Exhibit 10.3
(Global Logistics Partners Acquisition Contract)
AGREEMENT OF PURCHASE
This plan and agreement of purchase (Plan) has been entered into in Dallas,
Texas, this 11th day of May, 1999, between CBQ, Inc., a Colorado corporation
referred to in this Agreement as either the Purchaser or CBQ, and Global
Logistics Partners, L.L.C., a Texas corporation sometimes referred to in this
agreement as Global or Seller.
CBQ will acquire (at the Closing) from Global 19% of the issued and outstanding
capital stock of Global Logistics Partners, L.L.C. in exchange for shares of
voting stock of CBQ.
ARTICLE I
EXCHANGE OF VOTING CAPITAL STOCK
1.01. Transfer and Delivery of Global Logistics Partners, L.L.C. Shares. At the
closing Global will Issue and deliver to CBQ certificates evidencing 19% of the
issued and outstanding Capital stock of Global Logistics Partners, L.L.C., in
the name of CBQ, Inc.
1.02. Issuance and Delivery of CBQ Shares. In exchange for the transfer by
Global to CBQ of 19% of the issued and outstanding Global Logistics Partners,
L.L.C. capital shares hereunder, CBQ will forthwith cause to be issued and
delivered to the Global 4,233,200 restricted common shares of CBQ (Collectively,
the CBQ Shares).
1.03. Additional Consideration for Issuance of CBQ Shares. As additional
consideration for CBQ entering into this agreement Xxxx Xxxxxxxxxx (the
President and Major Shareholder of Global Logistics Partners, L.L.C.) agrees to
sit on the Board of Directors of CBQ, Inc., and to be appointed as President/CEO
of CBQ and its Subsidiary Cyberquest, Inc., (a Colorado Corporation.). In
addition he will form a management team which will include a CFO, Sales Manager,
and additional management personnel to cover all aspects of building CBQ and
BID4IT into a world class Internet auction site for Business to Business
transactions. CBQ shall make additional seats available on its Board of
Directors for nominees selected by Xx. Xxxxxxxxxx. Xx. Xxxxxxxxxx shall fund
(through loans or equity investments) the on going operations of CBQ.
1.04. Closing Date. The Closing Date will be May 10, 1999 at 4:00 PM at the
offices of CBQ in Dallas, Texas unless otherwise determined by Mutual agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND ACQUIRED CORPORATION
2.01. Organization and Standing. Global Logistics Partners, L.L.C. is a
corporation duly organized, validly existing and in good standing under the laws
of Texas, with all Corporate powers necessary to own property and carry on its
business as it is now being conducted. Copies of the articles of incorporation
and bylaws of Global Logistics Partners, L.L.C. delivered to Purchaser herewith
are complete and accurate as of the Closing Date.
2.02. Capitalization. Global Logistics Partners, L.L.C. has an outstanding
capitalization, which is all in the hands of the Shareholders, all of which has
been fully paid for and is non assessable. There are no outstanding
subscriptions, options, contracts, commitments or demands relating to the
capital stock of Global Logistics Partners, L.L.C. or any other agreements of
any character under which Global Logistics Partners, L.L.C. or the Shareholders
would be obligated to issue or purchase shares of Global Logistics Partners,
L.L.C. capital stock, except as described and disclosed on Exhibit 1 to this
Agreement.
2.03. Litigation. Global Logistics Partners, L.L.C. is not a party to, nor has
it been threatened with, any litigation or governmental proceeding that, if
decided adversely to it, would have a material and adverse effect on its
operations or business, or on the financial condition, net worth, prospects or
business of Global Logistics Partners, L.L.C. To the best of the Global
Logistics Partners, L.L.C.'s knowledge, it is not aware of any facts that might
result in any action, suit or other proceeding that would result in any material
and adverse change in the business or financial condition of Global Logistics
Partners, L.L.C.
2.04. Compliance with Law and Instruments. The business and operations of Global
Logistics Partners, L.L.C. are not infringing on or otherwise acting adversely
to any copyrights, trademark rights, patent rights or licenses owned by any
other person, and there is not any pending claim or threatened action with
respect to such rights. Global Logistics Partners, L.L.C. is not obligated to
make any payments in the form of royalties, fees or otherwise to any owner of
any patent, trademark, trade name or copyright, except as set forth on Exhibit
2.
2.05. Authority. The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding obligation of Global Logistics Partners, L.L.C. and the Shareholders
in accordance with its terms. No provision of the articles of incorporation,
bylaws, minutes, share certificates or contracts prevents Global Logistics
Partners, L.L.C. and/or the Shareholders from delivering the Global Logistics
Partners, L.L.C. shares to CBQ in the manner contemplated under the Plan.
2.06. Taxes. Global Logistics Partners, L.L.C. has filed all income tax returns
and, in each jurisdiction where qualified or incorporated, all income tax and
franchise tax returns that are required to be filed. Global Logistics Partners,
L.L.C. has paid all taxes as shown on the returns as have become due, and has
paid all assessments received that have become due.
2.07. Brokers. All negotiations on the part of Global Logistics Partners, L.L.C.
and the Shareholders related to the Plan have been accomplished solely by Global
Logistics Partners, L.L.C. and the Shareholders without the assistance of any
person employed as a broker or finder. Global Logistics Partners, L.L.C. and the
Shareholders have done nothing to give rise to any valid claims for a broker's
commission, finder's fee or any similar charge.
2.08. Full Disclosure. As of the Closing Date, Global Logistics Partners, L.L.C.
and the Shareholders have disclosed all events, conditions and facts materially
affecting the business and prospects of Global Logistics Partners, L.L.C. The
Shareholders and Global Logistics Partners, L.L.C. have not withheld knowledge
of any event, condition or fact that they have reasonable grounds to know may
materially affect the business and prospects of Global Logistics Partners,
L.L.C. None of the representations and warranties made by the Shareholders or
Global Logistics Partners, L.L.C. in this Agreement or in any instrument,
writing or other document furnished to CBQ contains any untrue statement of a
material fact, or fails to state a material fact.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
3.01. Organization and Standing. CBQ is a corporation duly organized, validly
existing and in good standing under the laws of Colorado, with all corporate
powers necessary to own property and carry on its business as it is now being
conducted. Copies of the articles of incorporation and bylaws of CBQ delivered
to Global Logistics Partners, L.L.C. herewith are complete and accurate as of
the Closing Date. Global Logistics Partners has reviewed the latest 10KSB as
filed by CBQ for the period ended 12/31/98.
3.02. Subsidiaries. CBQ has subsidiaries.
3.03. Capitalization. The Capital structure of CBQ, Inc., is as set out in the
10KSB as filed for the period ending 12/31/98.
3.04. Due Delivery. The CBQ Shares issued to Global Logistics Partners LLC have
been validly authorized and issued and are fully paid for and non assessable. No
CBQ shareholder has any preemptive right of subscription or purchase with
respect to these shares.
3.05. Authority. The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding obligation of CBQ in accordance with its terms. No provision of the
articles of incorporation, bylaws, minutes, share certificates or contracts
prevents CBQ from delivering the CBQ shares in the manner contemplated under the
Plan.
3.06. Brokers. All negotiations on the part of CBQ related to the Plan have been
accomplished solely by CBQ without the assistance of any person employed as a
broker or finder. CBQ has done nothing to give rise to any valid claims for a
broker's commission, finder's fee or any similar charge.
3.07. Full Disclosure. As of the Closing Date, CBQ has disclosed all events,
conditions and facts materially affecting the business and prospects of CBQ, and
CBQ has not withheld knowledge of any event condition or fact that it has
reasonable grounds to know may materially affect the business and prospects of
CBQ. None of the representations and warranties made by CBQ in this Agreement or
in any instrument, writing or other document furnished to Global Logistics
Partners, L.L.C. contains any untrue statement of a material fact, or fails to
state a material fact.
ARTICLE IV
SURVIVAL OF WARRANTIES AND WARRANTIES
4.01. Nature and Survival of Representations and Warranties. All statements of
fact contained in this Agreement or in any memorandum, certificate, letter,
document or other instrument delivered by or on behalf of any of the parties
hereto to any other party pursuant to this Agreement shall be deemed
representations and warranties made by the delivering party to the other parties
under this Agreement. The covenants, representations and warranties of the
parties shall survive the Closing Date for a period of one year, and then they
shall lapse and be of no further effect.
4.02. Expenses. The parties to this Agreement shall pay their own expenses
incurred hereunder and in regards of the transactions contemplated hereby,
including, but not limited to, all fees and expenses of their respective counsel
and accountants.
ARTICLE V
COMPLIANCE WITH SECURITIES LAWS
5.01. Acknowledgments of the Shareholders. Global Logistics Partners LLC
acknowledges, understands and agrees that: (a) The certificates representing the
CBQ Shares will each bear a legend restricting transfer in accordance with the
exemptions from registration under the Securities Act of 1933, as amended, which
CBQ has relied upon in the issuance of the CBQ Shares. (b) The CBQ Shares have
not been registered under the Securities Act of 1933, as amended, or any
applicable state law (collectively, the Securities Act). (c) The CBQ Shares may
not be sold, offered for sale, transferred, pledged, hypothecated or otherwise
disposed of except in compliance with the Securities Act of 1933 or 1934. (d)
The legal consequences of the foregoing mean that Global must bear the economic
risk of the investment in the CBQ Shares for the requisite period of time. (e)
No federal or state agency has made any finding or determination as to the
fairness of an investment in CBQ, or any recommendation or endorsement of this
investment.
ARTICLE VI
MISCELLANEOUS
6.01. Amendments. This Agreement may be amended or modified at any time, but
only by an instrument in writing executed by Global Logistics Partners, L.L.C.,
and CBQ.
6.02. Waiver. Global Logistics Partners, L.L.C. and/or CBQ may, in writing, (a)
extend the time for performance of any of the obligations of any other party to
this Agreement, (b) waive any inaccuracies or misrepresentations contained in
this Agreement or in any document delivered pursuant to this Agreement by any
other party and/or (c) waive compliance with any of the covenants, or
performance of any obligations, contained in this Agreement by any other party.
6.03. Assignment. (a) Neither this Agreement nor any right created hereby shall
be assignable by any party without the prior written consent of the other
parties, except by the laws of succession. (b) This Agreement shall be binding
on and inure to the benefit of the respective successors and assigns of the
parties. Nothing in this Agreement, expressed or implied, is intended to confer
upon any person, other than the parties and their permitted successors and
assigns, any rights or remedies under this Agreement.
6.04. Notices. Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, or to the party
individually when deposited in the U.S. Mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public telegraph
company for transmittal, charges prepaid, or when delivered via facsimile;
provided, however, that the communication is addressed as follows:
in case of Global Logistics Partners, L.L.C. and the Shareholders:
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000; (000) 000-0000; and
in case of CBQ:
0000 Xxxxxx Xxxxxxx Xx.
Xxxxx. 000
Xxxxxxx, Xxxxx 00000; (000) 000-0000
6.05. Headings. Paragraph and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.06. Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof. It may be executed in any number
of counterparts, but the aggregates of such counterparts constitute only one and
the same instrument.
6.07. Partial Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if it never contained any such invalid, illegal or unenforceable
provisions.
6.08. Controlling Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Texas, and venue for any lawsuit shall be in Dallas County, Texas.
6.09. Attorney's Fees. If any action at law or in equity, including any action
for declaratory relief, is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees from the other party. The attorney's fees may be ordered by the
court in the trial of any action described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees.
6.10. Specific Performance. The parties declare that it is impossible to measure
in money the damages that will accrue to a party or its successors as a result
of any other parties' failure to perform any of the obligations under this
Agreement; therefore, if a party or its successor institutes any action or
proceeding to enforce the provisions of this Agreement, any party opposing such
action or proceeding agrees that specific performance may be sought and obtained
for any breach of this Agreement.
6.11. Arbitration. Any dispute relating to the interpretation or performance of
this Agreement shall be resolved at the request of either party through binding
arbitration. Arbitration shall be conducted in Dallas, Texas in accordance with
the then-existing rules of the American Arbitration Association. Judgment upon
any award by the arbitrators may be entered by any state or federal court having
jurisdiction. It is the intent of the parties to this Agreement that to
arbitrate be irrevocable.
Purchaser: CBQ, Inc.:
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, CEO
Seller: Global Logistics Partners, L.L.C.
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: President
