Exhibit 10.3


 


CANCELLATION
AGREEMENT


 


This
CANCELLATION AGREEMENT (this “Agreement”), dated February 25, 2015 (the “Effective Date”),
by and between UNIQUE GROWING SOLUTIONS, INC. (F/K/A ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.) (the “Company”),
a Nevada corporation, and LINDA HIATT, individually (the “Canceling Party”). Company and Cancelling
Party are also hereinafter individually and jointly referred to as “Party” and/or “Parties”.


 


RECITALS


 


WHEREAS,
as of the date hereof, the Canceling Party is the owner of 7,350,000 shares of the Company’s common stock, par value $0.0001
per share (“Hiatt Shares”); and


 


WHEREAS,
the Parties, in connection with the Company’s Employment Agreement with the incoming Chief Executive Officer of the Company
to be dated as of the Effective Date, wish to cancel 4,500,000 shares of the Hiatt Shares (“Subject Shares”);
and


 


WHEREAS,
after the cancellation of the Subject Shares, the Canceling Party will own 2,850,000 Hiatt Shares (“Remaining Shares”).


 


AGREEMENT


 


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 and Payment for Cancellation. On the Effective Date, the Canceling Party will deliver to Company the necessary
documentation for the cancellation of the 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 Canceling 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. In return, the Company shall pay $45,000
to the Canceling Party within five business days of the Effective Date.


 


2.
Effective Date. This Agreement shall become effective upon the execution of this Agreement. The transactions to occur
at such place and time with respect to this Agreement are referred to herein as the “Closing”.


 


3.
Waiver. At and subsequent to the Closing, the Canceling Party hereby waives any and all rights and interests she has,
had or may have with respect to the cancelled Subject Shares.


 






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4.
Representations by the Canceling Party. (a) The Canceling Party owns the Subject Shares of record and beneficially
free and clear of all liens, claims, charges, security interests, and/or encumbrances of any kind whatsoever. The Canceling Party
has sole control over the Subject Shares and/or sole discretionary authority over any account in which they are held. Except for
this Agreement, no person/entity 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 Canceling 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 Canceling Party and constitutes a valid, binding obligation
of the Canceling Party, enforceable against it in accordance with its terms (except as such enforceability may be limited by
laws affecting creditor's rights generally).


 


(c) Canceling Party represents and
warrants that it has the requisite authority and capacity to enter into this Agreement, as well as carry out the terms/conditions
referenced herein. Additionally, Canceling Party represents and warrants that its compliance with the terms and conditions of
this Agreement and will not violate any instrument relating to the conduct of its business, or any other agreement which it may
be a party, or any federal and state rules or regulations applicable to either Party.


 


5.
Further Assurances. Each Party to this Agreement will use 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).


 


6.
Entire Agreement; Amendments. This Agreement contains the entire understanding of the Parties with respect to the matters
covered herein and therein and, except as specifically set forth herein, neither the Company nor the Canceling Party makes any
representation, warranty, covenant or undertaking with respect to such matters. No amendment, modification, termination or waiver
of any provision of this Agreement, and no consent to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by both Parties. Any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given.


 


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


 


8.
Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and
their respective successors and assigns. 


 


9.
Governing Law. This Agreement and the obligations, rights and remedies of the Parties hereto are to be construed in
accordance with and governed by the laws of the State of Nevada, with any action/dispute concerning this Agreement to be venued
in the County of Clark.


 


10.Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 






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11.
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. If any provision of this Agreement shall be held
invalid or unenforceable for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 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.


 


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


 


	 	UNIQUE
    GROWING SOLUTIONS, INC.
	 	(F/K/A
    ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.)
	 	 	 
	 	By:	/s/
    Peter Coker
	 	Name:	Peter
    Coker
	 	Title:	Sole
    Officer
	 	 	 
	 	By:	/s/
    Linda Hiatt
	 	LINDA
    HIATT, Individually


 


 


 


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