EXHIBIT 2.2
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AGREEMENT OF SALE
dated June 17, 2005
between
PENDER INTERNATIONAL, INC.
Seller
and
BLAZING HOLDING, INC.
Purchaser
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AGREEMENT OF PURCHASE AND SALE OF STOCK
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AGREEMENT OF SALE, made June 17, 2005,
between PENDER INTERNATIONAL, INC., a
Delaware corporation, having an address at
123 Commerce Valley Drive East,
#300, Thornhill, ON L3T 7W8 Canada,
("Seller"), and
BLAZING HOLDING, INC., an
Ontario corporation, having an address at
90 Glenayr Road, Richmond Hill, ON
L4B 2V4, Canada, ("Purchaser").
W I T N E S S E T H:
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WHEREAS, Purchaser desires to acquire, and
Seller desires to sell, the shares
of stock of IMM INVESTMENTS, INC., upon the
terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the
covenants and agreements hereafter set
forth, and other valuable consideration,
the receipt and sufficiency of which
hereby are acknowledged, the parties hereto
agree as follows:
1. Agreement To Sell. Seller agrees to sell, transfer
and deliver to
Purchaser, and Purchaser agrees to
purchase, upon the terms and conditions
hereinafter set forth, the 100 shares of
the capital stock of IMM INVESTMENTS,
INC., a corporation organized under the
laws of Province of Ontario (the
"Corporation"), said shares constituting
all of the authorized and issued
shares of the Corporation (the "Shares").
2. Purchase Price. The purchase price to be paid by
Purchaser is Three
Million Dollars in United States Currency
(US$3,000,000.00),
payable as
follows:
(a) Three Million Dollars in United
States Currency (US$3,000,000.00) at
the closing by
the execution and delivery of a Promissory Note by
Purchaser to
Seller in said amount, substantially in the form of Exhibit
A hereto (the
"Promissory Note"), secured by a Stock Pledge Agreement
substantially in
the form of Exhibit B hereto (the "Stock Pledge
Agreement"), and
further secured by a Security Agreement substantially in
the form of
Exhibit C hereto and UCC Financing Statements creating a
security
interest in the assets of the Corporation (the "Security
Agreement").
3. The Closing. The "closing" means the settlement
of the obligations of
Seller and Purchaser to each other under
this agreement, including the payment
of the purchase price to Seller as provided
in Article 1 hereof and the
delivery of the closing documents provided
for in Article 4 hereof. The
closing shall be held at the offices of
William J. Reilly, Esq., 401 Broadway,
Suite 912, New York, NY 10013, at 10 A.M.
on or about June 30, 2005 (the
"closing date").
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4. Closing Documents. At the closing Seller shall
execute and deliver to
Purchaser:
(a) the certificate or certificates
for the Shares, duly endorsed so as
to effectively
transfer ownership of the Shares to Purchaser, together
with all
appropriate Federal and State transfer tax stamps affixed
(subject to the
obligation of Purchaser to deposit the Shares with Seller
in accordance
with the provisions of the Stock Pledge Agreement)
(b) letters of resignation from each
director and officer of the
Corporation,
effective as of the closing hereunder, together with a
certificate of
the resigning secretary of the Corporation, duly certified
by the resigning
president and each resigning director of the Corporation,
certifying that
at a meeting of the directors of the Corporation, duly
called and held
and at which a quorum was present, the resignation of the
officers and
directors thereof was accepted, and that there were duly
elected in the
place thereof, effective as of the closing hereunder, such
persons as Purchaser
theretofore shall have designated in writing as
officers and
directors of the Corporation
(c) the Certificate of Incorporation
or other organizational documents
of the
Corporation, and the Bylaws, minute book, stock certificate
book,
and seal of the
Corporation; any bills, vouchers, records showing the
ownership of the
furniture, furnishings, equipment, other property used
in the operation
of the Corporation; and all other books of account,
records and
contracts of the Corporation
(d) such other instruments in form and
substance satisfactory to
Purchaser's
attorney as may be necessary or proper to transfer to
Purchaser good
and marketable title to all other ownership interests in
the Corporation
to be transferred under this agreement
At the closing Seller shall deliver to
Purchaser all keys for the business.
Seller shall do all further acts and things
as may be necessary, or reasonably
requested by Purchaser, to consummate the
transactions contemplated by this
agreement, including the acquisition of
possession of the Corporation.
Seller shall advise Purchaser of, and cause
to be delivered to Purchaser, all
trade secrets and proprietary information
pertaining to the business.
At the closing Purchaser shall execute and
deliver to Seller:
(a) the Promissory Note, Stock Pledge
Agreement, Security Agreement and
UCC Financing
Statements provided for in Article 2 hereof
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5. Representations And Warranties Of
Seller. Seller
represents and warrants
to Purchaser as follows:
(a) Seller is a corporation duly
organized and validly existing under the
laws of
Delaware. Seller has
full power and authority to carry out and
perform its
undertakings and obligations as provided herein. The
execution and
delivery by Seller of this agreement and the consummation
of the
transactions contemplated herein have been duly authorized by
the
Board of
Directors of Seller and will not conflict with or breach any
provision of the
Certificate of Incorporation or Bylaws of Seller, and do
not and will not
conflict with or result in any breach of any condition or
provision of, or
constitute a default under, or result in the creation or
imposition of
any lien, charge or encumbrance upon the Corporation by
reason of the
provisions of any contract, lien, lease, agreement,
instrument or
judgment to which Seller is a party, or which is or purports
to be binding
upon Seller or which affects or purports to affect the
Corporation.
No further action or
approval, corporate or otherwise, is
required in
order to constitute this agreement the binding and enforceable
obligation of
Seller.
(b) No action, approval, consent or
authorization, including without
limitation any
action, approval, consent or authorization of any
governmental or
quasi-governmental agency, commission, board, bureau or
instrumentality,
is necessary for Seller to constitute this agreement the
binding and
enforceable obligation of Seller or to consummate the
transactions
contemplated hereby.
(c) The Corporation is
