STOCK PURCHASE AND SALE AGREEMENT
EXHIBIT
2.1
This Stock Purchase and Sale Agreement
(“AGREEMENT”) made as of the 16th day of August, 2004, by and
between:
Xxxxxxxxxxx Xxxxxx with an
address at 0000 X. Xxxxxxxx Xx. #000 Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 4Z5("SELLER");
and
Xxxxxx Xxxxxxxx with an
address at 000 Xxxx Xxxxxx, Xxxxx 0X, Xxxxxxxxxxxx, XX 00000 ("PURCHASER").
R E C I T A L
S:
FIRST, SELLER is the owner of 100,000
shares of common stock of Modena 6, Inc., a Delaware corporation
("Modena").
SECOND, SELLER desires
to sell all 100,000 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.
SELLER hereby transfers and
delivers 100,000 of his issued and outstanding shares in Modena to PURCHASER in consideration of
$30,000. Upon receipt of the consideration into the Xxxxxx &
Jaclin, LLP Attorney Trust Account, SELLER will immediately
forward 100,000 Modena 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 he is
the sole shareholder of Modena and that PURCHASER is purchasing all of
the issued and outstanding shares of Modena. SELLER hereby agrees that upon
receipt of the consideration set forth above, he is relinquishing all interest
in the 100,000 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 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 sole legal and
beneficial owner of its shares in Modena 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 Modena or SELLER as the owner of the
Modena 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 Modena shares from SELLER to PURCHASER any claim or lawsuit
shall be filed against Modena or PURCHASER (as the owner of the
Modena 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:
3.1 Authority. PURCHASER has the power and
authority to 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 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 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 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 Pennsylvania.
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.
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.
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.
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WITNESS
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SELLER:
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By:
XXXXXXXXXXX XXXXXX
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ATTEST
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PURCHASER:
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By:
XXXXXX
XXXXXXXX
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