Tradeon, Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1 

CANCELLATION AGREEMENT 

CANCELLATION AGREEMENT, dated June 9, 2010 (this “Agreement”), by
and among, Tradeon, Inc., a Nevada corporation (the “Company”),
and Mr. Haifeng Lu (the “Cancelling Party”). 

BACKGROUND 

On or
about the date hereof, the Company has entered into a Share Exchange Agreement
with Best Green Energy Industries Limited, a British Virgin Islands company
(“Best Green”), and the sole shareholder of Best Green, Best Green
Investments Limited, a British Virgin Islands Company (the
“Shareholder”), pursuant to which the Company will acquire from
the Shareholder all of the issued and outstanding capital stock of Best Green in
exchange for 20,734,531 shares of the Company’s common stock (the “Share
Exchange Transaction”). 

It is a
condition precedent to the consummation of the Share Exchange Transaction that
the Cancelling Party enter into this Agreement, which will effectuate the
cancellation of 4,000,000 shares of the common stock, par value $.0001 per
share, of the Company held by the Cancelling Party (the “Subject
Shares”). The Cancelling Party is entering into this Agreement to, among
other things, induce Best Green and the Shareholder to enter into the Share
Exchange Transaction and the Cancelling Party acknowledges that Best Green and
the Shareholder would not consummate the transactions contemplated by the Share
Exchange Transaction unless the transactions contemplated hereby are effectuated
in accordance herewith.

AGREEMENT 

NOW,
THEREFORE, in consideration of the mutual promises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows: 

1.  

 Cancellation
of Subject Shares. The Cancelling Party has delivered to the Company for
cancellation stock certificates representing the Subject Shares along with duly
executed medallion guaranteed stock powers covering the Subject Shares (or such
other documents acceptable to the Company’s transfer agent) and hereby
irrevocably instructs the Company and the Company’s transfer agent to cancel the
Subject Shares such that the Subject Shares will no longer be outstanding on the
stock ledger of the Company and such that the Cancelling Party shall no longer
have any interest in the Subject Shares whatsoever. The Company shall
immediately deliver to the Company’s transfer agent irrevocable instructions
providing for the cancellation of the Subject Shares.

2.  


Representations by the Cancelling Party. 

(a)  

The Cancelling
Party owns the Subject Shares, of record and beneficially, free and clear of all
liens, claims, charges, security interests, and encumbrances of any kind
whatsoever. The Cancelling Party has sole control over the Subject Shares or
sole discretionary authority over any account in which they are held. Except for
this Agreement, no person has any option or right to purchase or otherwise
acquire the Subject Shares, whether by contract of sale or otherwise, nor is
there a “short position” as to the Subject Shares. 

(b)  

The Cancelling
Party has full right, power and authority to execute, deliver and perform this
Agreement and to carry out the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by the Cancelling Party
and constitutes a valid, binding obligation of the Cancelling Party, enforceable
against it in accordance with its terms (except as such enforceability may be
limited by laws affecting creditor's rights generally). 




3. 

 Further
Assurances. Each party to this Agreement will use his or its best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including the execution and delivery of such other documents and agreements as
may be necessary to effectuate the cancellation of the Subject Shares). 

4.


 Amendment and
Waiver. Any term, covenant, agreement or condition of this Agreement may be
amended, with the written consent of the Company and the Cancelling Party, or
compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by one or more substantially
concurrent written instruments signed by the Company and the Cancelling Party.


5. 

 Survival of
Agreements, Representations and Warranties, etc. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement. 

6. 

 Successors and
Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by the Company and the Cancelling Party, and their respective
successors and assigns. 

7. 

 Governing
Law. This Agreement (including the validity thereof and the rights and
obligations of the parties hereunder and thereunder) and all amendments and
supplements hereof and thereof and all waivers and consents hereunder and
thereunder shall be construed in accordance with and governed by the internal
laws of the State of New York without regard to its conflict of laws rules,
except to the extent the laws of Nevada are mandatorily applicable. 

8. 


Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. In case any provision of
this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts but all such
counterparts shall together constitute but one and the same instrument. This
Agreement may be reproduced by any electronic, photographic, photostatic,
magnetic, microfilm, microfiche, microcard, miniature photographic, facsimile or
other similar process and the original thereof may be destroyed. The parties
agree that any such reproduction shall, to the extent permitted by law, be as
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not the
reproduction was made in the regular course of business) and that any
enlargement, facsimile or further reproduction shall likewise be admissible in
evidence. Facsimile execution and delivery of this Agreement is legal, valid and
binding execution and delivery for all purposes. 

[Signature Page Follows] 

2 




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written. 

TRADEON, INC. 

By:/s/ Haifeng Lu 
Name:
Haifeng Lu 
Title: President 

/s/ Haifeng Lu 
Haifeng Lu


[Signature Page to Cancellation Agreement]