Exhibit 2.6
USED KAR PARTS, INC.
REPURCHASE AGREEMENT
This Agreement is entered into as of June 24, 2004 by and between
Used
Kar Parts, Inc., a Florida corporation (the
"Company"), and Panetta Partners
Ltd., a Colorado limited partnership
("Shareholder").
RECITALS
A. Prior to the date of this Agreement, the Shareholder purchased
from
the Company 2,000,000 shares of common
stock, $.001 par value per share, of the
Company (the "Old Common Stock") of which
Shareholder owns 1,980,012 shares as
of the date hereof.
B. The Company is entering into Purchase Agreements of even
date
herewith pursuant to which several
investors (the "Investors") are purchasing
from the Company an aggregate of up to
2,750,000 shares of the Company's common
stock (after giving effect to a 111 for 1
stock split, the "New Common Stock")
to provide funds for an acquisition of
Xenomics, a California corporation.
C. The Investors are willing to purchase shares of New Common Stock
and
the shareholders of Xenomics are willing to
exchange shares of Xenomics for
shares of New Common Stock if Shareholder
significantly reduces its proportion
of ownership in the Company.
AGREEMENTS
In consideration of the foregoing and the other provisions set
forth
herein, the parties hereby agree as
follows:
1. PURCHASE
(a) Subject to the representation and warranties of Shareholder
BELOW,
the Company hereby agrees to purchase
1,971,734 shares of Old Common Stock (the
"Purchased Shares") from the Shareholder
for the aggregated price of $500,000
out of the proceeds of the sale of New
Common Stock (the "Purchase Price").
(b) The closing
of the purchase shall occur simultaneously with the
closing of the purchase of New Common Stock
by the Investors by delivery of the
sum of $500,000 to Purchaser.
(c) This Agreement shall serve as a written instruction of the
Shareholder to the company to record the
transfer of the Purchased Shares to the
Company and, at the Company's option, the
cancellation of the Purchased Shares.
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2. REPRESENTATIONS OF THE SHAREHOLDER
The Shareholder
represents and warrants to the Company as of the date
of this Agreement and as of the date of the
Closing as follows:
(a) Ownership of Stock. Shareholder is the lawful owner of the
Purchased Shares free and clear of all
preemptive or similar rights, liens,
encumbrances, restrictions and claims of
every kind. Shareholder has full legal
right, power and authority to enter into
this Agreement and to sell, assign,
transfer and convey the Purchased Shares so
owned by such Shareholder pursuant
to this Agreement and the delivery to the
Company of the Purchased Shares by
such Shareholder pursuant to the provisions
of this Agreement will transfer to
Purchaser valid title thereto, free and
clear of all liens, encumbrances,
restrictions and claims of every kind.
(b) Authority to Execute and Perform Agreement; No Breach.
Shareholder has the full legal right and
power and all authority and approval
required to enter into, execute and deliver
this Agreement, and to sell, assign,
transfer and convey the Purchased Shares
and to perform fully its obligations
hereunder. This Agreement has been duly
executed and delivered by such
Shareholder and, assuming due execution and
delivery by, and enforceability
against, the Company, constitutes the valid
and binding obligation of
Shareholder enforceable in accordance with
its terms, subject to the
qualifications that enforcement of the
rights and remedies created hereby is
subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other laws
of general application affecting the rights
and remedies of creditors, and (ii)
general principles of equity (regardless of
whether such
