AGREEMENT
AGREEMENT made as of the 8th day of September, 2004, by and between:
Xxxxxxxxxxx Xxxxxx with an address at 0000 X. Xxxxxxxx Xx. #000
Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 4Z5("SELLER");
and
Xxx Xxxxxxxx with an address at 0 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000 ("PURCHASER").
R E C I T A L S:
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FIRST, SELLER is the owner of 100,000 shares of common stock of Modena
2, Inc., a Delaware corporation ("Modena").
SECOND, SELLER desires to sell 50,000 of his issued and outstanding
shares in Modena 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.
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SELLER hereby transfers and delivers 50,000 of his issued and
outstanding shares in Modena to PURCHASER in consideration of $13,000. Upon
receipt of the consideration into the Xxxxxx & Jaclin, LLP Attorney Trust
Account, SELLER will immediately forward 50,000 Modena shares to PURCHASER.
2.0 Representations and Warranties of SELLER.
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SELLER hereby represents and warrants to PURCHASER that:
2.1 Authority. SELLER has the power and authority to execute and
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deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by constitutes a valid and binding instrument, enforceable in
accordance with its terms.
2.2 Resignation. SELLER represents that he is the sole shareholder of
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Modena and that PURCHASER is purchasing fifty (50%) percent of the outstanding
shares of Modena. SELLER hereby agrees that upon receipt of the consideration
set forth above, he is relinquishing all interest in the 50,000 shares of Modena
stock. In addition, upon execution of this agreement, SELLER shall resign as the
sole officer and director of Modena.
2.3 Compliance with Other Instruments. The execution, delivery and
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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 MODENA. SELLER is the legal and
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beneficial owner of its shares in Modena and has good and marketable title
thereto, free and clear of any liens, claims, rights and encumbrances.
3.0 Representations and Warranties of PURCHASER. PURCHASER hereby
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unconditionally represents and warrants to SELLER that:
3.1 Authority. PURCHASER has the power and authority to
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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
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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
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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
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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
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in accordance with the laws of the State of New Jersey.
6.0 Severability. In the event that any term, covenant, condition, or
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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
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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
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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
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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
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binding unless in writing, signed by both parties, except as herein otherwise
provided.
11.0 No Assignments. Neither party may assign nor delegate any of its
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rights or obligations hereunder without first obtaining the written consent of
the other party.
12. Waiver of Counsel. PURCHASER and SELLER hereby acknowledge that
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they have the right to obtain legal counsel for this transaction.
Notwithstanding same, they hereby waive their rights to such legal counsel. In
addition, both parties hereby acknowledge that Xxxxxx & Xxxxxx, LLP represents
Modena 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.
WITNESS
By: /s/ Xxxxxxxxxx Xxxxxx
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XXXXXXXXXXX XXXXXX
WITNESS
By: /s/ Xxx Xxxxxxxx
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XXX XXXXXXXX
