Preview
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023
EXHIBIT B
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023
STOCK SALE & TRANSFER AGREEMENT
ORIENTAL PALM SPRINGS INC.
28"'
This Stock Sale and Transfer Agreement (this "Aureement") is made as of the day of
August, 2022 by and between SHENG LIN, of 13257 SANDFORD AVENUE, FLUSHING, NEW
YORK 1 1355 ("Transferee") and SIN CHOW CHEN, of 29 MOORE STREET, Apt. 12D,
BROOKLYN, NEW YORK 11206. ("Transferor").
RECITALS:
199REE45 ORIENTAL PALM SPRINGS INC., is a corporation duly registered and
existing in the State of New York (the "Comp_any"); and
If9EEEAS Transferor is the sole owner of 100%, or Two-hundred 200, of the authorized but
not issued shares of the stocks of the Company ("Stocks"); and
If2ERE44 Transferor desires to sell and transfer forty-five (45%) percent of the Stocks, or
(90) shares, to Transferee, and Transferee agrees to accept from transferor, the forty-five (45%)
ninety
percent, or (90) shares, of the Stocks of the Company upon the terms and conditions provided
ninety
herein.
NO½f, THEREFORE, ITIS A6REED AS FOLLO½fS:
Ang««mirr:
1. Sale & Transfer. Transferor agrees to sell, transfer and assigns to Transferee, and
Transferee agrees to purchase and accepts said forty-five (45%) percent, or ninety (90) shares of the
Stocks from the Transferor for the sum of two-hundred-fifty and 00/100 ($250,000.00) dollars in
certified funds, receipt of which funds is acknowledged by the Transferor.
2. Effective Date: Closine. The sale and transfer of the shares of the Stocks as stated in
this Agreement shall be effective immediately upon execution of this Agreement.
3. Transferor's Representations. Transferor represents and warrants to Transferee that:
(a) Transferor owns good and marketable title to the Stocks, free and clear of all
security interests, pledges, liens and encumbrances. The forty-five (45%) percent shares of Stocks
shall be transferred and delivered to transferee free and clear of all security interests, pledges, liens and
encumbrances.
(b) Transferor has all necessary power and authority to sell, transfer and deliver the
Stocks to the Transferee and to enter into this Agreement and perform its obligations under this
Agreement. Transferor is the lawful and beneficial owner of all of the Stocks.
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023
(c) Neither the execution and delivery of this Agreement or the Company stock
certificate nor the consummation of the transactions contemplated by this Agreement, conflicts with,
will result in a breach of, or constitutes a default under (upon the giving of notice or lapse of time or
both) agreement, contract, lease, license, instrument or other arrangement to which Transferor is a
any
party or by which Transferor is bound or to which the Stocks are subjected to.
(d) This Agreement, upon valid execution by both parties, is binding upon and
enforceable against Transferor in accordance with its terms.
4. Transferee Representations. Transferee represents and warrants to Transferor that:
Transferee has all power and to enter to acquire the forty-
(a) necessary authority
five (45) percent, or ninety (90) shares of Stocks, and enter into this Agreement and perform its
obligations under this Agreement.
(b) Neither the execution and delivery of this Agreement or the Stock Power
Certificate, nor the consummation of the transactions contemplated by this Agreement, conflicts with,
will result in a breach of, or constitutes a default under (upon the giving of notice or lapse of time or
both) any agreement, contract, lease, license, instrument or other arrangement to which Transferee is a
party or by which Transferee is bound.
5. Miscellaneous.
(a) The validity, construction, enforcement and effect of this Agreement shall be
governed exclusively by the internal laws of the state of New York without regard to its conflicts of
laws provisions and shall be construed without regard to any rules of construction regarding the party
responsible for the drafting hereof.
(b) This Agreement may not be amended or modified except by a writing signed by
both parties hereto.
(c) The headings of the several clauses in this Agreement are inserted for
convenience only and are not intended to be part of or to affect the meaning or interpretation of this
Agreement.
(d) The recitals to this Agreement constitute an integral part hereof and are
incorporated herein by reference. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior oral or written agreements pertaining
thereto.
(e) This Agreement may be executed in one or more counterparts, including by
signature pages delivered in electronic format, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023
INMrlTNESS WHEREOF the parties hereto have executed this Agreement as of the date first
.above written.
Transferor:
By:
Print Name: S,N CHOW CHEN
SS#:
Transferee:
By:
Print Name: .SHENGLIN
SS#: OÓ9
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023
STOCK SALE & TRANSFER AGEREMENT
ORIENTAL PALM SPRINGS INC.
By and between
SIN CHOW CHEN,
TRAMERoa
and
SHEN LIN,
Dated: August 28, 2022
Prepared by:
Law office of Gavin M Choi, PC
109 Lafayette Street
Suite802, New York, New York 10013
Tel: 1 925-4759
Fax: 1 941-1330
Preview
FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023 EXHIBIT B FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023 STOCK SALE & TRANSFER AGREEMENT ORIENTAL PALM SPRINGS INC. 28"' This Stock Sale and Transfer Agreement (this "Aureement") is made as of the day of August, 2022 by and between SHENG LIN, of 13257 SANDFORD AVENUE, FLUSHING, NEW YORK 1 1355 ("Transferee") and SIN CHOW CHEN, of 29 MOORE STREET, Apt. 12D, BROOKLYN, NEW YORK 11206. ("Transferor"). RECITALS: 199REE45 ORIENTAL PALM SPRINGS INC., is a corporation duly registered and existing in the State of New York (the "Comp_any"); and If9EEEAS Transferor is the sole owner of 100%, or Two-hundred 200, of the authorized but not issued shares of the stocks of the Company ("Stocks"); and If2ERE44 Transferor desires to sell and transfer forty-five (45%) percent of the Stocks, or (90) shares, to Transferee, and Transferee agrees to accept from transferor, the forty-five (45%) ninety percent, or (90) shares, of the Stocks of the Company upon the terms and conditions provided ninety herein. NO½f, THEREFORE, ITIS A6REED AS FOLLO½fS: Ang««mirr: 1. Sale & Transfer. Transferor agrees to sell, transfer and assigns to Transferee, and Transferee agrees to purchase and accepts said forty-five (45%) percent, or ninety (90) shares of the Stocks from the Transferor for the sum of two-hundred-fifty and 00/100 ($250,000.00) dollars in certified funds, receipt of which funds is acknowledged by the Transferor. 2. Effective Date: Closine. The sale and transfer of the shares of the Stocks as stated in this Agreement shall be effective immediately upon execution of this Agreement. 3. Transferor's Representations. Transferor represents and warrants to Transferee that: (a) Transferor owns good and marketable title to the Stocks, free and clear of all security interests, pledges, liens and encumbrances. The forty-five (45%) percent shares of Stocks shall be transferred and delivered to transferee free and clear of all security interests, pledges, liens and encumbrances. (b) Transferor has all necessary power and authority to sell, transfer and deliver the Stocks to the Transferee and to enter into this Agreement and perform its obligations under this Agreement. Transferor is the lawful and beneficial owner of all of the Stocks. FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023 (c) Neither the execution and delivery of this Agreement or the Company stock certificate nor the consummation of the transactions contemplated by this Agreement, conflicts with, will result in a breach of, or constitutes a default under (upon the giving of notice or lapse of time or both) agreement, contract, lease, license, instrument or other arrangement to which Transferor is a any party or by which Transferor is bound or to which the Stocks are subjected to. (d) This Agreement, upon valid execution by both parties, is binding upon and enforceable against Transferor in accordance with its terms. 4. Transferee Representations. Transferee represents and warrants to Transferor that: Transferee has all power and to enter to acquire the forty- (a) necessary authority five (45) percent, or ninety (90) shares of Stocks, and enter into this Agreement and perform its obligations under this Agreement. (b) Neither the execution and delivery of this Agreement or the Stock Power Certificate, nor the consummation of the transactions contemplated by this Agreement, conflicts with, will result in a breach of, or constitutes a default under (upon the giving of notice or lapse of time or both) any agreement, contract, lease, license, instrument or other arrangement to which Transferee is a party or by which Transferee is bound. 5. Miscellaneous. (a) The validity, construction, enforcement and effect of this Agreement shall be governed exclusively by the internal laws of the state of New York without regard to its conflicts of laws provisions and shall be construed without regard to any rules of construction regarding the party responsible for the drafting hereof. (b) This Agreement may not be amended or modified except by a writing signed by both parties hereto. (c) The headings of the several clauses in this Agreement are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (d) The recitals to this Agreement constitute an integral part hereof and are incorporated herein by reference. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements pertaining thereto. (e) This Agreement may be executed in one or more counterparts, including by signature pages delivered in electronic format, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023 INMrlTNESS WHEREOF the parties hereto have executed this Agreement as of the date first .above written. Transferor: By: Print Name: S,N CHOW CHEN SS#: Transferee: By: Print Name: .SHENGLIN SS#: OÓ9 FILED: QUEENS COUNTY CLERK 08/10/2023 05:55 PM INDEX NO. 716561/2023 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 08/10/2023 STOCK SALE & TRANSFER AGEREMENT ORIENTAL PALM SPRINGS INC. By and between SIN CHOW CHEN, TRAMERoa and SHEN LIN, Dated: August 28, 2022 Prepared by: Law office of Gavin M Choi, PC 109 Lafayette Street Suite802, New York, New York 10013 Tel: 1 925-4759 Fax: 1 941-1330