f8k121708ex10_expedite3.htm


     

     

    Exhibit
10.1

     

    
      AGREEMENT

       

       

          AGREEMENT
made as of the 17th day of December, 2008, by and between:

       

          Sheila Hunter
with an address at 212 Carnegie Center, #206, Princeton, NJ
08540 ("SELLER");

       

                                                                                          
and

       

          Malcolm
Myers, as
purchaser with an
address at 7 Nicklesburg Rd. Unit 302, Monroe, NY
10950 ("PURCHASER").

      


      R E C I T A L
S:

      


          FIRST, SELLER is the owner of 100,000
shares of common stock of Expedite 3, 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 $30,000.  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.

       

       

      
        
          
          

        

        
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          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 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.

       

          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:

       

       

      
        
          
          

        

        
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          3.1         Authority.  PURCHASER has the power and
authority to execute and deliver this Agreement, to perform her 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 are a party or by
which PURCHASER are
bound.

       

          3.3        
Rule 144
Restriction. PURCHASER hereby agree 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.

       

          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.

       

       

      
        
          
          

        

        
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          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 Anslow & Jaclin, LLP
represents Expedite and no other party in this transaction.  It has
drafted this agreement for convenience purposes only.

       

       

      
        
          
          

        

        
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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/ Sheila Hunter	 
	 	 	SHEILA
      HUNTER	 


        

         

         

      

      
        
          
            	 	PURCHASER:	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Malcolm Myers	 
	 	 	Malcolm
      MYERS 	 


          

           

           

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