AGREEMENT
AGREEMENT made as of the 27th day of January, 2005, by and between:
Xxxxxxx Neussler with an address at 000 Xxxx Xxxxxx, #0000, Xxx Xxxx, Xxx
Xxxx 10022("SELLER");
and
Subei Business Development, Ltd with an address at 000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxx, XX 00000.
("PURCHASER").
R E C I T A L S:
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FIRST, SELLER is the owner of 100,000 shares of common stock of Xxxxxxx 2,
Inc., a Delaware corporation ("Xxxxxxx").
SECOND, SELLER desires to sell all 100,000 of his issued and outstanding
shares in Xxxxxxx 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.
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SELLER hereby transfers and delivers 100,000 of his issued and outstanding
shares in Xxxxxxx to PURCHASER in consideration of $30,000. Upon receipt of the
consideration into the Xxxxxx & Jaclin, LLP Attorney Trust Account, SELLER will
immediately forward the 100,000 Xxxxxxx shares to PURCHASER.
2.0 Representations and Warranties of SELLER. SELLER hereby represents and
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warrants to PURCHASER that:
2.1 Authority. SELLER has the power and authority to execute and deliver
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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
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Xxxxxxx and that PURCHASER is purchasing all of the issued and outstanding
shares of Xxxxxxx. SELLER hereby agrees that upon receipt of the consideration
set forth above, he is relinquishing all interest in the 100,000 shares of
Xxxxxxx stock. In addition, upon execution of this agreement, SELLER shall
resign as the sole officer and director of Xxxxxxx.
2.3 Compliance with Other Instruments. The execution, delivery and
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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 XXXXXXX. SELLER is the sole legal and
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beneficial owner of its shares in Xxxxxxx 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
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threatened or pending against Xxxxxxx or SELLER as the owner of the Xxxxxxx
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 Xxxxxxx shares from SELLER to PURCHASER
any claim or lawsuit shall be filed against Xxxxxxx or PURCHASER (as the owner
of the Xxxxxxx 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
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unconditionally represents and warrants to SELLER that:
3.1 Authority. PURCHASER has the power and authority to execute and
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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
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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
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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
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accordance with the laws of the State of New Jersey.
6.0 Severability. In the event that any term, covenant, condition, or
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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
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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
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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
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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
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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
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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
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have the right to obtain legal counsel for this transaction. Notwithstanding
same, they hereby waive their rights to such legal counsel. In addition, both
parties hereby acknowledge that Xxxxxx & Xxxxxx, LLP represents Xxxxxxx and no
other party in this transaction. It has drafted this agreement for convenience
purposes only.
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.
WITNESS SELLER:
By: /s/ XXXXXXX NEUSSLER
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XXXXXXX NEUSSLER
ATTEST PURCHASER:
SUBEI BUSINESS DEVELOPMENT, LTD.
By: /s/ XXXXXXXX XXXXX
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XXXXXXXX XXXXX
