SHARE PURCHASE AGREEMENT
Exhibit
10.1
This
agreement (the “Agreement”) made as of the 29th day of January 2010, by and
among:
Xxxxxx Xxxxxx
with an address at 000 Xxxxxxxx Xxxxxx, #000, Xxxxxxxxx, XX
00000 (“Seller”);
and
Red Sky
Enterprises Ltd. a BVI company located at Xxxxxxx Xxxxx, 0xx
Xxxxx, 00-00 Xxxx Xxxxxx P.O. Box HM 1431, Xxxxxxxx XX FX Bermuda (the “Purchaser”).
R E C I T A L
S:
FIRST, Seller is the owner of
3,742,500 shares of common stock of Expedite 5, Inc., a Delaware corporation
(“Expedite”).
SECOND, Seller desires to sell all
1,247,500 of her issued and outstanding shares in Expedite to the Purchaser in consideration of
the following.
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 1,247,500 of her issued and outstanding shares in Expedite to Purchaser in consideration of
$10,000. Upon receipt of the consideration into the Xxxxxx &
Jaclin, LLP Attorney Trust Account, Seller will immediately
forward the 1,247,500 Expedite shares to Purchaser.
2.0 Representations and
Warranties of Seller. Seller hereby represents and
warrants to the Purchaser 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 she is
the sole shareholder of Expedite. Seller hereby agrees that upon
receipt of the consideration set forth above, she is relinquishing all interest
in the 1,247,500 shares of stock of Expedite. In addition, upon
execution of this agreement, Seller shall resign as the
sole officer and director of Expedite.
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.
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2.4 Title to Seller's shares in
Expedite. Seller is the sole legal and
beneficial owner of its shares in Expedite 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 Expedite or Seller as the owner of the
Expedite 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 Expedite shares from Seller to Purchaser any claim or lawsuit
shall be filed against Expedite or Purchaser (as the owner of the
Expedite shares), arising out of any circumstances whatsoever prior to transfer
of the shares, Seller shall defend, indemnify
and hold Purchaser
harmless from and against any and all such claims or lawsuits or any awards or
judgments granted thereunder.
3.0 Representations and
Warranties of Purchaser. Purchaser hereby
unconditionally represents and warrants to Seller that:
3.1 Authority. Purchaser has the power and
authority to execute and deliver this Agreement, to perform his obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Purchaser and constitutes a
valid and binding instrument, enforceable in accordance with its
terms.
3.2 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 Purchaser is a party or by
which Purchaser is
bound.
3.3 Rule 144 Restriction.
Purchaser hereby agrees
that such shares are restricted securities and further subject to Rule 144
resale requirements.
4.0 Notices. Notice
shall be given by certified mail, return receipt requested, the date of notice
being deemed the date of postmarking. Notice, unless either party has
notified the other of an alternative address as provided hereunder, shall be
sent to the address as set forth herein.
5.0 Governing
Law. This Agreement shall be interpreted and governed in accordance
with the laws of the State of New Jersey without regard to principles of
conflicts of laws.
6.0 Severability. In
the event that any term, covenant, condition, or other provision contained
herein is held to be invalid, void or otherwise unenforceable by any court of
competent jurisdiction, the invalidity of any such term, covenant, condition,
provision or Agreement shall in no way affect any other term, covenant,
condition or provision or Agreement contained herein, which shall remain in full
force and effect.
7.0 Entire
Agreement. This Agreement contains all of the terms agreed upon by
the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
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8.0 Invalidity. If
any paragraph of this Agreement shall be held or declared to be void, invalid or
illegal, for any reason, by any court of competent jurisdiction, such provision
shall be ineffective but shall not in any way invalidate or affect any other
clause, Paragraph, section or part of this Agreement.
9.0 Gender and
Number. Words importing a particular gender mean and include
the other gender and words importing a singular number mean and include the
plural number and vice versa, unless the context clearly indicated to the
contrary.
10.0 Amendments. No
amendments or additions to this Agreement shall be binding unless in writing,
signed by both parties, except as herein otherwise provided.
11. No
Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
12. Waiver of
Counsel. Purchaser and Seller hereby acknowledge that
they have the right to obtain legal counsel for this transaction. In
addition, both parties hereby acknowledge that Xxxxxx & Xxxxxx, LLP
represents Expedite and no other party in this transaction. It has
drafted this agreement for convenience purposes only.
13. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Fax and PDF copies of signatures shall be treated as
originals for all purposes.
[Intentionally
Blank Signature Page Follows]
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IN WITNESS
WHEREOF, and intending to be legally bound, the parties hereto have
signed this Agreement by their duly authorized officers the day and year first
above written.
SELLER:
By: /S/ XXXXXX
XXXXXX
XXXXXX
XXXXXX
PURCHASER:
By: /S/ XXXXXXXX
XXXXXXXXX
XXXXXXXX
XXXXXXXXX
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