This agreement, entered into this 25
day of January, 2005, by, between and among Livestar Entertainment Group, Inc., a
publicly held corporation (hereinafter the “Purchaser”), Promo Xxxxxxxx.xxx LLC
a privately held corporation (hereinafter the “Company”), and Xxxx Xxxxx who has
executed this document as a shareholder of the Company (the “Shareholder”),
constituting all of the Shareholders of the Company.
Witnesseth:
WHEREAS, Purchaser wishes to acquire,
and the Company is willing to sell 60% of the outstanding stock of the Company in exchange
solely for common stock of the Purchaser.
NOW, THEREFORE, in consideration of
the mutual terms and covenants set forth herein, Purchaser, the Company, and Shareholders
approve and adopt this Agreement and Plan of Acquisition and mutually covenant and agree
with each other as follows:
1.
Purchase Price.
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1.1 |
The
Purchaser agrees to pay to the Shareholder of the Company $840,000 USD in the equivalent
of the Purchaser’s common stock (92,307,692) (the “Purchase Price”) in
exchange for 60% of the outstanding stock of the Company. |
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1.2 |
The
Purchaser and the Company agree that the estimated valuation of the Company is at
$1,400,000. The Purchaser and the Company acknowledge they have commenced the completion
of a final valuation. The Purchaser and Company also agree the final valuation must be
completed by Closing and that if the final valuation is determined to be less that the
estimated valuation the Purchase Price will be reduced to reflect the final valuation.
Furthermore the Purchase Price equivalent of the Purchasers common stock will be prorated
to reflect the reduction in the Purchase Price and the excess common stock will be
returned to the treasury of the Purchaser. |
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1.3 |
The
amount of common stock issued hereunder is calculated as per the following: The Purchase
Price divided by the average of the three day closing prices previous to the date of
issuance (January 6, 2005) minus a 35% discount |
2.
Shares to be Issued.
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2.1 |
On
the Closing Date the Company shall issue and deliver to Purchaser certificates for the
number of shares of the common stock of the Company which in the aggregate shall
represent 60% of the issued and outstanding shares of the common stock of the Company.
The Purchaser and the Company acknowledge the Purchasers common stock herein has been
issued prior to the Closing as a refundable deposit in order for the Purchaser to secure
the right to purchase the 60% of the Company’s outstanding stock contemplated
herein. The Purchasers common stock will be held in escrow with the Purchaser’s
attorney and released to the Shareholder upon Closing and in accordance with the Section
1.2 herein. |
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2.2 |
In
exchange for the issuance and delivery of the common stock of the Company pursuant to
sub-section 1.1. hereof, Purchaser shall on the Closing Date and contemporaneously with
such issuance and delivery of the common stock of the Company to it issue and deliver to
Shareholder the number of shares of common stock of the Purchaser specified in section
1.1 and in accordance with section 1.3 hereof. |
3.
Financing.
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3.1 |
As
part of this Agreement the Purchaser agrees to provide the Company with $600,000 USD in
convertible debt financing (the “Financing”). |
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a. |
The
financing will be provided as follows: |
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i. |
Financing
of $600,000 USD in ten monthly installments of $60,000 USD. |
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ii. |
First
installment to be forwarded to the Company within 30 days of Closing. |
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iii. |
The
Purchaser and the Company will execute a Financing agreement by the
Closing. |
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b. |
The
Purchaser aggress that if the Purchaser does not complete its financing
commitment as per this Section, the Shareholder will have the right as a
remedy to have the Company issue to Shareholder Preferred Stock of the
Company that will afford the Shareholder the right to convert the
Preferred Stock into Common Stock of the Company in increments that will
have the effect of diluting the Purchaser’s 60% equity interest in
the Company to 49% or lower. The Purchaser, the Company and the
Shareholder agree that the rights and preferences of the aforementioned
Preferred Stock will be finalized by the Closing. |
4.
Representations and Warranties of the Company. The Company represents and
warrants as follows:
| 4.1 |
Organization
and Authority. |
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a. |
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of Florida with full power and authority to enter
into and perform the transactions contemplated by this Agreement. |
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b. |
The
outstanding shares of the Company are legally and validly issued, fully paid
and nonassessable. |
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c. |
The
minute book of the Company contains the Articles of Incorporation of the
Company as amended, By-laws, and complete and accurate records of all meetings
and other corporate actions of the shareholders and the board of directors (and
any committee thereof) of the Company. |
| 4.2 |
Financials.
The financial statements of the Company are true and correct in all material respects. |
| 4.3 |
Liabilities.
There are no material liabilities of the Company, whether accrued, absolute, contingent
or otherwise, which arose or relate to any transaction of the Company, its agents or
servants which are not disclosed by or reflected in said financial statements. |
| 4.4 |
Litigation.
There are no legal, administrative or other proceedings, investigations or inquiries,
product liability or other claims, judgments, injunctions or restrictions, either
threatened, pending or outstanding against or involving the Company or its subsidiaries,
if any, or their assets, properties, or business, nor does the Company or its
subsidiaries know, or have reasonable grounds to know, of any basis for any such
proceedings, investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions, except as disclosed to the Purchaser. In addition, there are
no material proceedings existing, pending or reasonably contemplated to which any
officer, director, or affiliate of the Company or as to which the Shareholder is a party
adverse to the Company or any of its subsidiaries or has a material interest adverse to
the Company or any of its subsidiaries. |
| 4.5 |
Taxes.
All federal, state, foreign, county and local income, profits, franchise, occupation,
property, sales, use, gross receipts and other taxes (including any interest or penalties
relating thereto) and assessments which are due and payable have been duly reported,
fully paid and discharged as reported by the Company, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of the Company, except as
provided for in the financial statements or have been incurred in the normal course of
business of the Company. |
| 4.6 |
Accuracy
of All Statements Made by Company. No representation or warranty by the Company in
this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or
to be furnished by or on behalf of the Company pursuant to this Agreement, nor any
document or certificate delivered to Purchaser pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any untrue
statement or material fact or omits or shall omit a material fact necessary to make the
statement contained therein not misleading. |
| 4.7 |
Legality
of Shares to be Issued. The shares of common stock of Company to be delivered
pursuant to this Agreement, when so delivered, will have been duly and validly authorized
and issued by Company and will be fully paid and nonassessable |
| 4.8 |
Performance
of This Agreement. The execution and performance of this Agreement and the
issuance of stock contemplate hereby have been authorized by the board of directors and
Company. |
| 5. |
Representations
and Warranties of Purchaser. Purchaser represents and warrants as follows: |
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5.1 |
Organization
and Good Standing. Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with full power and authority to
enter into and perform the transactions contemplated by this Agreement. Purchaser is a
publicly trading reporting issuer trading its common stock on the OTCBB. |
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5.2 |
Performance
of This Agreement. The execution and performance of this Agreement and the
issuance of stock contemplated hereby have been
authorized by the board of directors and Purchaser. |
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5.3 |
Financials.
Financial statements of the Purchaser are true and correct in all material respects and
present an accurate and complete disclosure of the financial condition of the Purchaser
in accordance with generally accepted accounting principles applied on a consistent basis. |
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5.4 |
Liabilities.
There are no material liabilities of the Purchaser, whether accrued, absolute, contingent
or otherwise, which arose or relate to any transaction of the Purchaser, its agents or
servants which are not disclosed by or reflected in said financial statements. As of the
date hereof, there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to liabilities,
except in the normal course of business of the Purchaser, except as disclosed in the
publicly available records of the Purchaser. |
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5.5 |
Litigation.
There are no legal, administrative or other proceedings, investigations or inquiries,
product liability or other claims, judgments, injunctions or restrictions, either
threatened, pending or outstanding against or involving the Purchaser or its
subsidiaries, if any, or their assets, properties, or business, nor does the Purchaser or
its subsidiaries know, or have reasonable grounds to know, of any basis for any such
proceedings, investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions, except as disclosed in the disclosure schedule. |
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5.6 |
Taxes.
All federal, state, foreign, county and local income, profits, franchise, occupation,
property, sales, use, gross receipts and other taxes (including any interest or penalties
relating thereto) and assessments which are due and payable have been duly reported,
fully paid and discharged as reported by the Purchaser, and there are not unpaid taxes
which are, or could become a lien on the properties and assets of the Purchaser. |
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5.7 |
Accuracy
of All Statements Made by Purchaser. No representation or warranty by the Purchaser
in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished
by the Purchaser pursuant to this Agreement, nor any document or certificate delivered to
the Company pursuant to this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits or shall omit a
material fact necessary to make the statement contained therein not misleading. |
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5.8 |
Legality
of Shares to be Issued. The shares of common stock of Purchaser to be delivered
pursuant to this Agreement, when so delivered, will have been duly and validly authorized
and issued by Purchaser and will be fully paid and nonassessable. |
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5.9 |
No
Covenant as to Tax Consequences. It is expressly understood and agreed that neither
Purchaser nor its officers or agents has made any warranty or agreement, expressed or
implied, as to the tax consequences of the transactions contemplated by this Agreement or
the tax consequences of any action pursuant to or growing out of this Agreement. |
| 6. |
Conditions
Precedent to Purchaser’s Obligations. Each and every obligation
of Purchaser to be performed on the Closing Date shall be subject to the
satisfaction prior thereto of the following conditions: |
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6.1 |
Truth
of Representations and Warranties. The representations and warranties made by the
Company in this Agreement or given on its behalf hereunder shall be substantially
accurate in all material respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made or given on and as of the
Closing Date. |
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6.2 |
No
Material Adverse Change. As of the Closing Date there shall not have occurred any
material adverse change which materially impairs the ability of the Company to conduct
its business or the earning power thereof on the same basis as in the past. |
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6.3 |
Accuracy
of Financial Statements. Purchaser and its representatives shall be satisfied as to
the accuracy of all balance sheets, statements of income and other financial statements
of the Company furnished to Purchaser herewith. |
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6.4 |
Audited
Financial Statements. The parties to this Agreement understand that the Purchaser is
required to provide Audited Financial Statements of the Company in conformity with the
guidelines of Item 310 of Regulation S-B promulgated under the Securities Act of 1933
within 75 days of Closing (the “Audited Financial Statements”). In addition,
the parties to this Agreement agree to individually and collectively make reasonably
diligent effort to supply information and documentation as necessary to meet the Audited
Financial Statements requirements set forth in this Section. The cost of completing the
Audited Financial Statements shall be the sole responsibility of the Purchaser. |
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6.5 |
Final
Valuation. The completion of the final valuation as per Section 1.2 hereof and
any subsequent adjustment of the Purchase Price. |
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6.6 |
Time
Limit on Closing. Closing shall have taken place by February 28, 2005 |
| 7. |
Conditions
Precedent to Obligations of the Company. Each and every obligation of
the Company to be performed on the Closing Date shall be subject to the
satisfaction prior thereto of the following conditions: |
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7.1 |
Truth
of Representations and Warranties. The representations and warranties made by the
Purchaser in this Agreement or given on its behalf hereunder shall be substantially
accurate in all material respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made or given on and as of the
Closing Date. |
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7.2 |
No
Material Adverse Change. As of the Closing Date there shall not have occurred any
material adverse change which materially impairs the ability of the Purchaser to conduct
its business. |
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7.3 |
Accuracy
of Financial Statements. The Company and Shareholders shall be satisfied as to the
accuracy of all balance sheets, statements of income and
other financial statements of the Purchaser furnished to
the Company herewith. |
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7.4 |
Financing
Agreement. Execution of a agreement for Financing as per Section 3 hereof. |
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7.5 |
Rights
and Preferences of Preferred Stock. Finalizing of the Rights and Preferrences of the
Preferred Stock as per Section 3.1b hereof. |
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7.6 |
Time
Limit on Closing. Closing shall have taken place by February 28, 2005. |
| 8. |
Security
Act Provisions. |
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8.1 |
Restrictions
on Shares. The Shareholder acknowledges and agrees that the certificates representing
the Purchase Price hereunder will represent ‘restricted securities’ as defined
under the Securities Act and will be endorsed with the following legend in accordance
with the Act: |
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|
“THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.” |
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9.1 |
Time
and Place. The closing of this transaction (“Closing”) shall take place at
the offices of the Purchaser, February 28, 2005 or at such other time and place as the
parties hereto shall agree upon. Such date is referred to in this agreement as the “Closing
Date”. |
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9.2 |
Documents
To Be Delivered by the Company. At the closing the Company shall deliver to
Purchaser the following documents: |
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a. |
Certificates
for the number of shares of common stock of the Company in the manner and form
required by sub-section 2.1. hereof. |
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b. |
Such
other documents, certificates of authority and other documents as Purchaser may
reasonably request. |
| 9.3 |
Documents
To Be Delivered by Purchaser. At the closing Purchaser shall deliver to the Company
and Shareholder the following documents: |
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a. |
Certificates
for the number of shares of common stock of Purchaser as determined in sub-section
1.1 hereof. |
| 10. |
Default.
Should any party to this Agreement default in any of the covenants, conditions,
or promises contained herein, the defaulting party shall pay all costs and
expenses, including a reasonable attorney’s fee, which may arise or accrue
from enforcing this Agreement, or in pursuing any remedy provided hereunder or
by the statutes of the State of Nevada. |
| 11. |
Assignment.
This Agreement may not be assigned in whole or in part by the parties hereto
without the prior written consent of the other party of parties, which consent
shall not be unreasonably withheld. |
| 12. |
Successors
and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns. |
| 13. |
Partial
Invalidity. If any term, covenant, condition or provision of this Agreement
or the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or application of
such term or provision to person or circumstances other than those as to which
it is held to be invalid or unenforceable shall not be affected thereby and
each term, covenant, condition or provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law. |
| 14. |
No
Other Agreements. This Agreement constitutes the entire Agreement between
the parties and there are and will be no oral representations which will be
binding upon any of the parties hereto. |
| 15. |
Survival
of Covenants, Etc. All covenants, representations, and warranties made
herein to any parties or in any statement or document delivered to any party
hereto, shall survive the making of this Agreement and shall remain in full
force and effect until the obligations of such party hereunder have been fully
satisfied. |
| 16. |
Further
Action. The parties hereto agree to execute and deliver such additional
documents and to take such other and further action as may be required to carry
out fully the transactions contemplated herein. |
| 17. |
Amendment.
This Agreement or any provision hereof may not be changed, waived, terminated
or discharged except by means of a written supplemental instrument signed by
the party or parties against whom enforcement of the change, waiver,
termination, or discharge is sought. |
| 18. |
Headings.
The descriptive headings of the various Sections or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof. |
| 19. |
Counterparts.
This agreement may be executed in two or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute but one and the same
instrument, provided that Purchaser shall have no obligations hereunder until
all Shareholders have become signatories hereto. For purposes of this
Agreement, a document (or signature page thereto) signed and transmitted by
facsimile machine or telecopier is to be treated as an original document. |
| 20. |
Notices. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by overnight courier addressed as follows: |
|
|
If to the Company or the Shareholder :
000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
If to the Purchaser:
4th floor 00 X. 0xx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
|
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Or such
other addresses as shall be furnished in writing by any party in the manner for giving
notices hereunder, and any such notice or communication shall be deemed to have been
given as of the date so delivered, mailed, or couriered. |
| 21. |
Law. This
Agreement shall be construed and interpreted in accordance with the
laws of the State of Nevada. |
IN WITNESS WHEREOF, the parties
hereto executed the foregoing Agreement and Plan of Acquisition as of the day and year
first above written.
PURCHASER:
Shareholder:
Company: |
|
Livestar Entertainment Group, Inc.
BY: /S/
——————————————
Authorized Signatory
Xxxx Xxxxx
——————————————
Promo Staffing .com LLC
——————————————
Authorized Signatory |
