AGREEMENT
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AGREEMENT
made as of the 27th day of October, 2006, by and between:
Xxxxxx Xxxxxxxx with an address at <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />2311 Xxxx 00xx Xxxxxx, #00, Xxxxxxx, Xxxxxxxxxx 00000 ("SELLER");
and
Halston Capital Ltd.,
as
Purchaserwith an address at #6 3rd
Floor Qwomar trading Building, Road Town Tortola, British Virgin Island ("PURCHASER").
R
E C I T A L
S:
FIRST, SELLER is the owners
of a 4,000,000 shares of common stock of Eco Depot, Inc. a Nevada corporation ("Eco
Depot");
SECOND,
SELLER desires to sell all 4,000,000
of her issued and outstanding shares in Eco Depot 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 transfer and delivers her
4,000,000 issued and outstanding shares in Eco Depot to PURCHASER in consideration of $450,000
(the “CONSIDERATION”).
Upon
receipt of the CONSIDERATION into the Escrow Account
of Xxxxxxx Xxxxxxx, as defined and set forth in that certain Escrow Agreement
between SELLER and PURCHASER
(“ESCROW AGREEMENT”), SELLER will immediately forward
the
4,000,000 Eco Depot 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
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.
2.3
Title to SELLER's
shares
in Eco Depot. SELLER
is the sole legal and beneficial
owner of its shares in Eco Depot and has good and marketable title thereto,
free
and clear of any liens, claims, rights and encumbrances.
2.4
No Claims; Indemnity.
There are currently no claims or lawsuits threatened or pending against
Eco Depot or 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 Eco Depot shares from
SELLER to PURCHASER
any claim or lawsuit shall be
filed against Eco Depot or PURCHASER
(as the owner of the Eco Depot 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 warrant 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 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.
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:
___________________________
XXXXXX
XXXXXXXX
PURCHASER
Halston
Capital Ltd.
By:
_
_________________________
Name:
________________________
Title:
_________________________
