PURCHASE AGREEMENT
Exhibit
10.13
This
purchase AGREEMENT entered into as of September 30, 2005 by and between
CASINO
PLAYERS INC.,
a
Nevada Corporation (the "Buyer"), and (the “Selling Shareholder”) INVICTA
GROUP INC.
(collectively
the "Corporation"),
WHEREAS,
the
Selling Shareholder, among other things, own a Casino Rep Company Company,
owns
a certain domain name, a database of clients, a website and generated revenues
of $50,000 in 2004.
WHEREAS,
the
Selling Shareholder desires to sell and the Buyer desires to purchase the assets
of the Corporation, upon the terms and conditions hereinafter set forth;
WHEREAS,
Invicta
Group Inc. is the sole shareholder 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 possess in those
assets identified as Domain address xxx.xxxxxxxxxxxxxxxxxx.xxx
and a
database of 7,500 past travelers and a website.
"Buyer”:
means
Casino Players Inc., as set forth in the preface above.
“Closing”:
means
the day the Selling Shareholder and Buyer agree to transfer assets of respective
company.
“Liabilities”:
means
all debt of the Corporation owed to suppliers, customers, employees and inter
company
"Selling
Shareholder":
means
Invicta Group Inc.
“Website”:
means
Internet site promoting business of Casino Rated Players
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| 2. |
Acquisition
of Assets.
On
the Closing Date, Buyer will acquire all of the assets of the Corporation
(the” Acquisition”) on the terms and conditions set forth in this
Agreement.
|
3.
Consideration.
The
purchase price for the assets of the Corporation will be the issuance of 4
Million shares of Casino Players Inc.
4. The
Closing.
(a)
The
Closing shall take place at the offices of Seller no later than September 30,
2005, unless the parties agree in writing to extend the closing date to another
place or time.
(b)
The
following will be delivered by Selling Shareholder and the Corporation at
Closing:
| · |
All
corporate records and minute books of the
Corporations
|
| · |
All
financial and corporate books and records of the Corporations, including
bank account information.
|
| · |
Database
of Travelers
|
| · |
Website
codes
|
(c)
The
following will be delivered by Buyer at Closing:
| · |
Original
Certificate for the 4 Million Shares duly issued to Invicta Group
Inc.
|
| · |
| 5. |
Representation
and Warranties of Selling Shareholders.
|
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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. To
the
best knowledge of the Selling Shareholder, 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 Shareholder is the sole shareholder 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, their officers and directors, necessary for the sale and transfer
of the asset has been taken.
5.2 Absence
of Litigation.
In
good
faith and to the best of the knowledge of Selling Shareholder, 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 Shareholder, 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
Change.
Since
September 15, 2005, there has not occurred:
Any
material adverse change in the assets, prospects, condition (financial or
otherwise), or operating results of Corporation.
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5.5 Title
to Assets.
The
Corporation owns, free and clear of encumbrances of assets.
6.0
Buyer Representation.
The
Selling Shareholder has a reasonable basis to believe that representations
and
warranties of Buyer set forth in this Agreement are true and
accurate.
(a)Limitations
on Resale or Transfer.
Selling
Shareholder understands and acknowledges that their ability to sell any of
the
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 be restricted.
b)
Access
to Data.
The
Selling Shareholder has 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
accept the Stock.
7.
Representations
and Warranties of the Buyer.
The
Buyer represents and warrants to the Shareholder as follows: that the statements
contained in this Agreement are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date.
.
8.0
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,
9.0 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.
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10.
Capitalization
of Buyer.
As of
the 9/15/05 the authorized capital stock of Buyer consists of 200 million common
shares, of which 25.3 Million common shares are validly issued and outstanding
to 11 shareholders; all are fully paid and nonassessable. The Buyers stock
to be
delivered as part of this purchase price will be validly issued, fully paid
and
nonassessable; and the Buyer has the power and authority to issue the
same.
The
total
shares issued after the closing of this transaction will be 29.3 Million and
leaving 170,700,000 in Casino Players Inc treasury.
11.0 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.
12.0 Binding
Nature and Enforceability of Agreement
Assuming
that this Agreement is binding upon and enforceable against all other parties,
this Agreement, the stock of Buyer, and all other documents that are signed
by
Buyer and delivered at the Closing, are legally binding upon, and enforceable
against Buyer.
13.0
Liabilities of the Corporation
on the
Closing Date the Liabilities of the Corporation shall remain liabilities of
and
Selling Shareholder and Buyer shall have no obligation, liability, or
responsibility for the payment thereof.
14.0 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.
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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.
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 Seller 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.
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H Jurisdiction;
Service of Process.
Any
action or proceeding seeking to enforce any provision of, or based on any right
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 Broward, 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.
i 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.
j 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 severable from the
other provisions of this Agreement and to survive and not be merged into such
judgment.
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k 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.
l Confidentiality;
Publicity.
The
Seller 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 Seller 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.
m 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.
n Finder’s
Fee and Broker’s Fees.
The
Sellers and Buyer hereto represent and warrant that they have not retained
a
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.
o 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.
p 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.
q 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 30th
day
September 2005.
“SELLER”
_____________________________
Xxxxx
Xxxxx
COO
“BUYER”
CASINO
PLAYERS INC
______________________________
Xxxxxxx
Xxxxxx
CEO
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