EXHIBIT 2.1
===========================================
AGREEMENT OF SALE
dated June 17, 2005
between
PENDER INTERNATIONAL, INC.
Seller
and
BROOKSTREET CAPITAL CORP.
Purchaser
===========================================
<PAGE>
AGREEMENT OF PURCHASE AND SALE OF STOCK
---------------------------------------
AGREEMENT OF SALE, made June 17, 2005,
between PENDER INTERNATIONAL, INC., a
Delaware corporation, having an address at
123 Commerce Valley Drive East,
#300, Thornhill, ON L3T 7W8 Canada,
("Seller"), and
BROOKSTREET CAPITAL CORP.,
a Delaware corporation, having an address
at c/o William J. Reilly, Esq., 401
Broadway, Suite 912, New York, NY 10013
("Purchaser").
W I T N E S S E T H:
--------------------
WHEREAS, Purchaser desires to acquire, and
Seller desires to sell, the shares
of stock of Montebello Developments Corp.
upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the
covenants and agreements hereafter set
forth, and other valuable consideration,
the receipt and sufficiency of which
hereby are acknowledged, the parties hereto
agree as follows:
1. Agreement To Sell. Seller agrees to sell, transfer
and deliver to
Purchaser, and Purchaser agrees to
purchase, upon the terms and conditions
hereinafter set forth, the 100 shares of
the capital stock of MONTEBELLO
DEVELOPMENTS CORP., a corporation organized
under the laws of Ontario (the
"Corporation"), said shares constituting
all of the authorized and issued
shares of the Corporation (the "Shares").
2. Purchase Price. The purchase price to be paid by
Purchaser is TWO HUNDRED
FIFTY THOUSAND DOLLARS (US$250,000.00),
payable as follows:
(a) Two Hundred Fifty Thousand Dollars
(US$250,000.00) at the closing by
the execution
and delivery of a Promissory Note by Purchaser to Seller in
said amount,
substantially in the form of Exhibit A hereto (the
"Promissory
Note"), secured by a Stock Pledge Agreement substantially in
the form of
Exhibit B hereto (the "Stock Pledge Agreement"), and further
secured by a
Security Agreement substantially in the form of Exhibit C
hereto and UCC
Financing Statements creating a security interest in the
assets of the
Corporation (the "Security Agreement").
<PAGE>
3. The Closing. The "closing" means the settlement
of the obligations of
Seller and Purchaser to each other under
this agreement, including the payment
of the purchase price to Seller as provided
in Article 1 hereof and the
delivery of the closing documents provided
for in Article 4 hereof. The
closing shall be held at the offices of
William J. Reilly, Esq., 401 Broadway,
Suite 912, New York, NY 10013, at 10 A.M.
on or about June 30, 2005 (the
"closing date").
4. Closing Documents. At the closing Seller shall
execute and deliver to
Purchaser:
(a) the certificate or certificates
for the Shares, duly endorsed so as
to effectively
transfer ownership of the Shares to Purchaser, together
with all
appropriate Federal and State transfer tax stamps affixed
(subject to the
obligation of Purchaser to deposit the Shares with Seller
in accordance
with the provisions of the Stock Pledge Agreement)
(b) letters of resignation from each
director and officer of the
Corporation,
effective as of the closing hereunder, together with a
certificate of
the resigning secretary of the Corporation, duly certified
by the resigning
president and each resigning director of the Corporation,
certifying that
at a meeting of the directors of the Corporation, duly
called and held
and at which a quorum was present, the resignation of the
officers and
directors thereof was accepted, and that there were duly
elected in the
place thereof, effective as of the closing hereunder, such
persons as
Purchaser theretofore shall have designated in writing as
officers and
directors of the Corporation
(c) the Certificate of Incorporation
or other organizational documents of
the Corporation,
and the Bylaws, minute book, stock certificate book, and
seal of the
Corporation; any bills, vouchers, records showing the
ownership of the
furniture, furnishings, equipment, other property used in
the operation of
the Corporation; and all other books of account, records
and contracts of
the Corporation
(d) such other instruments in form and
substance satisfactory to
Purchaser's
attorney as may be necessary or proper to transfer to
Purchaser good
and marketable title to all other ownership interests in
the Corporation
to be transferred under this agreement
At the closing Seller shall deliver to
Purchaser all keys for the business.
Seller shall do all further acts and things
as may be necessary, or reasonably
requested by Purchaser, to consummate the
transactions contemplated by this
agreement, including the acquisition of
possession of the Corporation. Seller
shall advise Purchaser of, and cause to be
delivered to Purchaser, all trade
secrets and proprietary information
pertaining to the business.
At the closing Purchaser shall execute and
deliver to Seller:
(a) the Promissory Note, Stock Pledge
Agreement, Security Agreement and
UCC Financing
Statements provided for in Article 2 hereof
<PAGE>
5. Representations And Warranties Of
Seller. Seller
represents and warrants
to Purchaser as follows:
(a) Seller is a corporation duly
organized and validly existing under the
laws of
Delaware, and is duly qualified to do business in New York.
Seller has full
power and authority to carry out and perform its
undertakings and
obligations as provided herein. The execution and
delivery by
Seller of this agreement and the consummation of the
transactions
contemplated herein have been duly authorized by the Board of
Directors of
Seller and will not conflict with or breach any provision of
the Certificate
of Incorporation or Bylaws of Seller, and do not and will
not conflict
with or result in any breach of any condition or provision of,
or constitute a
default under, or result in the creation or imposition of
any lien, charge
or encumbrance upon the Corporation by reason of the
provisions of
any contract, lien, lease, agreement, instrument or judgment
to which Seller
is a party, or which is or purports to be binding upon
Seller or which
affects or purports to affect the Corporation. No further
action or
approval, corporate or otherwise, is required in order to
constitute this
agreement the binding and enforceable obligation of
Seller.
(b) No action, approva
