EXHIBIT 2.5
Stock Purchase Agreement
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.
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
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2. Representations and Warranties of the Company - continued
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. Representations and Warranties of Buyer - 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 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.
(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 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.
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 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.
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
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6. Miscellaneous - continued
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.
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 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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