Correspondence 0001683168-25-004468 from ModVans Inc. (CIK 0001759058)
ModVans Inc. (CIK 0001759058)
Date: June 13, 2025 · CIK: 0001759058 · Accession: 0001683168-25-004468
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File numbers found in text: 024-12333
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ModVans Inc
665 Spice Islands Drive
Suite 102
Sparks, NV 89431
June 13, 2025
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Bradley Ecker
Division of Corporation Finance, Office of Manufacturing
Re: ModVans Inc. (the “Company”)
Subscription Agreement of the Company to be Amended
File No. 024-12333
Dear Mr. Ecker:
This letter is in response to a conversation you had with our Securities
Counsel, Frederick M. Lehrer, P. A., on June 13, 2025. Please be advised that we will be amending our subscription agreement to include
the following language:
6.1 This Subscription Agreement, and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed
by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
6.2 The undersigned irrevocably agrees that any suit, action,
or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Subscription Agreement
or the transactions contemplated hereby, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court
of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or the United States District
Court for the District of Delaware), and the undersigned hereby irrevocably consents to the exclusive jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that the undersigned may now or hereafter have to the laying of the venue of any such suit, action, or
proceeding in any such court or that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient
forum.
6.3 The forum selection provisions set forth in Sections
6.1 and 6.2 shall not apply to claims brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, for which there is exclusive or concurrent federal jurisdiction.
Sincerely,
/s/ P.J. Tezza
P.J. Tezza
CEO, ModVans Inc.