AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 16_th day of October,
2006, by and between:
Xxxxx Xxxxxxx, a businessman having an address for notice and delivery
located at 00X Xxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000 (the "Seller" )
and
Xx Xx, a businessman having an address for notice and delivery located at
Xxxx 000, Xxxxxxxx X, 000 Xxx-xxx Xx., Xxxxxxxx, xxxxx 200080 (the
"Purchaser").
R E C I T A L S:
FIRST, Seller is the owner of an aggregate of 1,000,000 shares (the
"Shares") of common stock of Cdoor, Inc., a Delaware corporation ("Cdoor", or
the "Company");
SECOND, Seller desires to sell the Shares to Purchaser on the terms and
conditions provided for in this Agreement.
THRID, Purchaser desires to purchase the Shares from the Seller on the
terms and conditions provided for in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and conditions of this
Agreement, the Seller is selling, assigning, and delivering the Shares to the
Purchaser at the closing provided for in Section 1.03 hereof (the "Closing"),
free and clear of all liens, charges, or encumbrances of whatsoever nature.
1.02 Consideration. Seller acknowledges that Purchaser is purchasing
the Shares for consideration of US$225,000, which shall be delivered to Escrow
Agent as set forth in Paragraph 1.04 below.
1.03 Closing. The Closing of the transactions provided for in this
Agreement is taking place on or before October 31, 2006 and no sooner than after
the tenth day after the filing of a Schedule 14F with the SEC on XXXXX.
1.04 Escrow. The Purchaser will deliver to Xxxxx Xxxxx & Associates,
PLLC, to the attention of Xxxxx Xxxxx, as escrow agent (the "Escrow Agent"),
US$225,000 for the purchase of the Shares. Concurrently therewith the Seller
will deliver to Escrow Agent duly endorsed stock certificates representing
1,000,000 "restricted" shares of common stock (the "Shares"). Upon receipt of
the aforementioned from both parties, Escrow Agent will deliver the Shares to
Purchaser and Escrow Agent will deliver the US$225,000, less any agreed Escrow
Agent fees, to Seller at the Closing. In the event either party fails to deposit
their respective money and Shares by October 23, 2006, this agreement will
terminate.
II. REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The Seller hereby represents and warrants to the Purchaser that to the
best of the Seller's knowledge, with the intent that the Purchaser will rely on
these representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement, that:
2.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
Delaware, and is qualified in no other state.
(b) The authorized capital stock of the Company consists of
50,000,000 shares of common stock with a par value of $0.0001 per
share. As of the date of this Agreement, 3,025,000 common shares are
validly issued and outstanding, fully paid and non-assessable. There
are no outstanding options or other agreements of any nature
whatsoever relating to the issuance by the Company of any shares of
its capital stock.
(c) The Company has the corporate power and authority to carry
on its business as presently conducted.
2.02 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the Certificate
of Incorporation or Bylaws of the Company, or of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which the
Company or the Seller is a party or by which the Company or the Seller is bound.
2.03 Authority. The 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 the Seller and constitutes a valid and binding
instrument, enforceable in accordance with its terms.
2.04 Title to the Shares. The Seller is the sole legal and
beneficial owner of the Shares in Cdoor and has good and marketable title
thereto. All of the Shares owned by the Seller are owned free and clear of any
liens, claims, options, charges, or encumbrances of whatsoever nature. The
Seller has the unqualified right to sell, assign, and deliver the Shares, and,
upon consummation of the transactions contemplated by this Agreement, the
Purchaser will acquire good and valid title to the Shares, free and clear of all
liens, claims, options, charges, and encumbrances of whatsoever nature. The
Purchaser acknowledges that the Shares being acquired from the Seller are
restricted securities so that such Shares will have trading restrictions.
2.05 Control Shares. The Certificates representing the Shares
delivered pursuant to this Agreement are owned by an affiliate of the Company
and accordingly are restricted securities as that term is defined in Rule 144 of
the Securities Act of 1933 (the "Act"). As such, upon transfer of the Shares to
the Purchaser, the Purchaser will begin a new holding period as set forth in
Rule 144 and the Shares may not be resold without registration or pursuant to an
exemption from registration for the holding period set forth in Rule 144.
Accordingly, certificates issued to the Purchaser will contain an appropriate
restrictive legend.
2.06 Undisclosed Liabilities. Except to the extent reflected in the
balance sheet of the Company, the Company, as of that date, had no liabilities
or obligations of any nature, whether absolute, accrued, contingent, or
otherwise and whether due or to become due. Further, the Seller does not know or
has no reasonable ground to know of any basis for the assertion against the
Company of any liability or obligation as of September 30, 2006, of any nature
or in any amount not fully reflected or reserved against in the financial
statements.
2.07 Tax Returns. The Company has duly filed all tax reports and
returns required to be filed by it and has fully paid all taxes and other
charges claimed to be due from it by federal, state, or local taxing authorities
(including without limitation those due in respect of its properties, income,
franchises, licenses, sales, and payrolls); there are no liens upon any of the
Company's property or assets; there are not now any pending questions relating
to, or claims asserted for, taxes or assessments asserted against the Company.
2.08 Title to Properties; Encumbrances. The Company has good and
marketable title to all of its properties and assets, real and personal,
tangible and intangible.
2.09 No Claims; Indemnity. There are currently no claims or lawsuits
threatened or pending against the Company or the Seller as the owner of its
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 Shares from the Seller to the Purchaser
any claim or lawsuit shall be filed against Cdoor or the Purchaser (as the owner
of the Shares), arising out of any circumstances whatsoever prior to transfer of
the shares, the Seller shall defend, indemnify and hold the Purchaser harmless
from and against any and all such claims or lawsuits or any awards or judgments
granted thereunder.
III. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.
The Purchaser hereby represents and warrants to the Seller
that to the best of the Purchaser's knowledge, with the intent that the Seller
will rely on these representations and warranties in entering into this
Agreement, and in concluding the purchase and sale contemplated by this
Agreement, that:
3.01 Representations Regarding the Acquisition of the Shares.
(a) The undersigned Purchaser understands that the SHARES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE OR FOREIGN SECURITIES AGENCIES;
(b) The Purcahser is not an underwriter and is acquiring the
Seller's Shares solely for investment for the account of the
Purchaser and not with a view to, or for, resale in connection with
any distribution within the meaning of the federal securities act,
the state securities acts or any other applicable laws;
(c) The Purchaser understands the speculative nature and risks
of investments associated with the Company and confirms that the
Shares are suitable and consistent with his investment program and
that his financial position enables him to bear the risks of this
investment;
3.02 Authority. The 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 the Purchaser and constitutes a valid and binding
instrument, enforceable in accordance with its terms.
3.03 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of any contract,
commitment, indenture, other agreement or restriction of any kind or character
to which the Purchaser is a party or by which the Purchaser is bound.
3.04 Rule 144 Restriction. The Purchaser hereby agrees that such
shares are restricted pursuant to Rule 144 and therefore subject to Rule 144
resale requirements.
IV. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival of Representations. All representations, warranties,
and agreements made by any party in this Agreement or pursuant hereto shall
survive the execution and delivery hereof for a period of one (1) year from and
after the Closing.
4.02 Indemnification. The Seller agrees to indemnify the Purchaser
and hold him harmless from and in respect of any assessment, loss, damage,
liability, cost, and expense (including, without limitation, interest,
penalties, and reasonable attorneys' fees) in excess of $10,000.00 in the
aggregate, imposed upon or incurred by the Purchaser resulting from a breach of
any agreement, representation, or warranty of the Seller. Assertion by a party
to their right to indemnification under this Section 5.02 shall not preclude the
assertion by the parties of any other rights or the seeking of any other
remedies against the opposing party.
V. MISCELLANEOUS.
5.01 Expenses. All fees and expenses incurred by the Purchaser and
Seller in connection with the transactions contemplated by this Agreement shall
be borne by the respective parties hereto.
5.02 Further Assurances. From time to time, at the Purchaser's
request and without further consideration, the Seller, at his expense, will
execute and transfer such documents and will take such action as the Purchaser
may reasonably request in order to effectively consummate the transactions
herein contemplated.
5.03 Entire Agreement. This Agreement contains all of the terms
agreed upon by the parties with respect to the subject matter hereof. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be amended only by
a written instrument duly executed by the parties hereto or their respective
successors or assigns.
5.04 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.
5.05 Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretations of this Agreement.
5.06 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.
5.07 Governing Law. The situs of this Agreement is Vancouver,
British Columbia, and for all purposes this Agreement will be governed
exclusively by and construed and enforced in accordance with the laws and Courts
prevailing in the Province of British Columbia, without regard to its
conflict-of-laws rules.
5.08 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed (registered or certified mail, postage
prepaid, return receipt requested) as follows:
If to the Seller: Xxxxx Xxxxxxx
00X Xxxxx Xxxxxx Torah
Xxxxxxxxx, Xxxxxx 00000
If to the Purchaser: Xx Xx
Xxxx 000, Xxxxxxxx X, 000 Xxx-xxx Xx.
Xxxxxxxx, Xxxxx 000000
5.09 Effect. In the event any portion of this Agreement is deemed to
be null and void under any state, provincial, or federal law, all other portions
and provisions not deemed void or voidable shall be given full force and effect.
5.10 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.
5.11 Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures are acceptable and deemed original signatures.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Seller and the Purchaser, on the date first above written.
SELLER:
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XXXXX XXXXXXX
PURCHASER:
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XX XX
