AGREEMENT
AGREEMENT
made as of the 24th day of November 2006, by and between:
Xxxxxxx
Xxxxxxx
with
an
address at 0000 Xxxxx 0, #0000, Xxxxxxxx, Xxx Xxxxxx 00000 ("SELLER");
and
Xxxxxxx
Xxxxxxxx with
an
address at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx 00000 ("PURCHASER").
R
E C I T A L S:
FIRST,
SELLER
is the
owner of 100,000 shares of common stock of 4302, Inc., a Delaware corporation
("4302").
SECOND,
SELLER
desires
to sell all 100,000 of his issued and outstanding shares in 4302 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 4302
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 4302 shares to PURCHASER.
2.0 Representations
and Warranties of SELLER.
SELLER
hereby
represents and warrants to PURCHASERS
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 4302 and that PURCHASER
is
purchasing all of the issued and outstanding shares of 4302. SELLER
hereby
agrees that upon receipt of the consideration set forth above, he is
relinquishing all interest in the 100,000 shares of 4302 stock. In
addition, upon execution of this agreement, SELLER
shall
resign as the sole officer and director of 4302.
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 4302.
SELLER
is the
sole legal and beneficial owner of its shares in 4302 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 4302 or
SELLER
as the
owner of the 4302 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 4302 shares from SELLER
to
PURCHASER
any
claim or lawsuit shall be filed against 4302 or PURCHASER
(as
the
owner of the 4302 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. In addition, both parties hereby acknowledge that Xxxxxx &
Jaclin, LLP represents 4302 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.
SELLER:
By:
/s/
Xxxxxxx Xxxxxxx
XXXXXXX
XXXXXXX
PURCHASER
By:
/s/ Xxxxxxx Xxxxxxxx
XXXXXXX
XXXXXXXX
