
any and all Damages resulting from any misrepresentation, breach of warranty
or non-fulfillment of any covenant or agreement on the part of the Company
contained in this Agreement or as a result of the transaction contemplated
herein.
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Section 4.3 Notice. Each party hereto agrees to give to the other
prompt notice of any claim or action by a third party or occurrence of any
event which may give rise to a claim or action for indemnification hereunder.
The failure to provide such notice shall not release the indemnifying party
from its obligations under this Article IV, except to the extent that the
indemnifying party is materially prejudiced by such failure.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Entire Agreement. This Agreement contains, and is
intended as, a complete statement of all of the terms of the arrangements and
understandings between the parties with respect to the matters provided for,
and supersedes any previous agreements and understandings between the parties
with respect to those matters.
Section 5.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
agreements made and to be performed wholly in such State, without regard to
conflict of law rules applied in such State. EACH OF THE UNDERSIGNED HEREBY
WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS
AGREEMENT.
Section 5.3 Notices. Any notice required or given with respect to
this Agreement shall be valid and effective when delivered (i) by registered
or U.S. post office stamped certified mail, (ii) by a nationally recognized
overnight air courier, or (iii) by hand, in all cases to:
If to the Company, to:
American Goldfields Inc.
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If to the Stockholder, to:
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Any party hereto may change such address by notice given at least five (5)
days in advance to the other party in accordance with this Section.
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Section 5.4 Binding Agreement. This Agreement, including without
limitation, all the representations and warranties contained herein, shall be
binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns.
Section 5.5 Amendment. This Agreement may be amended or modified only
by a written instrument executed by all of the parties hereto.
Section 5.6 No Waiver. The failure of a party at any time or times to
require performance of any provisions hereof shall in no manner be deemed to
affect the party's right at a later time to enforce the same. No waiver by
any party of the breach of any term contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such breach or of the
breach of any other term or provision of this Agreement.
Section 5.7 References. The headings in this Agreement are solely for
the convenience of the parties, and are not intended to and do not limit,
construe or modify any of the term and conditions hereof.
Section 5.8 Unenforceability. If any provision of this Agreement
shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall attach only to such provision and only to the extent
such provision shall be held to be invalid or unenforceable and shall not in
any way affect the validity or enforceability of the other provisions hereof,
all of which provisions are hereby declared severable, and this Agreement
shall be carried out as if such invalid or unenforceable provision or portion
thereof was not embodied herein.
Section 5.9 Counterparts. This Agreement may be executed by facsimile
and in counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
Section 5.10 Further Assurances. The parties hereto will execute and
deliver such further instruments and documents and do such further acts and
things as may be reasonably required to carry out the intent and purposes of
this Agreement.
[Remainder of Page Intentionally Omitted; Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the date first written above.
AMERICAN GOLDFIELDS INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇
By: _____________________
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President, Chief Executive
and Operating Officer, Secretary
and Treasurer
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
___________________________________
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ACKNOWLEDGED AND AGREED TO
SECTION 1.2 HEREOF:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
_______________________
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