Exhibit 2.6
STOCK PURCHASE AND SALE AGREEMENT
STOCK PURCHASE AND SALE AGREEMENT
by and
among
INNOVA HOLDINGS, INC.
f.k.a.
Hy-Tech Technology Group, Inc.
a Delaware corporation,
and
Aegis Funds, Inc.
a Florida corporation
LIST OF SCHEDULES AND EXHIBITS
TO
STOCK PURCHASE AND SALE AGREEMENT
SCHEDULES
Company Disclosure Schedule
AFI Disclosure Schedule
EXHIBITS
Exhibit 6.1(a) Company Certified Resolutions
Exhibit 6.1(f) Company Officer's Certificate
Exhibit 6.2(a) AFI Certified Resolutions
Exhibit 6.2(e) AFI Officer's Certificate
Exhibit A Form of Debenture
Unanimous Written Consent of the Directors of Innova Holdings, Inc.
Unanimous Written Consent of the Directors of Aegis Funds, Inc.
2
STOCK PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of August 18, 2004, by and
among Innova Holdings, Inc., a Delaware corporation (the "Company") and Aegis Funds, Inc., a Florida
corporation ("AFI").
RECITALS
WHEREAS, the Company holds all of the issued and outstanding capital stock of Hy-Tech Computer Systems,
Inc. ("HTCS") consisting of ten thousand shares of common stock and no shares of preferred stock (the "HTCS
Capital Stock").
WHEREAS, the Company desires to sell and AFI desires to purchase the HTCS Capital Stock.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
THE PURCHASE AND SALE
1.1 The Purchase and Sale. At the Closing Date (as hereinafter defined) and subject to and upon the terms and
conditions of this Agreement, the Company shall sell and AFI shall purchase the HTCS Capital Stock.
1.2 Closing Date. The purchase and sale shall be consummated as promptly as practicable after satisfaction of all
conditions to the purchase and sale set forth herein. The date of such consummation is hereinafter referred to as
the "Closing Date."
1.3 Effects of the Sale. At the Closing Date, all the rights, pri