1
Asset purchase agreement
PURCHASE AGREEMENT
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between
INVICTA GROUP INC.
As the Buyer
and
CASINO RATED PLAYERS, INC
RATED PLAYERS, INC
As the Seller
JULY 15, 2002
PURCHASE AGREEMENT
AGREEMENT entered into as of July 15th 2002, by and between INVICTA GROUP
INC., a Nevada corporation (the "Buyer"), CASINO RATED PLAYERS, INC a Florida
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Corporation and WILLIAM FORHAN, an individual; collectively (the "Sellers"),
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WHEREAS, the Sellers, among other things, owns a website, owns it's domain
name, a database of 14,000 Players; and is a liscensed Casino Rep. in the state
of Nevada and the Bahamas Islands.
WHEREAS, the Sellers desires to sell and the Buyer desires to purchase the
stock of the Sellers, upon the terms and conditions hereinafter set forth; and
WHEREAS, William Forhan is the majority shareholder of the Sellers.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1. DEFINITIONS.
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"Acquired Assets": means all of the right, title, and interest that the
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Sellers possesses and has the right to transfer in and to those assets
identified on Schedule A hereto.
"Buyer" : means Invicta Group Inc. as set forth in the preface above.
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"Intellectual Property" : means (a) all inventions (whether patentable or
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unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith,
(c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).
"Sellers": means Casino Rated Players, Inc and William Forhan.
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"Stock" :means all shares issued to Casino Rated Players, Inc shareholders.
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Stockmeans all shares issued to Casino Rated Players, Inc shareholders.
"Website": means internet site promoting business of Casino Rated Players
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2. BASIC TRANSACTION.
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(a) Purchase and Sale of Stock. On and subject to the terms and
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conditions of this Agreement, the Buyer agrees to purchase from the Seller, and
the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of
the Stock, for the consideration specified below .
2) Purchase Price. The purchase price for the Stock (the "Purchase
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Price") shall be the sum of 15,651,000 shares of common stock in Invicta Group
Inc.
3) Accrued Compensation: $70,000 will be accepted as a accounts payable
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transaction and listed on Invicta's Balance Sheet.
(d) Deliveries at the Closing. At the Closing, (i) the Seller will
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deliver to the Buyer the various customer lists and website codes; (ii) the
Buyer will deliver to the Seller the stock certificates.
(e) Allocation. The Parties agree to allocate the Purchase Price (and all
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other capitalizable costs) among the Acquired Assets for all purposes (including
financial accounting and tax purposes) in accordance with (GAAP).
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and
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warrants to the Buyer that the statements contained in this Section 3 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 3),
except to the extent set forth in the disclosure schedule accompanying this
Agreement and initialed by the Parties (the "Disclosure Schedule"). The
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Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
and numbered paragraphs contained in this Section 3.
(a) Organization of the Seller. The Seller is a corporation duly
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organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Seller has full power and authority
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(including full corporate power and authority) to execute and deliver this
Agreement and the other agreements, documents and instruments contemplated
hereby, and to perform its obligations hereunder and thereunder. Without
limiting the generality of the foregoing, the board of directors of the Seller
and, to the extent required under applicable law, the Stockholders of Seller,
has duly authorized the execution, delivery, and performance of this Agreement
by the Seller. This Agreement constitutes the valid and legally binding
obligation of the Seller, enforceable in accordance with its terms and
conditions.
(c) No contravention. Neither the execution and the delivery of this
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Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Seller is subject or any provision of
the charter or bylaws of the Seller or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Seller is a party or by which it is bound or to which
any of its assets is subject (or result in the imposition of any Security
Interest upon any of its assets), except where the violation, conflict, breach,
default, acceleration, termination, modification, cancellation, failure to give
notice to consummate the transactions contemplated by this Agreement.
(d) Intellectual Property.
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(i) To the extent that the Acquired Assets include Intellectual Property of
the Seller, such Intellectual Property is owned by the Seller free and clear of
all Security Interests.
(ii) No Intellectual Property of the Seller included in the Acquired Assets
has been licensed to any third party.
(iii) No Intellectual Property of the Seller included in the Acquired
Assets is the subject of an application to register, or of a registration, with
any Federal or State authority.
(iv) To the Knowledge of the Seller, no third party has interfered with,
infringed upon, misappropriated, or violated any material Intellectual Property
rights of the Seller included in the Acquired Assets.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
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warrants to the Seller that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4),
except to the extent set forth in the Disclosure Schedule. The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 4.
(a) Organization of the Buyer. The Buyer is a corporation duly
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organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Buyer has full power and
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authority (including full corporate power and authority) to execute and deliver
this Agreement, and the other agreements, documents and instruments contemplated
hereby, and to perform their respective obligations hereunder and thereunder.
This agreement constitutes the valid and legally binding obligations of the
Buyer, as the case may be, enforceable in accordance with their terms and
conditions.
(c) No contravention. Neither the execution and the delivery of this
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Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2 above), will
(i) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Buyer is subject or any provision of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Buyer is a party or by which it is bound or to which any of its assets is
subject.
5. PRE- CLOSING COVENANTS.
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(a) General. Each of the Parties will use its reasonable best efforts
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to take all action and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this Agreement
(b) Notices and Consents. Each of the Parties will give any notices
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to, make any filings with, and use its reasonable best efforts to obtain any
authorizations, consents, and approvals of governments and governmental agencies
in connection with the matters referred to in Section 3(c) and Section 4(c)
above.
(c) Operation of Business. The Seller will not engage in any practice, take
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any action, or enter into any transaction outside the Ordinary Course of
Business the primary purpose or effect of which will have a material adverse
effect on the Acquired Assets or the transactions contemplated hereby.
(d) Exclusivity. The Seller will not solicit, initiate, or encourage
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the submission of any proposal or offer from any Person relating to the
acquisition of all or a portion of the Acquired Assets (including any
acquisition structured as a merger, consolidation, or share exchange).
6. CONDITIONS TO OBLIGATION TO CLOSE.
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(a) Conditions to Obligation of the Buyer. The obligation of the Buyer
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to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(i) The representations and warranties set forth in Section 4 above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) The Seller shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(iii) There shall not be any injunction, judgment, order, decree, ruling,
or charge in effect preventing consummation of any of the transactions
contemplated by this Agreement;
(iv) The Seller shall have delivered to the Buyer a certificate to the
effect that each of the conditions specified above in Section 7(a)(i)-(iii) is
satisfied in all respects;
(v) All actions to be taken by the Seller in connection with consummation
of the transactions contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Buyer.
The Buyer may waive any condition specified in this Section 6 (a) if it executes
a writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Seller. The obligation of the
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Seller to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3 above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree, ruling,
or charge in effect preventing consummation of any of the transactions
contemplated by this Agreement;
(vi) all actions to be taken by the Buyer in connection with consummation of
the transactions contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Seller.
The Seller may waive any condition specified in this Section 6 (b) if it
executes a writing
so stating at or prior to the Closing.
7. POST-CLOSING COVENANTS.
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(a) Affirmative Covenants of Buyer. For so long as the Buyer has any
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outstanding obligations under this Agreement , the Buyer will:
(i) punctually, in accordance with the terms hereof , pay or cause to be
paid all sums required to be paid by the Buyer pursuant hereto.
(ii) provide prompt written notice to the Seller of the occurrence of one
or more events which constitute or which, with the giving of notice or the lapse
of time or both, would constitute a (A) breach of any representation, warranty
or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default
or an Event of Mandatory Acceleration under the Buyer Note;
(iii) pay and discharge at or before maturity, all of its material
obligations and liabilities, including without limitation, tax liabilities,
except where the same is contested in good faith by appropriate proceedings, and
will maintain in accordance with generally accepted accounting principles,
appropriate reserves for the accrual of any of the same;
(iv) comply in all material respects with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except where
the necessity of complying therewith is being contested in good faith by
appropriate proceedings;
(v) maintain proper books and records of accounts, in which full, true and
correct entries shall be made of all dealings and transactions in relation to
its business and activities and permit representatives of the Seller, at the
Seller's expense, to visit and inspect any of its properties, to examine and
make abstracts from any of its books and records and to discuss its affairs,
finances and accounts with its officers, employees and representatives, all at
such reasonable times as may be determined by the Seller;
(vi) diligently protect the Buyer's rights in and to all intellectual property
in which the Buyer has an interest, including without limitation, all
intellectual property rights being acquired by the Buyer pursuant to this
Agreement; and
(b) Negative Covenants of Buyer. For so long as the Buyer has any
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outstanding obligations under this Agreement , the Buyer will not,
without the prior written consent of the Seller:
(i) sell, lease or otherwise dispose of any of its assets other than in the
ordinary course of business;
(ii) sell, assign or otherwise dispose of any of the Acquired Assets which
is comprised of Intellectual Property as defined in Section 1;
3) Affirmative Covenants of Sellers. Provided that an Event of Default
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has not occurred , the Sellers grant to Buyer the right of first refusal to
obtain an irrevocable, nonexclusive, nontransferable right and license to make,
use and sell any new product or products.
8. INDEMNIFICATION.
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1) Indemnification by the Buyer. Subject to the provisions of Section 8 (c)
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hereof, the Buyer , jointly and severally, hereby indemnify and hold harmless
the Seller s and its officers, directors, employees, representatives,
stockholders, controlling persons, and affiliates (collectively, the
"Indemnified Persons") for, and will pay to the Indemnified Persons the amount
of, any loss, liability, claim, damage, expense (including costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim (collectively, "Damages"),
arising, directly or indirectly, from or in connection with: (i) any breach of
any representation or warranty made by the Buyer in this Agreement or any
other agreement.
(b) Indemnification by the Seller. The Seller hereby indemnifies and
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holds harmless the Buyer and its officers, directors, employees,
representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the Indemnified
Persons the amount of, any Damages arising, directly or indirectly, from or in
connection with (i) any breach of any representation or warranty made by the
Seller s in this Agreement or in any agreement, certificate or document
delivered by the Sellers pursuant to this Agreement, (ii) any breach by the
Sellers of any covenant or obligation of the Sellers in this Agreement or in any
other agreement, document or certificate contemplated by this Agreement, or
(iii) any claim by any person for brokerage or finder's fees or commissions or
similar payments based upon any agreement or understanding alleged to have been
made by such person with the Sellers (or any person acting on its behalf) in
connection with any of the transactions contemplated hereby.
(c) Time Limitations. No party to this Agreement shall have any
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liability (for indemnification or otherwise) with respect to any representation
or warranty, or covenant or obligation to be performed and complied with prior
to the date hereof, unless notice of any such liability is provided on or before
twelve (12) months from the date hereof.
9. MISCELLANEOUS.
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(a) Survival of Representations and Warranties. All of the
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representations and warranties of the Parties contained in this Agreement shall
survive the Closing for a period of one year.
(b) No Third-Party Beneficiaries. This Agreement shall not confer any
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rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
(c) Entire Agreement. This Agreement (including the documents referred to
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herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(d) Succession and Assignment. This Agreement shall be binding upon
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and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party.
(e) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The section headings contained in this Agreement are
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inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(g) Notices. All notices, requests, demands, claims, and other
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communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Seller: Casino Rated Players, Inc.
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1000 S. Ocean Blvd. # 16F
Pompano Beach, Fl. 33062
Facsimile No: 954 785 1508
Attn: William Forhan,CEO
If to the Buyer: Invicta Group, Inc.
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9553 Harding Avenue
Miami Beach, FL 33154
Facsimile No.: (305) 866-3858
Attn:David Scott, PresidenT
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), and such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
(i) three days following delivery to an authorized United States Postal Office
receptacle, (ii) upon facsimile transmission, provided that electronic
confirmation of receipt is retained by the transmitting party, or (iii) upon
receipt, if by personal delivery. Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Party notice in the manner herein set forth.
8) Governing Law; Arbitration. This Agreement shall be governed by and
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construed in accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Florida or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida. In the event of
any dispute between the parties arising out of this Agreement or the
transactions contemplated hereby, such dispute shall be resolved by binding
arbitration conducted in accordance with the commercial arbitration rules of the
American Arbitration Association (the "Arbitration").
9) The Arbitration shall be conducted (i) in Miami-Dade County, Florida if
instituted by the Buyer, or (ii) in Broward County ,Fl. if instituted by the
Sellers, and heard by three arbitrators, one of whom shall be selected by each
party, with the third arbitrator being selected by agreement of the two
arbitrators selected by the parties. The determination of the arbitrators shall
be final and binding upon the parties and judgment on the award may be entered
in any court of competent jurisdiction.
(i) Amendments and Waivers. No amendment of any provision of this
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Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Sellers. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(j) Severability. Any term or provision of this Agreement that is invalid
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or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(k) Expenses. Each of the Buyer and the Sellers will bear its own
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costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in the
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negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date July 15,2002
INVICTA GROUP, INC.
/s/ David Scott, President
By: ______________________
David Scott, President
CASINO RATED PLAYERS, INC.
/s/ William Forhan, CEO
By: ______________________
William Forhan, CEO
/s/ William Forhan, CEO
By: ______________________
William Forhan, individually
SCHEDULE A
ACQUIRED ASSETS
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1. Casino Rated Players Website
2. 14,500 database of customers
3. Furniture and Equipment
4. Casino Rep License in Bahamas, Nevada, Caribbean Islands