EXHIBIT 2.5
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated the 28th day of
June 2004, by and between OFG EUROPACIFIC LIMITED, a Cyprus corporation (the
"Buyer") and MASTER DISTRIBUTION SYSTEMS, INC. a Nevada corporation (the
"Company").
WHEREAS, The Company desires to sell with Buyer, and Buyer desires to
purchase from the Company, 10,000,000 shares of the common stock of the Company
for the consideration and upon the terms and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the provisions and the
respective agreements hereinafter set forth, the parties hereto hereby agree as
follows:
1. Purchase and Sale of Stock.
1.1 Agreement to Purchase and Sell. Upon the terms and subject to the
conditions set forth in this Agreement and upon the representations and
warranties made herein by each of the parties to the other, on the Closing
Date (as such term is hereinafter defined), The Company shall sell to
Buyer, and Buyer shall purchase from the Company, 10,000,000 shares of
common stock of the Company (the "Company Shares").
1.2 Purchase Price. The purchase price shall be $475,200US ($0.475 per
share) in cash and/or other consideration (the "Purchase Price").
1.3 Payment of Purchase Price. The Purchase Price shall be payable on the
Closing Date.
1.4 Closing. The closing of the transaction contemplated herein (the
"Closing") will be at the office of Buyer on or before June 28, 2004, or at
such other place or at such other date and time as the Company and Buyer
may mutually agree. Such date and time of Closing is herein referred to as
the "Closing Date."
2. Representations and Warranties of the Company. The Company represents and
warrants to Buyer as follows:
2.1 Existence and Good Standing. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Nevada. The Company is duly licensed or qualified to do business
as a foreign corporation and is in good standing under the laws of all
other jurisdictions in which the character of the properties owned or
leased by it therein or in which the transaction of its business makes such
qualification necessary.
2.2 Corporate Authority. The Company has all requisite corporate power and
authority to own its properties and carry on its business as now conducted.
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Exhibit 2.5 Stock Purchase Agreement - continued.
2.3 Compliance with Law. The Company is not in default with respect to any
order of any court, governmental authority or arbitration board or tribunal
to which the Company is a party or is subject, and the Company is not in
violation of any laws, ordinances, governmental rules or regulations to
which it is subject. The Company has obtained all licenses, permits and
other authorizations and has taken all actions required by applicable laws
or governmental regulations in connection with its business as now
conducted.
2.4 Validity and Effect of Agreements. This Agreement constitutes, and all
agreements and documents contemplated hereby when executed and delivered
pursuant hereto will constitute, the valid and legally binding obligations
of the Company and The Company enforceable in accordance with their terms,
except that enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws of general application now or hereafter in effect relating to
the enforcement of creditors' rights generally and except that the remedies
of specific performance, injunction and other forms of equitable relief are
subject to certain tests of equity jurisdiction, equitable defenses and the
discretion of the court before which any proceeding therefor may be
brought.
3. Representations and Warranties of Buyer. Buyer represents and warrants to the
Company as follows:
3.1 Existence and Good Standing. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation. Buyer is duly licensed or qualified to do business as a
foreign corporation and is in good standing under the laws of all other
jurisdictions in which the character of the properties owned or leased by
it therein or in which the transaction of its business makes such
qualification necessary.
3.2 Corporate Authority. Buyer has all requisite corporate power and
authority to own its properties and carry on its business as now conducted.
3.3 Compliance with Law. Buyer is not in default with respect to any order
of any court, governmental authority or arbitration board or tribunal to
which Buyer is a party or is subject, and Buyer is not in violation of any
laws, ordinances, governmental rules or regulations to which it is subject.
Buyer has obtained all licenses, permits or other authorizations and has
taken all actions required by applicable laws or governmental regulations
in connection with its business as now conducted.
3.4 Authorization; Validity and Effect of Agreements. The execution and
delivery of this Agreement and all agreements and documents contemplated
hereby by Buyer, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all requisite corporate
action. This Agreement constitutes, and all agreements and documents
contemplated hereby when executed and delivered pursuant hereto will
constitute, the valid and legally binding obligations of Buyer enforceable
in accordance with their terms, except that enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws of general application now or hereafter in
effect relating to the enforcement of creditors' rights generally and
except that the remedies of specific performance, injunction and other
forms of equitable relief are subject to certain tests of equity
jurisdiction, equitable defenses and the discretion of the court before
which any proceeding therefor may be brought.
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Exhibit 2.5 Stock Purchase Agreement - continued.
The execution and delivery of this Agreement by Buyer does not and the
consummation of the transactions contemplated hereby will not (i) require the
consent of any third party, (ii) result in the breach of any term or provision
of, or constitute a default under, or result in the acceleration of or entitle
any party to accelerate (whether after the giving of notice or the lapse of time
or both) any obligation under, or result in the creation or imposition of any
lien, charge, pledge, security interest or other encumbrance upon any part of
the property of the Company pursuant to any provision of, any order, judgment,
arbitration award, injunction, decree, indenture, mortgage, lease, license,
lien, or other agreement or instrument to which Buyer is a party or by which it
is bound, and (iii) violate or conflict with any provision of the by-laws or
articles of incorporation of Buyer as amended to the date of this Agreement.
4. Conditions of Closing.
4.1 Buyer's Conditions of Closing. The obligation of Buyer to purchase and
pay for the Company Shares shall be subject to and conditioned upon the
satisfaction (or waiver by Buyer) at the Closing of each of the following
conditions:
(A) All representations and warranties of the Company contained in
this Agreement shall be true and correct at and as of the Closing Date, the
Company shall have performed all agreements and covenants and satisfied all
conditions on its part to be performed or satisfied by the Closing Date
pursuant to the terms of this Agreement.
(B) The Company shall have issued and delivered to Buyer certificates
and other instruments representing the Company Shares, together with all
other documents necessary or appropriate to validly transfer the Company
Shares to Buyer free and clear of all security interests, liens,
encumbrances and adverse claims.
(C) Neither any investigation of the Company by Buyer, nor any other
document delivered to Buyer as contemplated by this Agreement, shall have
revealed any facts or circumstances which, in the sole and exclusive
judgment of Buyer and regardless of the cause thereof, reflect in an
adverse way on the Company or its financial condition, assets, liabilities
(absolute, accrued, contingent or otherwise), reserves, business,
operations or prospects.
(D) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall
have been obtained.
(E) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(F) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for
herein or any of them not be consummated as so provided or imposing any
conditions on the consummation of the transactions contemplated hereby,
which is unduly burdensome on Buyer.
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Exhibit 2.5 Stock Purchase Agreement - continued.
(G) As of the Closing, there shall have been no material adverse
change in the amount of issued and outstanding common stock of the Company.
4.2 The Company's Conditions of Closing. The obligation of the Company to
sell the Company Shares shall be subject to and conditioned upon the
satisfaction (or waiver by The Company) at the Closing of each of the
following conditions:
(A) All representations and warranties of Buyer contained in this
Agreement shall be true and correct at and as of the Closing Date and Buyer
shall have performed all agreements and covenants and satisfied all
conditions on its part to the performed or satisfied by the Closing Date
pursuant to the terms of this Agreement.
(B) Buyer shall have effected payment of the Purchase Price in
accordance with Section 1.3 of this Agreement.
(C) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall
have been obtained.
(D) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(E) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for
herein or any of them not be consummated as so provided or imposing any
conditions on the consummation of the transactions contemplated hereby,
which is unduly burdensome on the Company.
(F) As of the Closing, there shall have been no material adverse
change in the amount of issued and outstanding common stock of Buyer.
5. Termination.
5.1 Methods of Termination. The transactions contemplated herein may be
terminated and/or abandoned at any time before or after approval thereof by
the Company and Buyer, but not later than the Closing:
5.1.1 By mutual consent of Buyer and the Company; or
5.1.2 By Buyer, if any of the conditions provided for in Section 4.1
hereof shall not have been met or waived in writing by Buyer at or prior to
Closing; or
5.1.3 By the Company, if any of the conditions provided for in Section
4.2 hereof shall not have been met or waived in writing by the Company at
or prior to Closing.
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Exhibit 2.5 Stock Purchase Agreement - continued.
5.2 Procedure Upon Termination. In the event of termination by Buyer or the
Company, as applicable, pursuant to Section 5.1 hereof, written notice
thereof shall forthwith be given to the other party and the transactions
contemplated by this Agreement shall be terminated without further action
by Buyer or the Company. If the transactions contemplated by this Agreement
are so terminated:
5.2.1 Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated
hereby, whether so obtained before or after the execution of this
Agreement, to the party furnishing the same; and
5.2.2 No party hereto shall have any liability or further obligation to any
other party to this Agreement.
6. Miscellaneous.
6.1 Notice. Any notice required or permitted hereunder shall be in writing
and shall be sufficiently given if personally delivered or mailed by
certified or registered mail, return receipt requested, addressed as
follows:
If to Buyer: OFG EuroPacific Limited
c/o The Law Offices of Xxxx X. Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX X0X 0X0
Xxxxxx
Attention: Xxxx X. Xxxxx
If to Master Distribution Sysytems, Inc.
the Company: c/o The X'Xxxx Law Firm, P.C.
000 X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. X'Xxxx, Esq.
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so personally
delivered or mailed.
6.2 Execution of Additional Documents. The parties hereto will at any time,
and from time to time after the Closing Date, upon request of the other party,
execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required to carry out the intent of this Agreement, and to transfer and vest
title to any Company Shares being transferred hereunder, and to protect the
right, title and interest in and enjoyment of all of the Company Shares sold,
granted, assigned, transferred, delivered and conveyed pursuant to this
Agreement; provided, however, that this Agreement shall be effective regardless
of whether any such additional documents are executed.
6.3 Binding Effect; Benefits. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors, executors, administrators and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
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Exhibit 2.5 Stock Purchase Agreement - continued.
6.4 Entire Agreement. This Agreement, together with the Exhibits, Schedules
and other documents contemplated hereby, constitute the final written expression
of all of the agreements between the parties, and is a complete and exclusive
statement of those terms. It supersedes all understandings and negotiations
concerning the matters specified herein. Any representations, promises,
warranties or statements made by either party that differ in any way from the
terms of this written Agreement and the Exhibits, Schedules and other documents
contemplated hereby, shall be given no force or effect. The parties specifically
represent, each to the other, that there are no additional or supplemental
agreements between them related in any way to the matters herein contained
unless specifically included or referred to herein. No addition to or
modification of any provision of this Agreement shall be binding upon any party
unless made in writing and signed by all parties.
6.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada exclusive of the conflict of law
provisions thereof.
6.6 Survival. All of the terms, conditions, warranties and representations
contained in this Agreement shall survive the Closing.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
6.8 Headings. Headings of the Articles and Sections of this Agreement are
for the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
6.9 Waivers. Either Buyer or the Company may, by written notice to the
other, (i) extend the time for the performance of any of the obligations or
other actions of the other under this Agreement; (ii) waive any inaccuracies in
the representations or warranties of the other contained in this Agreement or in
any document delivered pursuant to this Agreement; (iii) waive compliance with
any of the conditions or covenants of the other contained in this Agreement; or
(iv) waive performance of any of the obligations of the other under this
Agreement. Except as provided in the preceding sentence, no action taken
pursuant to this Agreement, including without limitation any investigation by or
on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.
6.10 Merger of Documents. This Agreement and all agreements and documents
contemplated hereby constitute one agreement and are interdependent upon each
other in all respects.
6.11 Severability. If for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid as applied to any particular case or in all cases, such
circumstances shall not have the effect of rendering such provision invalid in
any other case or of rendering any of the other provisions of this Agreement
inoperative, unenforceable or invalid.
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Exhibit 2.5 Stock Purchase Agreement - continued.
6.12 Assignability. Neither this Agreement nor any of the parties' rights
hereunder shall be assignable by any party hereto without the prior written
consent of the other parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year first above
written.
COMPANY:
MASTER DISTRIBUTION SYSTEMS, INC., a Nevada corporation
By:/s/ Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx, its President
BUYER:
OFG EUROPACIFIC LIMITED, a Cyprus corporation
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxxx, its CFO and COO
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