Exhibit 99.1
PURCHASE AGREEMENT
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PURCHASE AGREEMENT
AGREEMENT entered into as of January 8th, 2004 by and between INVICTA GROUP
INC., a Nevada Corporation (the "Buyer"), ISIP TELECOM INC. collectively the:
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(the "Seller"),
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WHEREAS, the Seller, among other things, owns a voice over IP
Telecommunication's business and Solutions Company, based in South Florida.
WHEREAS, the Seller desires to sell and the Buyer desires to purchase the stock
of the Sellers, upon the terms and conditions hereinafter set forth;
WHEREAS, Daniel Miroli is the majority shareholder of the Seller.
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 interests that the
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Seller possesses and has the right to transfer in and to those assets identified
on Schedule A hereto.
"Buyer": meansInvicta Group Inc. as set forth in the preface above.
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"Closing": means the day the Seller and Buyer agree to transfer stock of
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respective companies.
"Intellectual Property": means
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(a) all inventions (whether patentable or 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) Isiptelecom.com an internet website: owned by Seller:
(c) 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,
(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 ISIP Telecommunications Inc a Florida Corporation.
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"Stock": means all shares from Seller and shares issued to Seller by
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Invicta Group Inc.
"Website": means Internet site promoting business of ISIP
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Telecommunications Inc
2. ACQUISITION OF STOCK The Purchaser proposes to acquire the stock of the
Corporation (the "Acquisition"). The Acquisition will be accomplished by
means of a stock for stock purchase.
CONSIDERATION. The purchase price for the Corporation will be 100,000
shares of Invicta Group Inc. Stock.
3. TERMS OF CONSIDERATION. Defined, as "Payment to Seller" the purchase
structure is as follows:
The Shareholder will receive at CLOSING 100,000 shares of Invicta Group Inc.
Stock, the shares will be restricted (unable to sell) until Invicta's next
Filing with the SEC.
4. RESTRICTIONS ON TRANSFER. Except for any restrictions imposed by applicable
state and federal securities laws, there is no right of first refusal,
co-sale right, right of participation, and right of first offer, option or
other restriction on transfer applicable to any shares of the Stock. The
Corporation is not a party to, or is subject to any agreement that affects
or relates to the voting or giving of written consent with respect to any
shares of the Stock.
5. CORPORATE COMPLIANCE; AUTHORIZATION.
A. COMPLIANCE WITH INSTRUMENTS. To the best knowledge of the Corporation
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and the buyer, the Corporation is not in violation, breach or default of any
term of its Certificate of Incorporation or By-laws, or of any material term or
provision of any judgment, decree, order statute, rule or regulation applicable
to or binding upon the material adverse affect on the Corporation's business or
financial condition.
B. AUTHORIZATION. The Corporation has all requisite corporate power and
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authority to execute, deliver and perform its obligations under this Agreement,
and all corporate action on the part of the Corporation, its officers, directors
and Buyer, necessary for the sale and transfer of the Stock has been taken. This
Agreement, the Certificate of Incorporation and all agreements attached hereto
as Exhibits, are each legal, valid and binding obligations of the Corporation
enforceable in accordance with their respective terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws and equitable principals relating to or affecting the enforcement
of creditors' rights in general and by general principals of equity. The
execution, delivery and compliance with the performance by the Corporation of
this Agreement does not and will not (1) conflict with or result in a breach of
the terms, conditions and provisions of any contractual obligation, (2) result
in the creation of any, material lien, security interest, charge or encumbrance
upon the Stock or assets.
6. ABSENCE OF LITIGATION. In good faith and to the best of the Corporation's
knowledge, there are no (a) actions proceedings, arbitrations or
investigations pending or any threat thereof, or verdicts or judgments
entered against the Corporation before any court or before any
administrative agency or officer which might result in any material adverse
change in the business, properties or condition, financial or otherwise, of
the Corporation or (b) violations by the Corporation of any foreign,
federal, state or local laws, regulations or order, including but not
limited to laws pending to workplace safety and environmental clean-up, the
violation of which would have a material adverse effect on the business of
the Corporation.
7. TAX RETURNS AND PAYMENTS. In good faith and to the best of the
Corporation's knowledge, the Corporation is not in violation of the filing
requirements for all federal and state income tax returns that are required
to be filed by the Corporation.
8. MATERIAL LICENSES, AGREEMENTS AND RELATED PARTY AGREEMENTS.
A. To the best of knowledge of the Corporation, Exhibit "A" hereto
identifies each material Contract (the "Contracts"). All material Contracts are
in writing. Corporation has delivered to Buyer accurate and complete copies of
all written material Contracts identified in Exhibit A, including all amendments
thereto;
B. To the best of the Corporation's knowledge, each Contract is valid and
in full force and effect, and is enforceable by The Corporation in accordance
with its terms;
C. To the best of The Corporation's knowledge, except as set forth in
Exhibit A:
(1) No person acting for the Corporation has violated or breached, or
declared or committed any default under, any Contract;
(2) No event has occurred, and no circumstance or condition exists, that
likely would (with or without notice or lapse of time) (A) result in a
violation or breach of any of the provisions of any Contract, (B) Give
any Person the right to declare a default or exercise any remedy or
hinder any Contract, (C) give any Person the right to accelerate the
maturity or performance of any Contract, or (D) give any Person the
right to cancel, terminate or modify any Contract; (E) The Corporation
has not waived any of its rights under any Contract.
D. To the best of the Corporation's knowledge, each person against which
the Corporation has or may acquire any rights under any Contract is solvent and
is able to satisfy all of such person's current and future monetary obligations
and other obligations and Liabilities to the Corporation;
E. To the best of the Corporation's knowledge, except as set forth in
Exhibit A:
(1) The Corporation has never guaranteed or otherwise agreed to cause,
insure or become liable for, and has never pledged any of its assets
to secure, the performance or payment of any obligation or other
Liability of any other Person except in the ordinary course of
business; and
(2) The Corporation has never been a party to or bound by (A) any joint
venture agreement, partnership agreement, profit sharing agreement,
cost sharing agreement, loss sharing agreement or similar Contract, or
(B) any Contract that creates or grants to any person, or provides for
the creation or grant of, any stock appreciation right, phantom stock
right or similar right or interest.
F. To the best of the Corporation's knowledge, the performance of the
Contracts will not result in any violation of or failure to comply with any
legal requirement;
G. To the best of the Corporation's knowledge, except as identified in
Exhibit A, no person is materially renegotiating, or has the contractual right
to materially renegotiate, any amount paid or payable to the Corporation under
any Contract or any other term or provision of any Contract;
H. To the best of the Corporation's knowledge, the Contracts identified in
Exhibit A and the Excluded Contracts collectively constitute all of the
Contracts necessary to enable the Corporation to conduct its business in the
manner in which its business is currently being conducted and in the manner in
which its business is proposed to be conducted;
I. To the best of the Corporation's knowledge, except as set forth in
Exhibit A: (i) the Contracts of the Corporation, including but not limited to
those described in Exhibit A, are legally valid, binding and enforceable
agreements of the Corporation, except as enforceability may be limited by
bankruptcy and other similar laws affecting creditors rights, and, to the
knowledge of the Corporation and Buyer, the other parties thereto; the
Corporation is not and, to the knowledge of the Corporation and Buyer, no other
party to any such Contract is in violation of or in default under such Contracts
and no event or circumstances have occurred which constitute, or after notice or
lapse of time or both would constitute, a violation or default thereunder on the
part of the Corporation or, to the knowledge of the Corporation and Buyer, any
other party thereto or result in a right to accelerate or loss of rights; and
such Contracts will continue to be binding in accordance with their terms after
the Closing, assuming any consents listed in Exhibit A are obtained; (ii) the
Corporation has fulfilled all obligations required pursuant to each Contract to
have been performed by it, and the Corporation and Buyer have no reason to
believe that the Corporation will not be able to fulfill all of its obligations
under the Contracts which remain to be performed after the date hereof, and
(iii) none of the payments required to be made under any Contract has been
prepaid by more than 30 days prior to the due date of such payment thereunder
and the estimated cost to complete any Contract of the Corporation, plus
expenses incurred by them on that Contract, will not exceed the total Contract
price.
9. MATERIAL CHANGE. Since January 1st 2004, there has not occurred:
A. Any material adverse change in the assets, liabilities, business,
prospects, condition (financial or otherwise), or operating results of the
Corporation;
B. Any material increase in the indebtedness or liabilities of the
Corporation over the level thereof;
C. Any material increase in the compensation (including, without
limitation, the rate of commissions) payable to, or any payment of a cash salary
bonus to, any officer, director or employee of, or consultant to, the
Corporation;
D. Any material change in the manner of keeping the book accounts or
records of the Corporation or in the accounting practices therein reflected; or
E. Any declaration or payment of any dividends or distribution to the
Corporation's Buyer by the Corporation, any acquisition or redemption by the
Corporation of any of its equity securities or loan by the Corporation to any of
its security holders.
10. TITLE TO ASSETS. The Corporation owns, free and clear of encumbrances:
A. All assets reflected on the January 1st 2004, Unaudited Interim Balance
Sheet (except for inventory sold by the Corporation since January 1st 2004, in
the ordinary course of business);
B. All assets acquired by the Corporation since January 1st 2004. (Except
for inventory sold by the Corporation since August 30 2003, in the Ordinary
Course of Business);
C. All other assets reflected in the Corporation's books and records as
being owned by the Corporation.
11. EQUIPMENT,
A. Exhibit "C" hereto consists of the Corporation's capital equipment and
depreciation schedule, which describes historical cost and depreciation
information with respect to all of Corporation's capital equipment, furniture,
fixtures, improvements and other tangible personal property. Part 2.10 also
accurately identifies all material tangible personal property leased to the
Corporation;
B. Each material asset of the Corporation:
(1) Is free of defects and deficiencies and in good condition and repair,
consistent with its age and intended use (ordinary wear and tear
excepted);
(2) Complies in all material respects and, to the Corporation's and each
Buyer's best knowledge, is being operated and otherwise used in full
compliance with all applicable legal requirements;
(3) Is adequate for the uses to which it is being put;
(4) Is adequate for the conduct of the Corporation's business in the
manner in which such business is currently being conducted;
(5) Has been maintained in accordance with reasonable maintenance
schedules;
(6) Is owned by the Corporation free and clear of any encumbrance; and
(7) Is located at the Corporation's principal business office.
12. NO LIABILITIES. Except for the Lease, and the telephone leases the
Corporation is not subject to any claims, demands, liens (both general and
charging), agreements, contracts, covenants, promises, suits, actions or
cross-actions, causes of action, obligations, controversies, disputes,
debts, costs, fees, expenses, losses, damages (both compensatory and
exemplary or punitive), judgments, orders, wrongful acts, and liabilities
of whatever kind or nature in law, equity, or otherwise, fixed or
contingent.
13. EXTENT OF OFFERING. Except as contemplated in this Agreement, neither the
Corporation, nor any agent acting on its behalf, has offered or will offer
or solicit any offers to sell any securities to any person or persons so as
to require the issuance or sale of the Stock, to be registered to the
provisions of 5 of the Securities Act, or prevent the Corporation from
utilizing the provisions of 4(2) or Regulation D of the Securities Act or
any applicable state securities law exemption from qualification.
14. FEES, COMMISSIONS AND EXPENSES. The Corporation has made no agreements or
arrangements for brokerage commissions, finders' fees or similar
compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement binding upon the
Corporation.
15. VALIDITY OF ISSUANCE. The Stock to be purchased and sold pursuant to this
Agreement, and delivered, be duly and validly issued, fully paid and no
assessable, and will be free and clear of any liens or encumbrances caused
or created by the Corporation and, assuming the accuracy and completeness
of the Buyer's and the Corporation's representations hereunder, will have
been issued in compliance with all the applicable state and federal
securities laws.
A. DISCLOSURE. Neither this Agreement, nor any of the schedules,
attachments, exhibits, written statements, documents, certificates or other
materials prepared or supplied by the Corporation with respect to the
transactions contemplated hereby contain any untrue statements of a material
fact or omit a material fact to make the statements contained herein or therein
not misleading.
16. PRIVATE OFFERING. The offer to sell the Stock was directly communicated to
the Buyer by the Corporation. At no time did the Corporation, or any Buyer,
present to Buyer or any other persons, or solicit Buyer or any other person
with, any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicitation,
nor did the Corporation invite Buyer or any other to attend a promotional
meeting otherwise than in connection and concurrently with such
communicated offer.
17. BUYER REPRESENTATION. The Corporation has a reasonable basis to believe
that representations and warranties of Buyer set forth in this Agreement
are true and accurate.
18. BUYER REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to
the Corporation that:
A. That the Stock has not been registered under the Securities Act by
reason of a 4(2) exemption;
19. LIMITATIONS ON RESALE OR TRANSFER. Seller understands and acknowledges that
sellers ability to sell the 100,000 shares of Stock may be limited by the
lack of a ready market in which to sell the Stock, and that the
certificates issued will carry the following 144 legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, OR
APPLICABLE STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1993 OR APPLICABLE STATE SECURITIES LAWS OR RECEIPT OF AN
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
REGISTRATION IS NOT REQUIRED."
20. ACCESS TO DATA. The Buyer has had an opportunity to discuss the
Corporation's business, management and financial affairs with its
management and to obtain any additional information necessary or
appropriate for deciding whether or not to purchase the Stock. Buyer
acknowledges that the Corporation or any other agent thereof except as set
has made no representation or warranties, oral and written, forth in this
Agreement.
21. ACCREDITED INVESTOR STATUS. Buyer represents that it meets one or more of
the following standards (by initializing each applicable standard):
-------- Standard One: Buyer is a natural person who has an individual net
worth or joint net worth with his or her spouse in excess of $1,000,000. "Net
Worth" means the net fair market value of equity of Buyer's assets and
properties.
-------- Standard Two: Buyer is a natural person who has had individual
income in excess of $200,000 or joint income with his or her spouse in excess of
$300,000 during 1998 and 1999 and reasonably expects to have the same income
level in 2000.
X Standard Three: Buyer is a corporation, partnership, or trusts
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with the total asset in excess of $100,000 and not formed specifically to
acquire the securities offered herein.
-------- Standard Four: Buyer is an entity in which all of the equity or
beneficial owners are deemed to be "accredited" investors by reason of each of
them meeting either Standard One, Two or Three above.
A. PREVIOUS INVESTMENTS. Buyer is an investor in securities of companies in
the development stage and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merit and
risks of the investment contemplated herein.
B. RISKS. Buyer understands that the investment in the Corporation involves
a high degree of risk and is suitable only for Buyer who can afford a loss of
their entire investment and who have no need for liquidity from their
investment.
22. PRIVATE OFFERING. The offer to sell the Stock was directly communicated to
Buyer by the Seller. At no time was Buyer presented or solicited by any
leaflet, newspaper or magazine article, radio or television advertisement,
or any form of general advertising or solicited or invited to attend a
promotional meeting otherwise than in connection and concurrently with such
communicated offer.
23. AUTHORIZATION. Buyer is a corporation arranged under the law of the State
of Nevada. Buyer has all requisite authorization to execute and deliver the
Agreement.
24. TERMINATION. This Agreement may be terminated at any time prior to the
Closing Date:
A. By the written agreement of Buyer
B. By either the Corporation by written notice to the other parties if the
transactions contemplated hereby shall not have been consummated pursuant hereto
by 5:00 p.m. on January 8th 2004, unless such date shall be extended by the
written consent of Buyer;
C. By Buyer by written notice to the other parties if (i) the
representations and warranties of the Corporation shall not have been true and
correct in all respects (in the case of a representation or warranty containing
a materiality qualification) or in all material respects (in the case of a
representation or warranty without a materiality qualification) as of the date
when made, or (ii) any of the conditions set forth in Section 2 shall not have
been, or if it becomes apparent that any of such conditions will not be,
fulfilled by 5:00 p.m. on January 8th 2004, unless such failure shall be due to
the failure of Buyer to perform or comply with any of the covenants, agreements
or conditions hereof to be performed or complied with by it prior to the
Closing;
D. By Buyer by written notice upon receipt of a notice of rejection or
disapproval of the Application.
In the event of the termination of this Agreement this Agreement shall become
void, without any liability to any party in respect hereof or of the
transactions contemplated hereby on the part of any party hereto, or any of its
directors, officers, employees, agents, consultants, representatives, or
advisers, stockholders, and except for any liability resulting from such party's
breach of this Agreement.
25. MISCELLANEOUS.
A. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
B. NO THIRD-PARTY BENEFICIARIES. The terms and provisions of this Agreement
are intended solely for the benefit of each party hereto and their respective
successors and assigns, and it are not the intention of the parties to confer
third-party beneficiary rights upon any other person.
C. SURVIVAL OF AGREEMENTS, REPRESENTATIONS, ETC. All warranties,
representations, agreements and covenants made by a party herein or in any
certificate or other instrument required to be delivered by or on behalf of a
party in connection with this Agreement, shall be considered to have been relied
upon by the other party and shall survive the Closing under this Agreement
regardless of any investigation made by any party [or information about any
breach known to any party prior to the Closing; shall continue in full force and
effect; and shall provide a basis for the remedies provided for herein or
otherwise available to the non-breaching party. No representation or warranty
contained herein shall be deemed to have been waived, affected or impaired by
any investigation made by or knowledge of any party to this Agreement. All
statements in any such certificate or other instrument delivered at or in
connection with the Closing shall constitute representations and warranties of
the party making such delivery. Each agreement, representation and warranty
contained herein is independent of all other agreements; representations and
warranties contained herein (whether or not covering an identical or a related
subject matter) and must be independently and separately complied with and
satisfied. Exceptions or qualifications to any agreement, representation or
warranty contained herein shall not be construed as exceptions or qualifications
to any agreement, other warranty or representation.
26. ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto and the
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the Corporation and Buyer with regard
to the subjects hereof and thereof.
27. AMENDMENTS AND MODIFICATIONS. This Agreement may not be amended or modified
other than by an agreement in writing signed by all of the parties.
28. NOTICE. Any notice, payment, report or other communication required or
permitted to be given by one to any other party by this Agreement shall be
in writing and either (i) served personally on the other party or parties;
(ii) sent by express, registered or certified first class mail, postage
prepaid, addressed to the other party or parties at its or their address or
addresses as indicated next to their signatures below, or to such other
address as any addressee shall have therefore furnished to the other
parties by like notice; (iii) delivered by commercial courier to the other
party or parties; or (iv) sent by facsimile with the original sent by U.S.
Mail. Such notice shall be deemed received on the second day after
transmittal if sent by one (1) day courier together with a transmission of
such notice by facsimile if the recipient has the capability to receive a
facsimile.
29. TITLES AND SUBTITLES. The titles of the Sections and subsections of this
Agreement are for the convenience of reference only and are to be
considered in construing this Agreement.
30. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year hereinabove first written.
"SELLER"
ISIP TELECOM INC.
BY: /s/ DANIEL MIROLI
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DANIEL MIROLI
1080 94th Street, # 612
Bay Harbor Islands
Florida. 33154
305-864-7893
"BUYER"
INVICTA GROUP INC.
BY: /s/ R.DAVID SCOTT
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R.DAVID SCOTT, C.O.O.
Invicta Group Inc
9553 Harding Avenue # 301
Miami Beach, FL 33154
305-866-6525