SHARE PURCHASE AGREEMENT
Exhibit
10.2
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
First Equity Group Ltd. a Hong
Kong company located at 7B2, 00 Xxx Xxxx Xxxxx Xxxx Xxxx (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/ XXX XXX
XXXX
XXX XXX
XXXX
Director
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