AGREEMENT
AGREEMENT
AGREEMENT
made as of the 27th
day of
March, 2007, by and between:
Xxxxxxx
Xxxxxxx with
an
address at 0000 Xxxxx 0, #0000, Xxxxxxxx, Xxx Xxxxxx 00000 (“SELLER”);
and
Xxxxxx
Xxxxxx with
an
address at 00000 XxxXxxxxx Xxxx. Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000
(“PURCHASER”).
R
E C I T A L S:
FIRST,
SELLER
is the
owner of 100,000 shares of common stock of 4301, Inc., a Delaware corporation
(“4301”).
SECOND,
SELLER
desires
to sell all 100,000 of his issued and outstanding shares in 4301 to PUCHASER.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
1.0 Transfer
of Shares.
SELLER
hereby
transfers and delivers 100,000 of his issued and outstanding shares in 4301
to
PUCHASER
in
consideration of $30,000. Upon receipt of the consideration into the Xxxxxx
& Xxxxxx, LLP Attorney Trust Account, SELLER
will
immediately forward the 100,000 4301 shares to PUCHASER.
2.0 Representations
and Warranties of SELLER.
SELLER
hereby
represents and warrants to PUCHASER
that:
2.1 Authority.
SELLER
has the
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated
hereby. This Agreement has been duly executed and delivered by SELLER
and
constitutes a valid and binding instrument, enforceable in accordance with
its
terms.
2.2
Resignation.
SELLER
represents
that he is the sole shareholder of 4301 and that PUCHASER
are
purchasing all of the issued and outstanding shares of 4301. SELLER
hereby
agrees that upon receipt of the consideration set forth above, he is
relinquishing all interest in the 100,000 shares of 4301 stock. In addition,
upon execution of this agreement, SELLER
shall
resign as the sole officer and director of 4301.
2.3 Compliance
with Other Instruments.
The
execution, delivery and performance of this Agreement is in compliance with
and
does not conflict with or result in a breach of or in violation of the terms,
conditions or provisions of any agreement, mortgage, lease or other instrument
or indenture to which SELLER
is a
party or by which SELLER
is
bound.
2.4 Title
to SELLER’S
shares in 4301.
SELLER
is the
sole legal and beneficial owner of its shares in 4301 and has good and
marketable title thereto, free and clear of any liens, claims, rights and
encumbrances.
2.5 No
Claims; Indemnity. There
are currently no claims or lawsuits threatened or pending against 4301 or
SELLER
as the
owner of the 4301 shares, and SELLER
is
unaware of any conditions or circumstances that would lead to or justify the
filing of any claim or lawsuit. If, after the consummation of this transaction
and the transfer of the 4301 shares from SELLER
to
PUCHASER
any
claim or lawsuit shall be filed against 4301 or PUCHASER
(as
the
owner of the 4301 shares), arising out of any circumstances whatsoever prior
to
transfer of the shares, SELLER
shall
defend, indemnify and hold PUCHASER
harmless
from and against any and all such claims or lawsuits or any awards or judgments
granted thereunder.
ACCEPTED
AND AGREED TO BY:
4301,
INC.
By:
/s/
Xxxxxxx Xxxxxxx
XXXXXXX
XXXXXXX
President
and sole shareholder
ACCEPTED
AND AGREED TO BY:
By:
/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
