AGREEMENT
AGREEMENT
made as of the 11 th
day of February, 2008, by and between:
Sheila Hunter with an address at 212 Carnegie Center #206, Princeton , NJ 08540
("
SELLER
");
and
Exchequer, Inc. and/or
its assigns , as
purchaser with an
address at c/o
Mark Lichtenstein
("PURCHASER")
Crowell
& Moring
153 EAST 53
rd , 31
st
Floor
New York, NY 10022
- 4611
R E C I T
A L S :
FIRST, SELLER is the
owner of 100,000 shares of common stock of Expedite 1, Inc.,
a Delaware corporation ("Expedite").
SECOND,
SELLER
desires to sell all 100,000 of her issued and outstanding
shares in Expedite 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 her issued and
outstanding shares in Expedite to PURCHASER in
consideration of $97,000. Upon receipt of the
consideration into the Anslow & Jaclin, LLP Attorney Trust
Account, SELLER will
immediately forward the 100,000 Expedite 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 she is the sole shareholder of Expedite and that
PURCHASER are
purchasing all of the issued and outstanding shares of
Expedite. SELLER hereby
agrees that upon receipt of the consideration set forth
above, she is relinquishing all interest in the 100,000
shares of Expedite stock. 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.
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 s
