PURCHASE AGREEMENT
This Purchase AGREEMENT entered into as of March 1st 2007 by and
between INVICTA GROUP INC., a Nevada Corporation (the "Buyer"), and William
Kerby and EXTRAORDINARY VACATIONS USA Inc, a Nevada corporation ("EXVG") (Mr.
Kerby and EXVG are jointly the "Selling Shareholders") individuals and sole
shareholders of Maupintour Inc. LLC, a Nevada Corporation (the
"Corporation"),
WHEREAS, Maupintour Inc. LLC has offices in Las Vegas, Nevada and
Lawrence, Kansas and, among other things, owns (1) a Wholesale and retail
Travel Company, (2) certain domain names, (3) a email database of 2,000,000
plus Travel Agencies/customers, (4) an Airlines Reporting Corporation (ARC)
appointment, (5) various bank and credit card merchant accounts, (6) two
Internet websites, and (7) computer equipment for Email broadcasting from the
Las Vegas office.
WHEREAS, the Selling Shareholders desire to sell and the Buyer desires
to purchase all of the outstanding stock and assets of the Corporation, upon
the terms and conditions hereinafter set forth;
WHEREAS, Mr. Kerby and EXVG, are the sole shareholders of the
Corporation.
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.
"Acquired Assets": means all of the right, title, and interest that the
Corporation possesses in those assets identified on Exhibit A hereto, which,
by virtue of the acquisition of the stock of the Corporation, will be
acquired indirectly by the Buyer.
"Auditable Financials": means financials prepared by Maupintour can be
audited by SEC and PCAOB compliant auditor.
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"Buyer": means Invicta Group Inc., as set forth in the preface above.
"Closing": means the day the Selling Shareholders and Buyer agree to transfer
stock to Invicta, and Officers of respective companies sign Purchase
Agreement and Invicta issues check for $1.00; Plus the Officers and Directors
of Maupintour will submit their respective resignations.
"Intellectual Property": means
(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) All Internet websites owned by the Corporation:
(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),
and all computer hardware.
(g) All other proprietary rights, and
(h) All copies and tangible embodiments thereof (in whatever form or
medium).
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"Liabilities": means all debt owed to suppliers, customers, employees and
accounts payable listed on the Balance Sheet prepared as of the date of
Closing.
"Selling Shareholders": means Mr. Kerby and EXVG.
"Stock": means all shares of the Corporation delivered from the Selling
Shareholders to Invicta Group Inc.
"Website": means Internet sites promoting business of Maupintour's and Maupin
Waterways.
2. Acquisition of Stock. On the Closing Date, Buyer will acquire all of
the outstanding shares of capital stock of the Corporation (the
"Acquisition") on the terms and conditions set forth in this Agreement.
3. Consideration.
(a) The purchase price for the stock of the Corporation will be $1.00
plus the debt and, upon delivery of a check for the purchase price, the
Corporation shall be and become a wholly owned subsidiary of Buyer.
(b) The debt of the Corporation is approximately $900,000. If the
audit shows a larger debt then $900,000 or the Financial Projections provided
by the Selling Shareholders do not materialize over the next 9 months, the
Buyer has the right to return the Corporation to the Selling Shareholders and
forgive money that was invested in the Corporation.
4. The Closing.
(a) The Closing shall take place at the offices of Selling Shareholders
no later than March 30th 2007, unless the parties agree in writing to extend
the closing date to another place or time.
(b) The following will be delivered by Selling Shareholders and the
Corporation at Closing:
* All certificates for outstanding shares of Corporation's Stock,
duly endorsed for transfer
* All corporate records and minute books of the Corporation
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* All financial and corporate books and records of the Corporation,
including bank account information.
(c) The following will be delivered by Buyer at Closing:
* A check of $1.00 payable to EXVG.
5. Representation and Warranties of Selling Shareholders.
Selling Shareholders represent and warrant to Buyer as follows:
5.1 Corporate Compliance; Authorization
a. Compliance. The Corporation is duly and validly in existence and
are in good standing in the State of Nevada and Delaware. To the best
knowledge of the Selling Shareholders, 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 contract, agreement,
judgment, decree, order, statute, rule or regulation applicable to or binding
upon the Corporation, the breach or default of which would have a material
adverse affect on either of the Corporation's business or financial
condition.
b. Authorization. The Selling Shareholders are the sole
shareholders of the Corporation and have all requisite power and authority to
execute, deliver and perform their respective obligations under this
Agreement, and all corporate action on the part of the Corporation, its
officers and directors, necessary for the sale and transfer of the Stock has
been taken. This Agreement, the Certificate of Incorporation of the
Corporation, 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 principles relating to or affecting the enforcement of creditors'
rights in general and by general principles of equity. The execution,
delivery and compliance with the performance by the Corporation of this
Agreement do not and will not (1) conflict with or result in a breach of the
terms, conditions and provisions of any contractual obligation,
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(2) result in the creation of any material lien, security interest, charge or
encumbrance upon the Stock or assets of the Corporation.
5.2 Absence of Litigation. In good faith and to the best of the knowledge of
Selling Shareholders, after due inquiry and investigation, 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.
5.3 Tax Returns and Payments. In good faith and to the best knowledge of
Selling Shareholders, 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.
5.4 Material Licenses, Agreements and Related Party Agreements.
To the Best knowledge of Selling Shareholders:
Schedule 5.4 hereto identifies each Material Contract of the Corporation (the
"Contracts"). All Contracts are in writing. Selling Shareholders have
delivered to Buyer accurate and complete copies of all Contracts identified
in Exhibit B, including all amendments thereto; each Contract is valid and in
full force and effect, and is enforceable by the Corporation in accordance
with its terms;
(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
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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;
(3) The Corporation has not waived any of its rights under any
Contract.
Schedule 5.4:
(1) The Corporation has never guaranteed or otherwise agreed to
cause, insure or become liable for, and has never pledged any of their
respective 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.
The performance of the Contracts will not result in any violation of or
failure to comply with any legal requirement; except as identified in
Schedule 5.4 , no person is materially renegotiating, or has the contractual
right to materially renegotiate, any amount paid or payable to either
Corporation under any Contract or any other term or provision of any
Contract;
(3). the Contracts identified in Schedule 5.4 constitute all of the
Contracts necessary to enable the Corporation to conduct its businesses in
the manner in which such businesses are currently being conducted and in the
manner in which such businesses are proposed to be conducted;
except as set forth in Schedule 5.4: (i) the Contracts, including but not
limited to those described in Exhibit B, are legally valid, binding and
enforceable agreements of the Corporation, except as enforceability may be
limited by bankruptcy and other similar laws affecting
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creditors rights, and the other parties thereto; the Corporation is not and
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 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 B are obtained; (ii) the Corporations
has fulfilled all obligations required pursuant to each Contract to have been
performed by them, and the Selling Shareholders 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, plus expenses incurred by them on
that Contract, will not exceed the total Contract price.
5.5 Material Change. Since March 1, 2007, there has not occurred:
a. Any material adverse change in the assets, liabilities, business,
prospects, condition (financial or otherwise), or operating results of either
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
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e. Any declaration or payment of any dividends or distribution to
the Selling Shareholders 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.
5.6 Leases. Neither Corporation has any right, title or interest in, or any
obligation or duty relating to, any real estate or real property, except for
its interest as a tenant, lessee, subtenant or sub lessee under the lease for
the Corporation's principal place of business, 2688 S. Rainbow Blvd St.D Las
Vegas, NV 89146-5196 (the "Leased Premises") and an office in Kansas,
attached as Exhibit B hereto (the "Lease").
a. (1) Corporation has delivered to Buyer true and complete copies
of the Lease, all amendments and supplements thereto and all such non-
disturbance agreements, if any; (2) Corporation is the holder of the lessee's
interest, as applicable, in the Lease and Corporation has not assigned any
Lease or any interest therein or subleased any portion of the Leased
Premises; (3) the Lease is in full force and effect; (4) Corporation is not
and, to the best of the knowledge of the Corporation and each Selling
shareholder, the landlord under the Lease is not in default under the Lease,
and no event has occurred which, with the giving of notice or passage of time
or both, would constitute a default by Corporation or, to the best of the
knowledge of the Selling Shareholders, the landlord under the Lease; and (5)
neither the execution or performance of this Agreement, with the consent of
the landlord, in a form reasonably acceptable to landlord and Buyer, will
result in a breach of or constitute a default under any of the Leases.
b. The buildings and improvements situated on and comprising part of
the Leased Premises, and all heating and air conditioning equipment and all
plumbing, electrical and other mechanical facilities which are part of, or
which service, such Leased Premises are, to the best of the knowledge of the
Selling Shareholders, in good operating condition and repair and do not
require any repairs other than routine maintenance, and with respect to the
roof, free from leaks.
c. To the best of Selling Shareholders' knowledge, the Corporation
has not received any notice of
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any condemnation proceeding or any other proceeding in the nature of eminent
domain (a "Taking") in connection with any of the Real Properties, and to
Corporation's knowledge no Taking has been threatened.
d. All essential utilities (including water, sewer, gas, electricity
and telephone service) are available to the Leased Premises.
5.7 Title to Assets. The Corporation owns, free and clear of encumbrances:
a. All assets reflected on the December 31, 2006 Unaudited Interim
Balance Sheets (except for inventory sold by the Corporation since December
31st 2006, in the ordinary course of business);
b. All assets acquired by the Corporation since December 31, 2006
(except for inventory sold by the Corporation since December 31, 2006 in the
Ordinary Course of Business);
c. All assets that constitute the Corporation's rights and
privileges under ARC Agency Code Number xxxxxxx; and
d. All other assets reflected in the Corporation's books and records
as being owned by the Corporation.
5.8 Equipment, etc.
a. Exhibit C hereto lists each 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, and 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
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with its age and intended use (ordinary wear and tear excepted);
(2) Complies in all material respects and, to the Selling
Shareholders' 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.
5.9 Liabilities. the Corporation will list any claims, demands, liens, loan
agreements or contracts, covenants, promises, suits, actions or cross-
actions, causes of action, obligations, controversies, disputes, costs, fees,
losses, damages (both compensatory and exemplary or punitive), judgments,
orders, wrongful acts, and trade and vendors liabilities.
6.00 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 Sec 5 of the Securities Act, or prevent the Corporation from
utilizing the provisions of Sec 4(2) or Regulation D of the Securities Act or
any applicable state securities law exemption from qualification.
7.0 Fees, Commissions and Expenses. The Selling Shareholders and the Buyer
have made no agreements or arrangements for brokerage commissions, finders'
fees or similar compensation in connection with the transactions
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contemplated by this Agreement based on any arrangement or agreement binding
upon the Corporation.
8.0 Validity of Issuance. The Stock to be purchased and sold pursuant to
this Agreement, and delivered, will 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 Selling Shareholders and, assuming the accuracy and
completeness of the Buyer's and the Corporation's and Selling Shareholders'
representations hereunder, will have been issued in compliance with all the
applicable state and federal securities laws.
9.0 Disclosure. Neither this Agreement, nor any of the schedules,
attachments, exhibits, written statements, documents, certificates or other
materials prepared or supplied by the Selling Shareholders 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.
10. Private Offering. The offer to sell the Stock was directly communicated
to the Buyer by the Selling Shareholders. At no time did the Selling
Shareholders present to Buyer or any other person, 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 Selling Shareholders invite Buyer or any other to
attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.
11. Buyer Representation. The Selling Shareholders have a reasonable basis
to believe that representations and warranties of Buyer set forth in this
Agreement are true and accurate.
a. Access to Data. The Selling Shareholders have had an opportunity
to discuss the Buyer'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. Selling Shareholders
acknowledge that the Buyer or any agent thereof has made no representation or
warranties, oral and written, except as set forth in this Agreement. Selling
Shareholders have availed themselves fully of all publicly
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available information on Buyer, including records available on EDGAR.
12. Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Selling Shareholders as follows: that the statements
contained in this Section 5 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 5), 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 5.
13. Organization of the Buyer. The Buyer is a corporation duly organized
and incorporated under the laws of the state of Nevada, validly existing, and
in good standing under the laws of the jurisdiction of its incorporation,
14. Authorization of Transaction. The Buyer has full power and 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 hereunder.
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.
15. Capitalization of Buyer. As of the 3/1/07 the authorized capital stock
of Buyer consists of 1 Billion common shares and 50 Million Preferred shares,
of which 15.5 Million common shares and 755,000 Preferred are validly issued
and outstanding; all are fully paid and nonassessable.
16. Authorization of the Sale The officers of Buyer who sign this agreement
have the requisite capacity, power, and authority to do so. The signing and
delivery of this Agreement and all related documents, by Buyer through its
officers, and the performance of this agreement (i) does not violate any
contract to which Buyer is a party; or (ii) violate any provisions of Buyer's
Articles of Association, or any of Buyer's other governing documents or
corporate documents.
17. Binding Nature and Enforceability of Agreement Assuming that this
Agreement is binding upon and enforceable
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against all other parties, this Agreement, the stock of the Corporation, and
all other documents that are signed by Buyer and delivered at the Closing,
are legally binding upon, and enforceable against the Selling Shareholders.
18. Consents No authorization of, or registration or filing with, any court,
Government, Entity, or person is required in connection with the signing,
delivery or performance by Buyer of this Agreement, any exhibit, or any other
agreement or document to be delivered by or on behalf of Buyer in connection
with the Transaction of this Agreement ("The Transaction")
19. Brokers and Finders No Broker, Finder or other person or entity acting
in a similar capacity (i) has acted on behalf of Buyer in bringing about this
transaction, (ii) has rendered any services with respect to the Transaction,
or (iii) has been involved in any way, with this transaction.
20. Termination. This Agreement may be terminated at any time prior to the
Closing Date:
(1) By the written agreement of the Selling Shareholders and the
Buyer;
(2) By either Party 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 March 30th 2007, unless such date shall be extended by
the written consent of Buyer;
(3) By either Party by written notice to the other parties if (i) the
representations and warranties of the other Party 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 March 30th 2007.
(4)In the event of the termination of this Agreement pursuant to Section
4, 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,
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representatives, attorney's advisers, or stockholders, and except for any
liability resulting from such party's breach of this Agreement.
21. 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 with the 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.
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d. 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 Selling Shareholders and
Buyer with regard to the subjects hereof and thereof.
e. Amendments and Modifications. This Agreement may not be amended
or modified other than by an agreement in writing signed by all of the
parties.
f. 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.
g. Statutory References. A reference in this Agreement to a statute
or statutory provision shall mean such statute or statutory provision as it
has been amended through the date as of which the particular Agreement
provision is to take effect, or to any successor statute or statutory
provision relating to the same subject as the statutory provision referred to
in this Agreement, and to any then applicable rules or regulations
promulgated thereunder.
h. Waiver of Jury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST
EITHER OF THEM RELATING TO THIS AGREEMENT. BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX TRANSACTIONS ARE MORE QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, THE PARTIES PREFER, BASED ON
THE ADVICE OF THEIR COUNSEL, THAT ANY DISPUTE BE RESOLVED BY A JUDGE APPLYING
APPLICABLE LAW.
i. Jurisdiction; Service of Process. Any action or proceeding
seeking to enforce any provision of, or based on any right
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arising out of, this Agreement may shall be brought against any of the
parties only in the courts of the State of Florida, County of Dade, or, if it
has or can acquire the necessary jurisdiction, in the United States District
Court for the Southern District of Florida, and each of the parties consents
to the exclusive jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and irrevocably waives any
objection to venue made therein. Process in any action or proceeding referred
to in the preceding sentence may be served on any party anywhere in the
world. The provisions of this Section shall also apply to any actions
involving directors, officers, Buyers, or controlling persons and affiliates
of Buyer brought by or against them in their respective capacities as such.
j. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
Accordingly, it is agreed that the parties shall be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any court
of the United States located in the State of Florida or in any Florida state
court, this being in addition to any other remedy to which they are entitled
at law or in equity.
In addition, each of the parties hereto (a) consents to the personal
jurisdiction of any federal court located in the State of Florida or of any
Florida state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, and (c) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a federal or state
court sitting in the State of Florida.
k. Recovery of Fees by Prevailing Party. In the event of a lawsuit
to enforce or interpret the provisions of this Agreement, the prevailing
party shall pay the other party reasonable attorneys' fees and other costs
and expenses including expert witness fees in such amount as the court shall
determine. In addition, such non-prevailing party shall pay reasonable
attorneys' fees incurred by the prevailing party in enforcing,
or on appeal from, a judgment in favor of the prevailing party. The preceding
sentence is intended by the parties hereto to be
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severable from the other provisions of this Agreement and to survive and not
be merged into such judgment.
l. Time of the Essence. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.
m. Confidentiality; Publicity. The Selling Shareholders and Buyer
acknowledge that the transaction described herein is of a confidential nature
and shall not be disclosed prior to the Closing except to consultants,
attorneys and advisors, or as required by law. The Selling Shareholders and
Buyer shall not make any public disclosure of the terms of this Agreement
prior to the Closing, except as required by law, such requirement to
substantiated by a written opinion of counsel.
n. Construction. The construction of this Agreement shall not take
into consideration the party who drafted or whose representatives drafted any
portion of this Agreement, and no canon of construction shall be applied that
resolves ambiguities against the drafter of a document. The parties
acknowledge that competent counsel that each has chosen to represent such
party and each party has had a full opportunity to comment upon and negotiate
the terms of this Agreement advised them.
The language used in this Agreement shall be deemed to be the language chosen
by the parties hereto to express their mutual intent as a result of arm's
length bargaining.
o. Finder's Fee and Broker's Fees. The Selling Shareholders and
Buyer hereto represent and warrant that they have retained no finder or
broker in connection with the transactions by this Agreement, and hereby
agrees to indemnify and to hold the other harmless from any liability for any
finder's or broker's fee to any broker or other person or firm (and the cost
and expenses of defending against such liability or asserted liability) for
which such indemnifying person, or any of its employees or representatives,
are responsible.
p. Titles and Subtitles. The titles of the Sections and
subsections of this Agreement are for the convenience of reference only and
are not to be considered in construing this Agreement.
q. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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r. 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.
"SELLING SHAREHOLDERS"
/s/ Bill Kerby
William Kerby
By: Extraordinary Vacations USA
Inc.
/s/ Bill Kerby, CEO
"BUYER"
INVICTA GROUP INC.
/s/ William Forhan
William Forhan, CEO.
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Stock Purchase Agreement
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EXHIBIT A
List the following information
Furniture, equipment and fixtures.
Security deposits
Computer contracts
Liabilities: Aging of Travel suppliers; Trade, all other liabilities
Payroll roster of employees
Customer list name and addresses
Seller's accounts receivable
Material changes in company in 2007
Consent of landlord for lease
Information on computer contracts
Verification of ARC bond
Copies of airline contracts, and hotel contracts
Preferred Supplier Contracts
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Stock Purchase Agreement
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EXHIBIT B
(Lease)
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Stock Purchase Agreement
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EXHIBIT C
(Capital equipment and depreciation schedule)
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