EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 3rd day of April 2005, by and
between Xxxxx Xxxxxxx and Xxx Xxxxxxx ("Sellers") and Lotus Fund, Inc.,
("Purchaser");
WHEREAS, Xxxxx Xxxxxxx is the record owner and holder of 3,395,165 issued shares
of the capital stock, and Xxx Xxxxxxx is the record owner of 5,208,793 issued
shares of capital stock ("Stock") of PivX Solutions, Inc., ("Corporation"), a
Nevada corporation, which Corporation has issued capital stock of $0.001 par
value common stock; and
WHEREAS, the Purchaser desires to purchase said stock and the Sellers desire to
sell the Stock, upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth,
at the closing of the transaction contemplated hereby, the Sellers shall sell,
convey, transfer, and deliver to the Purchaser certificates representing the
Stock, and the Purchaser shall purchase from the Sellers the Stock in
consideration of the purchase price set forth in this Agreement. The
certificates representing the Stock shall be duly endorsed for transfer or
accompanied by appropriate stock transfer powers duly executed in blank, in
either case with signatures guaranteed in the customary fashion, and shall have
all the necessary documentary transfer tax stamps affixed thereto at the expense
of the Sellers. The closing of the transactions contemplated by this Agreement
("Closing"), shall be held at such place, date and time as the parties hereto
agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. As total consideration for the purchase
and sale of the Stock, pursuant to this Agreement, the Purchaser has previously
paid to the Sellers the sum of $630,000 Dollars in the form of a promissory
note, such total consideration to be referred to in this Agreement as the
"Purchase Price." In consideration for this Agreement, such promissory note is
now null and void and all obligations by Sellers to Purchase have been satisfied
underneath it.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Sellers hereby warrant and
represent:
(a) Organization and Standing. Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has the corporate power and authority to carry on its business as it is now
being conducted.
(b) Restrictions on Stock.
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i. The Sellers are not a party to any agreement, written or oral, creating
rights in respect to the Stock in any third person or relating to the voting of
the Stock.
ii. Sellers are the lawful owner of the Stock, free and clear of all
security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements,
redemption agreements, restrictions of any nature, calls or rights to subscribe
of any character relating to the stock, nor are there any securities convertible
into such stock.
4. REPRESENTATIONS AND WARRANTIES OF SELLERS AND PURCHASER. Sellers and
Purchaser hereby represent and warrant that there has been no act or omission by
Sellers, Purchaser or the Corporation which would give rise to any valid claim
against any of the parties hereto for a brokerage commission, finder's fee, or
other like payment in connection with the transactions contemplated hereby.
5. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the exhibits hereto and any
written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
(c) Governing Law. This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance with the laws of the
State of Nevada. The parties herein waive trial by jury and agree to submit to
the personal jurisdiction and venue of a court of subject matter jurisdiction
located in Orange County, State of California. In the event that litigation
results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable attorney's fees,
court costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled.
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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
By: ____________________
Xxx Xxxxxxx
By: ____________________
Xxxxx Xxxxxxx
By: ____________________
Xxxxx Xxxxxxxx
CEO, Lotus Fund, Inc.
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