EXHIBIT 2.3
Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated the 31st day of
December, 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 to Buyer, and Buyer desires to
purchase from the Company, 750,000 shares of the common stock of the Company's
subsidiary IG Wizard, a Nevada corporation, ("IGW") 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, 750,000 shares of common
stock of IG Wizard (the "IGW Shares").
1.2 Purchase Price. The purchase price shall be $11,139.18 US 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 March 17, 2005, 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.
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
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2.2 Corporate Authority - continued
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. 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,
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3.4 Authorization - continued
(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 IGW 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 IGW Shares, together with all other
documents necessary or appropriate to validly transfer the IGW 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.
(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.
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4. Conditions of Closing - continued
4.2 The Company's Conditions of Closing. The obligation of the Company to
sell the IGW 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.
(G) 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.
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:
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5. Termination - continued
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 IGW Shares being transferred hereunder,
and to protect the right, title and interest in and enjoyment of all of the
IGW 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.
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
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6.4 Entire Agreement - continued
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.
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.
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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 X. Xxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxx, President
BUYER:
OFG EUROPACIFIC LIMITED
a Cyprus corporation
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx, President
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