AGREEMENT
AGREEMENT
AGREEMENT
made as of the 22 day of October, 2007, by and between:
Xxxxxxx
Xxxxxxx with an address at 0000 Xxxxx 0, #0000, Xxxxxxxx, Xxx Xxxxxx
00000 ("SELLER");
and
Won
Bum Xxx,
as purchaser with an address at 00000 Xxxxx
Xxxxxx, Xx 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
Thermal Technology Services, Inc., a Delaware corporation ("Thermal Technology
Services").
SECOND,
SELLER desires to sell all 100,000 of his issued and
outstanding shares in Thermal Technology Services to 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 100,000 of his issued and outstanding shares
in
Thermal Technology Services to PURCHASER 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 Thermal Technology Services shares to
PURCHASER.
2.0 Representations
and Warranties of SELLER.
SELLER hereby represents and warrants
to
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 he is the sole shareholder of Thermal Technology
Services and that PURCHASER are purchasing all of the issued
and outstanding shares of Thermal Technology
Services. SELLER hereby agrees that upon receipt of
the consideration set forth above, he is relinquishing all interest in the
100,000 shares of Thermal Technology Services stock. In addition, upon
execution of this agreement, SELLER shall resign as the sole
officer and director of Thermal Technology Services.
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 Thermal Technology
Services. SELLER is the sole legal and
beneficial owner of its shares in Thermal Technology Services 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 Thermal Technology Services or
SELLER as the owner of the Thermal Technology Services 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 Thermal
Technology Services shares from SELLER to
PURCHASER any claim or lawsuit shall be filed against
Thermal
Technology Services or PURCHASER (as the owner of the Thermal
Technology Services 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.
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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 are a party or by which PURCHASER
are bound.
3.3 Rule
144
Restriction. PURCHASER hereby agrees that such shares are
restricted pursuant to Rule 144 and therefore 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.
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.
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.
11.0 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.
12.0 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 & Jaclin, LLP represents Thermal Technology Services
and no other party in this transaction. It has drafted this agreement
for convenience purposes only.
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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/ Xxxxxxx Xxxxxxx
XXXXXXX
XXXXXXX
PURCHASER:
By:
/s/ Won Bum Xxx
WON BUM XXX