SHARE EXCHANGE AGREEMENT
Exhibit 2.1
This
Share Exchange Agreement (the "Agreement") dated as
of the 21st day of October 2008, by and among Mod Hospitality, Inc., a Nevada
corporation with its principal executive offices at 00000 Xxx Xxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxx Xxxxxxxx, XX (the "Company"), ECV
Holdings, Inc., a Delaware corporation ("ECV"), with its principal office
located at 00000 Xxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, and Flora
Nutrients, Inc., a Nevada corporation with its principal office located at 000
X. Xxxxx Xx. #00000, Xxxxxx, XX 00000 and the sole shareholder of ECV
("FLNU").
WITNESSETH:
WHEREAS,
FLNU is the holder of all of the issued and outstanding capital stock of ECV
(the "ECV Common
Stock");
WHEREAS,
FLNU will transfer 100% of the ECV Common Stock in exchange for shares of the
Company;
WHEREAS,
FLNU is acquiring a 99.912% ownership interest in the Company; and
WHEREAS,
the Company is willing to issue 50,000,000 shares of its common stock, par value
$0.001 per share (the "Common Stock"),
equal to 99.912% of its issued and outstanding Common Stock, to FLNU in
consideration for all of the ECV Common Stock.
NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:
1.
Exchange of
Shares.
(a) Issuance of Common Stock by
the Company. On and subject to the terms and conditions set forth in this
Agreement, the Company will issue to FLNU an aggregate of 50,000,000 shares of
Common Stock which is equal to 99.912% of the Company's issued and outstanding
Common Stock, in exchange for 100% of the ECV Common Stock.
(b) Transfer of EVC Common Stock
by FLNU. Subject to the terms and conditions set forth in this Agreement,
FLNU will transfer to the Company all of the ECV Common Stock in exchange for
50,000,000 shares of Common Stock of the Company.
(c)
Closing. The
issuance of the Common Stock to FLNU and the transfer of the ECV Common Stock to
the Company will take place at a closing (the "Closing") on a date
as soon as possible after or contemporaneously with the satisfaction or waiver
of all the conditions to the closing set forth in Section 4 of this Agreement,
but in no event later than October 21, 2008 (the "Closing
Date").
2.
Representations and
Warranties of the Company. The Company hereby represents, warrants,
covenants
and agrees as follows:
(a) Organization and
Authority.
(i) The
Company is a corporation duly organized, validly existing and in good standing
under the
laws of the State of Nevada. The Company does not have any equity investment or
other interest, direct or indirect, in, or any outstanding loans, advances or
guarantees to or on behalf of, any domestic or foreign corporation, Limited
Liability Company, association, partnership, joint venture or other
entity.
(ii) Complete
and correct copies of the Company's certificate of incorporation and by-laws
are
available for review on the XXXXX system maintained by the U.S. Securities and
Exchange Commission (the "Commission") and has
been provided to Xxxxxx & Xxxxxx LLP, the counsel for ECV and
FLNU.
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(iii) The
Company has full power and authority to carry out the transactions provided for
in this
Agreement, and this Agreement constitutes the legal, valid and binding
obligations of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency and other laws of
general application affecting the enforcement of creditor's rights and except
that any remedies in the nature of equitable relief are in the discretion of the
court. All necessary action required to be taken by the Company for the
consummation of the transactions contemplated by this Agreement has been
taken.
(iv) The
execution and performance of this Agreement will not constitute a breach of any
agreement,
indenture, mortgage, license or other instrument or document to which the
Company is a party or by which its assets and properties are bound, and will not
violate any judgment, decree, order, writ, rule, statute, or regulation
applicable to the Company or its properties. The execution and performance of
this Agreement will not violate or conflict with any provision of the
certificate of incorporation or by-laws of the Company.
(v) The
Common Stock, when issued pursuant to this Agreement, will be duly and validly
authorized
and issued, fully paid and non-assessable. The issuance of the Common Stock to
FLNU is exempt from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to an exemption
provided by Section 4(2) and/or the Regulation D promulgated
thereunder.
(vi) The
Company has 175,000,000 shares of Common Stock authorized, of which 44,169
shares
are presently outstanding, and 10,000,000 shares of preferred stock have been
designated, of which 1,00,000 shares are presently outstanding. Except as
provided in, contemplated by, or set forth in this Agreement or the Company SEC
Documents (as defined in Section (2)(b)), the Company has no outstanding or
authorized warrants, options, other rights to purchase or otherwise acquire
capital stock or any other securities of the Company, preemptive rights, rights
of first refusal, registration rights or related commitments of any nature. All
issued and outstanding shares were either (i) registered under the Securities
Act, or (ii) issued pursuant to valid exemptions from registration pursuant to
Section 4(2) and/or the Regulation D of the Securities Act.
(vii) No
consent, approval or agreement of any person, party, court, governmental
authority, or entity
is required to be obtained by the Company in connection with the execution and
performance by the Company of this Agreement or the execution and performance by
the Company of any agreements, instruments or other obligations entered into in
connection with this Agreement.
(b) Commission Documents.
Financial Statements. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the
Commission pursuant to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act",
including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act
(all of the foregoing including filings incorporated by reference therein being
referred to herein as the "Company SEC
Documents")). The Company SEC Documents do not contain any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of the Company included in the Company SEC Documents comply as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared
in accordance with United States generally accepted accounting principles
("GAAP") applied on a consistent basis during the periods involved (except (i)
as may be otherwise indicated in such financial statements or the notes thereto
or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements), and fairly
present
in all material respects the financial position of the Company and its
subsidiaries as of the dates thereof and the results of operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments).
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(c) Absence of
Changes. Since June 30, 2008, except as set forth in the Company SEC
Documents, to the best of Company's knowledge, neither the company nor its
subsidiaries have experienced or suffered
(i) any
change in the consolidated assets, liabilities, or financial condition of the
Company, except
changes in the ordinary course of business which do not and will not have a
material adverse effect on the Company;
(ii) any
damage, destruction, or loss, whether or not covered by insurance, materially
and adversely
affecting the assets or financial condition of the Company (as conducted and as
proposed to be conducted);
(iii) any
change or amendment to a material contract, charter document or arrangement not
in the
ordinary course of business to which the Company is a party other than contracts
which are to be terminated at or prior to the Closing;
(iv) any loans
made by the Company to any of affiliate of the Company or any of the
Company's
employees, officers, directors, shareholders or any of its
affiliates;
(v) any
declaration or payment of any dividend or other distribution or any redemption
of any
capital stock of the Company;
(vi) any sale,
transfer, or lease of any of the Company's assets other than in the ordinary
course of
business;
(vii) any other
event or condition of any character which might have a material adverse effect
on the
Company;
(viii) any
satisfaction or discharge of any lien, claim or encumbrance or payment of any
obligation
by Company except in the ordinary course of business and that is not material to
the assets or financial
condition of the Company; or
(ix) any
agreement or commitment by the Company to do any of the things described in this
Section
2(c).
(d) Property.
Except as set forth in the Company SEC Documents, the Company does not own any
real estate and is not a party to any lease agreement.
(e) Taxes. The Company has filed all
federal, state, county and local income, excise, franchise, property and other
tax, governmental and/or related returns, forms, or reports, which are due or
required to be filed by it prior to the date hereof, except where the failure to
do so would have no material adverse impact on the Company, and has paid or made
adequate provision in the financial statement included in the Company SEC
Documents for the payment of all taxes, fees, or assessments which have or may
become due pursuant to such returns or pursuant to any assessments received. The
Company is not delinquent or obligated for any tax, penalty, interest,
delinquency or charge.
(f) Contracts
and Commitments. Except as contemplated under this Agreement or set forth
in the Company SEC Documents, the Company is not a party to any contract or
agreement other than the agreements that will be terminated at or prior to the
Closing.
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(g) No Adverse Change.
Since June 30, 2008, there has not been any Material Adverse Change in the
financial condition of the Company, although ECV recognizes that the Company has
continued not to generate any revenue and has continued to operate at a loss as
a result of ongoing expenses, including expenses relating to this Agreement and
the consummation of the transactions contemplated hereby. A Material Adverse
Change shall mean a material adverse change in the business, financial
condition, operations or prospects of a person.
(h) No Defaults. The
Company is not in violation of its certificate of incorporation or by-laws or
any judgment, decree or order, applicable to it.
(i) Litigation. There are
no material (i.e., claims which, if adversely determined based on the amounts
claimed, would exceed five thousand dollars ($5,000) in the aggregate) claims,
actions, suits, proceedings, inquiries, labor disputes or investigations
(whether or not purportedly on behalf of the Company) pending or, to Company's
knowledge, threatened against the Company or any of its assets, at law or in
equity or by or before any governmental entity or in arbitration or
mediation.
(j) Compliance with Laws.
The Company, to its knowledge, is in full compliance with all laws applicable to
it (including, without limitation, with respect to zoning, building, wages,
hours, hiring, firing, promotion, equal opportunity, pension and other benefit,
immigration, nondiscrimination, warranties, advertising or sale of products,
trade regulations, anti-trust or control and foreign exchange or, to the
Company's knowledge, environmental, health and safety
requirements).
(k) No Broker. Neither
the Company nor any of its agents or employees has employed or engaged any
broker or finder or incurred any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated by this
Agreement. The Company shall indemnify and hold FLNU harmless against any loss,
damage, liability or expense, including reasonable fees and expenses of counsel,
as a result of any brokerage fees, commissions or finders' fees which are due as
a result of the consummation of the transaction contemplated by this
Agreement.
(l) Reliance by FLNU. The
representations and warranties set forth in this Section 2 taken together, do
not contain any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained herein and therein, when taken
together, not misleading, and there is no fact which materially and adversely
affects the business, operations or financial condition of the Company. FLNU may
rely on the representations set forth in this Section 2 notwithstanding any
investigation it may have made.
3.
Closing
Deliveries.
(a) At
the Closing, the Company shall deliver or cause to be delivered to
FLNU:
(i) fully
executed and duly authorized transaction documents, including this Share
Exchange Agreement and all other ancillary documents and resolutions required by
the Company.
(ii) a
certificate registered in the name of FLNU representing the number of shares of
Common Stock;
(iii) a legal
opinion of counsel to the Company acceptable to FLNU (as set forth in Exhibit B attached
hereto);
(iv) a good
standing certificate of the Company; and
(iv) a
waiver of potential conflict of interest letter which consents to Xxxxxx &
Jaclin, LLP's representation of the Company (as set forth in Exhibit C attached
hereto).
4
(b) At
the Closing, FLNU and ECV shall deliver or cause to be delivered to the
Company:
(i) fully
executed and duly authorized transaction documents, including this Share
Exchange Agreement and all other ancillary documents and resolutions required by
the Company;
(ii) the
certificate representing FLNU's ownership of ECV Common Stock, or if the ECV
Common Stock were issued in uncertificated form, a written representation
executed by an officer of ECV and FLNU that FLNU was issued 100% of ECV Common
Stock.
(iii) a
waiver of potential conflict of interest letter which consents to Xxxxxx &
Xxxxxx, LLP's representation of FLNU (as set forth in Exhibit D attached
herto).
4.
Conditions to the
Obligation of FLNU to Close. The obligations of FLNU under this Agreement
are
subject to the satisfaction of the following conditions unless waived by
FLNU:
(a) Representations and
Warranties. At the Closing, the representations and warranties of the
Company shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as if made on such date, and the
Company shall have performed all of their respective obligations required to be
performed by them pursuant to this Agreement at or prior to the closing, and
FLNU shall have received a certificate of the Company to such effect and as to
any other matters set forth in this Agreement.
(b) No Material Adverse
Change. No Material Adverse Change in the business or financial condition
of the Company shall have occurred or be threatened since the date of this
Agreement, and no action, suit or proceedings shall be threatened or pending
before any court of governmental agency or authority or regulatory body seeking
to restraint, prohibition or the obtain damages or other relief in connection
with this Agreement or the consummation of the transactions contemplated by this
Agreement or that, if adversely decided, has or may have a Material Adverse
Effect.
(c) Liabilities. At the
closing, the Company's total liabilities shall not exceed $2,000.
(d) Legal Opinion. The
FLNU shall have received a legal opinion from the Company's legal counsel,
acceptable to FLNU.
(e)
Shares Outstanding. The Company shall have 44,169 shares of Common Stock
outstanding without giving effect to the issuances contemplated under this
Agreement.
5. Accredited Investor
Status.
By
countersigning this Agreement, FLNU represents that it is an accredited investor
as such is defined in Regulation D promulgated under the Securities Act, because
FLNU fits one of the definitions set forth in Exhibit A attached
hereto.
6.
Notices. All
notices, requests and other communications to any party hereunder shall be in
writing
and either delivered personally, telecopied or sent by certified or registered
mail, postage prepaid,
if to
EVC:
ECV
Holding, Inc.
Attn:
Xxxxxxxx Xxxxxxxxxx
00000 Xxx
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
5
if
to
FLNU:
Flora
Nutrients, Inc.
Attn.:
Xxxxxxxx Xxxxxxxxxx
000
X. Xxxxx Xx. #00000
Xxxxxx,
XX 00000
with copies (which shall not
constitute notices) to:
Xxxxxx
& Jaclin, LLP
Attn:
Xxxxxxx X. Xxxxxx, Esq.
000
Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
Xxx Xxxxxx
Tel.:
(000) 000-0000
Fax:
(000) 000-0000
if to
the Company:
00000
Xxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx
Xxxxxxxx, XX Tel.: (000) 000-0000
with
copies (which shall not constitute notices) to:
Xxxxxx
& Jaclin, LLP
Attn:
Xxxxxxx X. Xxxxxx, Esq.
000
Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
Xxx Xxxxxx
Tel.:
(000) 000-0000
Fax:
(000) 000-0000
or
such other address or fax number as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and
other communications shall be deemed received on the date delivered personally
or by overnight delivery service or telecopied or, if mailed, five business days
after the date of mailing if received prior to 5 p.m. in the place of receipt
and such day is a business day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until
the next succeeding business day in the place of receipt
7. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof, superseding any and all prior or contemporaneous oral and
prior written agreements, understandings and letters of intent. This Agreement
may not be modified or amended nor may any right be waived except by a writing
which expressly refers to this Agreement, states that it is a modification,
amendment or waiver and is signed by all parties with respect to a modification
or amendment or the party granting the waiver with respect to a waiver. No
course of conduct or dealing and no trade custom or usage shall modify any
provisions of this Agreement.
(b) This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada applicable to contracts made and to be performed entirely within
such State.
6
(c) This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.
(d) This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
document.
(e) The
various representations, warranties, and covenants set forth in this Agreement
or in any other writing delivered in connection therewith shall survive the
issuance of the Shares.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
7
IN
WITNESS WHEREOF, the parties have executed this Securities Exchange Agreement
the day and year first above written.
By: /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
ECV
HOLDINGS, INC.
By: /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
FLORA
NUTRIENTS, INC.
By: /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
8
EXHIBIT
A
DEFINITION
OF "ACCREDITED INVESTOR"
WITHIN
THE MEANING OF REGULATION D
An
accredited investor means any person who comes within any of the following
categories, or whom the Company reasonably believes comes within any of the
following categories, at the time of the sale of the Shares to that
person:
(i) any bank as defined in Section
3(a)(2) of the Securities Act or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act whether
acting in its individual or fiduciary capacity; any broker dealer registered
pursuant to Section 15 of the Exchange Act; any insurance company as defined in
Section 2(13) of the Securities Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that act; any Small Business Investment Company licensed by
the U.S., Small Business Administration under Section 301 (c) or (d) of the
Small Business Investment Act of 1958; any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in Section 3(21) of
such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000, or, if a self-directed plan, with
investment decisions made solely by persons that are accredited
investors;
(ii) any
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;
(iii) any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
(iv) any of
the directors or executive officers of the Company;
(v) any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of investment in the Common Stock, exceeds
$250,000;
(vi) any
natural person who had an individual income in excess of $250,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
that same income level in the current year;
(vii) any trust
with total assets in excess of $5,000,000, not formed for the specific purpose
of acquiring the Common Stock, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of Regulation D; or
(viii) any
entity in which all of the equity owners are accredited investors.
9
EXHIBIT
B
October
21, 2008
To:
Flora Nutrients, Inc.
Re:Mod
Hospitality,
Inc.
Ladies
and Gentlemen:
We have
acted as legal counsel for Mod Hospitality, Inc., a Nevada corporation (the
"Company"),
in connection with the execution and delivery by the Company of the Share
Exchange Agreement, dated as of October __, 2008 (the "Agreement"),
by and between the Company, ECV Holdings, Inc., a Delaware corporation, and
Flora Nutrients, Inc., a Nevada corporation. Pursuant to your request, we are
providing you with the opinion set forth below.
In
rendering the opinion set forth below, we have reviewed: (a) the Company's
IOKSBs and 10QSBs filed with the Securities and Exchange Commission pursuant to
Section 13(a) or 15(b) of the Securities Exchange Act of 1934, as amended; (b)
the Company's Certificate of Incorporation; (c) the Company's Bylaws; (d)
certain records of the Company's corporate proceedings as reflected in its
minute books; and (e) such statutes, records and other documents as we have
deemed relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such other examinations of law and fact, as
we have deemed relevant in order to form a basis for the opinion hereinafter
expressed.
Based
upon the foregoing, we are of the opinion that:
1. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of
the State of Nevada and has all requisite corporate power and authority to enter
into and perform its obligations under the Share Exchange Agreement, and to
carry out the transactions contemplated by the Share Exchange Agreement and each
other document or instrument executed by it in connection therewith or pursuant
thereto, including issuance and delivery of the Common Stock.
2. All shares of the Company's common
stock, prior to transaction as currently contemplated, are validly
issued, fully paid and non-assessable. The authorized capital stock of the
Company is 175,000,000 shares of common stock, par value $0.001 per share, and
10,000,000 shares of preferred stock, par value $0.001 per share. As of the date
hereof, there are presently 44,169 shares of common stock issued and
outstanding.
3. The
Company has the power and authority to own and operate its business as carried
on prior to the date
of this opinion.
4. The
execution and delivery of this Share Exchange Agreement by the Company, the
performance
of the Company's obligations thereunder and the issuance and delivery of the
Common Stock, have been duly and validly authorized by all necessary actions on
the part of the Company, its directors and its stockholders and each of the
Share Exchange Agreement constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms.
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5. The
execution and delivery by the Company of the Share Exchange Agreement, and the
consummation
by the Company of the transactions contemplated thereby, do not (a) to our
knowledge,
violate the provisions of any U.S. federal law, rule or regulation applicable to
the Company or the Nevada corporate law; (b) to our knowledge, violate the
provisions of the Certificate of Incorporation or By-laws of the Company; (c) to
our knowledge, violate any judgment. decree, order or award of any court,
governmental body or arbitrator specifically naming the Company; or (d) with or
without notice and/or the passage of time, conflict with or result in the breach
or termination of any term or provision of or constitute a default under. or
cause any acceleration under, or cause the creation of any lien, charge or
encumbrance upon the properties or assets of the Company pursuant to, any
agreement to which the Company is a party.
6. The
issuance of the Common Stock is not subject to any statutory preemptive rights
under the Nevada
corporate law, or similar rights under its Certificate of Incorporation or the
By-laws.
7. To our
knowledge, there are no legal or governmental proceedings pending to which the
Company
or any of its Subsidiaries is a party or of which any property of the Company or
any of its Subsidiaries is the subject which, if determined adversely to the
Company or any of its Subsidiaries, would individually or in the aggregate have
a Material Adverse Effect; and, to our knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others.
Very
truly yours,
XXXXXX & XXXXXX, LLP
By: /s/
Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX
11
EXHIBIT
C
 |
Anslow+
Jaclin
|
October
21, 2008
Attn:
Xxxxxxxx Xxxxxxxxxx
00000 Xxx
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx
Xxxxxxxx, XX 00000
Re:
Waiver of Potential Conflict of Interest
Dear Xx.
Xxxxxxxxxx:
We have
been requested by Mod Hospitality, Inc (the "Company")
to represent it in connection with the share exchange transaction (the "Transaction")
between the Company and Flora Nutrients, Inc., a Nevada corporation ("FLNU"). As
you are aware, we currently have been retained by FLNU as a client of this firm
in connection with the Transaction. It has come to our attention that if we
agree to represent the Company, we will be simultaneously representing both
parties in the same transaction.
While
neither we nor the Company anticipate that this situation will adversely affect
our representation of the Company in the Transaction, applicable rules of
professional conduct require that we obtain the Company's consent to our
representation when we represent both the Company and FLNU simultaneously in the
same transaction in which the interest of both parties are actually or
potentially adverse.
By giving
your consent, the Company acknowledges that we have made full disclosure to you
of the facts and circumstances surrounding, any conflict of interest or
potential conflict which may exist now or in the future with regard to our
firm's representation of the Company. Despite any such conflict of interest
which may exist, you hereby agree to our continued representation of the Company
in the Transaction. You further agree to our right to withdraw our continued
representation if. in our opinion, it might violate applicable rules of
professional conduct.
We will
be pleased to answer any questions you may have concerning this representation
or this requested consent. You are, of course, free to consult independent
counsel about this consent. If you wish to consent, please sign the enclosed
extra copy of this letter and return it to us in the enclosed
envelope.
Very
truly yours,
XXXXXX & XXXXXX, LLP
By: /s/ Xxxxxxx X.
Xxxxxx
XXXXXX X.
XXXXXX
The
undersigned has read the foregoing, acknowledges its right to seek an opinion of
independent counsel, and hereby consents to waive any potential conflict and
consents to the firm's representation of Mod Hospitality, Inc.
12
By: /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
13
EXHIBIT
D
|
|
Anslow+
Jaclin
|
October
21, 2008
Flora
Nutrients, Inc.
Attn:
Xxxxxxxx Xxxxxxxxxx
000 X.
Xxxxx Xx. #00000
Xxxxxx,
XX 00000
Re:
Waiver of Potuntial Conflict of Interest
Dear Xx.
Xxxxxxxxxx:
We
currently have been retained by Flora Nutrients, Inc. (the "Company")
as a client of this firm in connection with the share exchange transaction (the
"Transaction")
between the Company and Mod Hospitality. Inc.. a Nevada company ('Mod''). We
also have been requested by Mod to represent it in connection with the
Transaction. It has come to our attention that if we agree to represent Mod, we
will be simultaneously representing both parties in the same
transaction.
While
neither we nor the Company anticipate that this situation will adversely affect
our representation of the Company in the Transaction, applicable rules of
professional conduct require that we obtain the Company's consent to our
representation when we represent both the Company and Mod simultaneously in the
same transaction in which the interest of both parties are actually or
potentially adverse.
By giving
your consent, the Company acknowledges that we have made full disclosure to you
of the facts and circumstances surrounding any conflict of interest or potential
conflict which may exist now or in the future with regard to our firm's
representation of the Company. Despite any such conflict of interest which may
exist, you hereby agree to our continued representation of the Company in the
Transaction. You further agree to our right to withdraw our continued
representation if. in our opinion. it might violate applicable rules of
professional conduct.
We will
be pleased to answer any questions you may have concerning this representation
or this requested consent. You arc. of course, free to consult independent
counsel about this consent. If you wish to consent. please sign the enclosed
extra copy of this letter and return it to us in the enclosed
envelope.
Very
truly yours,
XXXXXX & XXXXXX, LLP
By: /s/ Xxxxxxx X.
Xxxxxx
XXXXXX X.
XXXXXX
The
undersigned has read the foregoing. acknowledges its right to seek an opinion of
independent counsel, and hereby consents to Waive
any potential conflict and consents to the firm's representation of Flora
Nutrients, Inc.
14
ACCEPTED
AND AGREED TO BY:
FLORA
NUTRIENTS, INC.
By: /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
15
