AGREEMENT
AGREEMENT made as of the 31th day of January, 2005, by and
between:
Xxxxx Xxxxxxx with an address at 0000 XX Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 4R6("SELLER");
and
Xxxx Xxxxx, with an address at 0000-00 Xxxxxxx Xxxxxx X., Xxxxxxx,
Xxxxxx X0X0X0 ("PURCHASER").
R E C I T A L S:
----------------
FIRST, SELLER is the owner of 100,000 shares of common stock of
Artcraft III, Inc., a Delaware corporation ("Artcraft").
SECOND, SELLER desires to sell all 100,000 of his issued and
outstanding shares in Artcraft 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 Artcraft to PURCHASER in consideration of $36,000.
Upon receipt of the consideration into the Xxxxxx & Xxxxxx, LLP Attorney
Trust Account, SELLER will immediately forward the 100,000 Artcraft
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 Artcraft and that PURCHASER is purchasing all of the
issued and outstanding shares of Artcraft. SELLER hereby agrees that
upon receipt of the consideration set forth above, he is relinquishing
all interest in the 100,000 shares of Artcraft stock. In addition, upon
execution of this agreement, SELLER shall resign as the sole officer and
director of Artcraft.
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 ARTCRAFT. SELLER is the
----------------------------------------
sole legal and beneficial owner of its shares in Artcraft 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 Artcraft or SELLER as the owner
of the Artcraft 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 Artcraft shares from SELLER to PURCHASER any claim or lawsuit
shall be filed against Artcraft or PURCHASER (as the owner of the
Artcraft 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 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. 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. Notwithstanding same, they hereby waive their rights to
such legal counsel. In addition, both parties hereby acknowledge
that
Xxxxxx & Jaclin, LLP represents Artcraft 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/ Xxxxx Xxxxxxx
---------------------------- ------------------------------
XXXXX XXXXXXX
ATTEST PURCHASER:
By: /s/ Xxxx Xxxxx
---------------------------- ------------------------------
XXXX XXXXX
