ACQUISITION AGREEMENT
AGREEMENT dated August 16, 2002 ("the Agreement"), by, between
and among Integrated Travel Group Inc, a company incorporated
under the laws of the State of Delaware (herein referred to as
"ITG"), of 000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx and
Independent Aviation Limited incorporated under the laws of
England of 00 Xxxxxxxxx Xxxxxx XX0X 0XX (hereinafter referred to
as "IAL ") and Xx0xxx.xxx, Inc. of Xxxxx 0000, Xxx Xxxxxxxxxxx
Xxxxx, Xxx Xxxx (hereinafter referred to as the "SELLERS").
CLOSING shall be August 16, 2002 or such later date as may be
agreed by the parties.
WHEREAS ITG wishes to acquire the whole share capital of IAL and
the shareholders of IAL are willing to sell their equity subject
to the terms and conditions of this agreement and have authorized
the Directors to complete on their behalf.
WHEREAS, there are a total of 100 shares of Ordinary stock, GBP1
par value of, said shares being 100% of the issued and
outstanding Ordinary stock of IAL.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - CLOSING shall as described herein and at
Closing the SELLERS hereby agree to sell, transfer, assign and
convey to ITG and ITG hereby agrees to purchase and acquire
from the SELLERS, a total of 100 shares of Ordinary stock, GBP1
par value of IAL, which equates one hundred percent (100%)
percent of all of IAL 's currently issued and outstanding stock
("the IAL Shares"), in a tax-free stock-for-stock acquisition.
2. Consideration - The Consideration price to be paid by ITG
for the IAL Ordinary Shares shall be 5,675,351 shares of ITG
common stock.
3. Warranties Representations and Covenants of IAL - In order
to induce ITG to enter into this Agreement and to complete the
transaction contemplated hereby, IAL and the Sellers jointly
and severally warrant and represent to ITG that:
(a) Organization and Standing. IAL is a corporation duly
organized, validly existing and in a good standing under the
laws of the United Kingdom, is qualified to do business as a
foreign corporation in every other state or jurisdiction in
which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to
carry on its business as now conducted and to own and operate
its assets, properties and business. Attached hereto as
Exhibit "B" are true and correct copies of IAL 's Certificate
of Incorporation, amendments thereto and all current by-laws of
IAL together with those for any subsidiaries. No changes
thereto will be made in any of the Exhibit "B" documents before
the CLOSING. IAL has no subsidiaries, investments or ownership
interests in any corporation, partnership, joint venture or
other business enterprise.
(b) Capitalization. As of CLOSING, IAL 's entire authorized
equity capital consists of 100 shares of Ordinary stock, GBP1 par
value of which 100 shares of ordinary stock, GBP1 par value are
be issued, fully paid and outstanding. At CLOSING, there will
be no other voting or equity securities authorized or issued,
nor any authorized or issued securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which IAL is
bound, for the issuance of any additional shares of common
stock or any other voting or equity security. The 100 shares
of Ordinary stock at GBP1 par value issued and outstanding IAL
Shares to be transferred to ITG constitute one hundred (100%)
percent of the currently issued and outstanding shares of
Common Stock of IAL, which includes inter-alia, that same
percentage of IAL 's voting power, right to receive dividends,
when, as and if declared and paid, and the right to receive the
proceeds of liquidation attributable to common stock, if any.
(c) Ownership of IAL Shares. As of the date hereof the Shares
to be transferred are free and clear of all liens,
encumbrances, and restrictions whatsoever, except that the IAL
Common Shares so listed have not been registered under the
Securities Act of 1933, as amended (the "33 Act"), or any
applicable State Securities laws. By transfer of the IAL
Shares to ITG pursuant to this Agreement. ITG will thereby
acquire 100% of the outstanding capital stock of IAL, free and
clear of all liens, encumbrances and restrictions of any nature
whatsoever.
(d) Taxes. IAL has filed all federal, state and local income
or other tax returns and reports that it are required to be
filed with all governmental agencies, wherever situate, and has
paid or accrued for payment all taxes as shown on such returns,
such that a failure to file, pay or accrue will not have a
material adverse effect on IAL. IAL's income tax returns have
never been audited by any authority empowered to do so.
(e) Pending Actions. There are no known material leIAL actions,
lawsuits, proceedings or investigations, either administrative
or judicial, pending or threatened, against or affecting IAL.
IAL is not knowingly in material violation of any law, material
ordinance or regulation of any kind whatever.
(f) Government and Regulation. IAL holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit IAL to conduct its current business. All
of such licenses and registrations are in full force and
effect, and there are no proceedings, hearings or other actions
pending that may affect the validity or continuation of any of
them. No approval of any other trade or professional
association or agency of government is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by this Agreement will not, in
and of themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets. IAL has good, marketable title,
without any liens or encumbrances of any nature whatever, to
all of the following, if any; assets, properties and rights of
every type and description, including, without limitation, all
cash on hand and in banks, certificates of deposit, stocks,
bonds, and other securities, good will, customer lists, its
corporate name and all variants thereof, trademarks and trade
names, copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications
therefor, inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts receivable,
fixtures, rights under agreements and leases, franchises, all
rights and claims under insurance policies and other contracts
of whatever nature, rights in funds of whatever nature, books
and records and all other property and rights of every kind and
nature owned or held by IAL as of this date, and will continue
to hold such title on and after the completion of the
transactions contemplated by this Agreement; nor, except in the
ordinary course of its business, has IAL disposed of any such
asset.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors. The shareholders nor any member of their families
have any material interest of any nature whatever in any
supplier, customer, landlord or competitor of IAL.
(i) No Debt Owed by IAL to the shareholders. IAL does not owe
any money, securities, or property to either the shareholders
or any member of their families or to any company controlled by
such a person, directly or indirectly.
(j) Complete Records. All of IAL's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other records
are up-to-date, complete and reflect accurately and fairly the
conduct of its business in all material respects since its date
of incorporation.
(k) No Misleading Statements or Omissions. Neither this
Agreement nor any budget, financial statement, exhibit,
schedule or document attached hereto or presented to ITG in
connection herewith, contains any materially misleading
statement or omits any fact or statement necessary to make the
other statements or facts therein set forth not materially
misleading.
(l) Validity of this Agreement. All corporate and other
proceedings required to be taken by IAL in order to enter into
and carry out this Agreement have been duly and properly taken.
This Agreement has been duly executed by IAL, and constitutes
the valid and binding obligation of each of them, enforceable
in accordance with its terms except to the extent applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or effecting generally the enforcement of
creditors rights. The execution and delivery of this Agreement
and the carrying out of its purposes will not result in the
breach of any of the terms and conditions of, or constitute a
default under or violate, IAL 's Memorandum or Articles of
Association , or any material agreement, lease, mortgage, bond,
indenture, license or other material document or undertaking,
oral or written, to which IAL is a party or is bound or may be
affected, nor will such execution, delivery and carrying out
violate any law, rule or regulation or any order, with
injunction or decree, of any court, regulatory agency or other
governmental body; and the business now conducted by IAL can
continue to be so conducted after completion of the transaction
contemplated hereby, with IAL as a wholly owned subsidiary of
ITG.
(m) Concepts and Approvals: Compliance with Laws. IAL is not
required to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the
consummation of the transactions contemplated by this
Agreement. The business of IAL has been operated in material
compliance with all laws, rules, and regulations applicable to
its business, including, without limitation, those related to
securities matters, trade matters, environmental matters,
public health and safety, and labor and employment.
(n) Access to Books and Records. ITG will have full and free
access to IAL 's books during the course of this transaction
prior to Closing, during regular business hours, on reasonable
notice.
(o) Significant Agreements. IAL is not and will not at
CLOSING be bound by any of the following:
(i) Employment, advisory or consulting contracts.
(ii) Plan providing for employee benefits of any nature.
(iii) Leases in respect of any property or equipment.
(iv) Contracts or commitments for any expenditure.
(v) Guarantees or other liability assumed for any
obligation for a third party.
(vi) Any agreement, contract arrangement or understanding
other in the normal course of business.
4. Warranties, representations and Covenants of ITG. In order to
induce the IAL to enter into this Agreement and to complete the
transaction contemplated hereby, ITG warrant, represent and
covenant to IAL that :
(a) Organization and Standing. ITG is a corporation
duly organized, validly existing and in good standing
under the laws of the State of Delaware, will be
qualified to do business as a foreign corporation in
every other state and jurisdiction in which it operates
to the extent required by the laws of such states or
jurisdictions, and will have full power and authority to
carry on its business as now conducted and to own and
operate its assets, properties and business. ITG has no
subsidiaries or any other investments or ownership
interests in any corporation, partnership, joint venture
or other business enterprise.
(b) Capitalization. ITG's entire authorized equity
capital consists of 25,000,000 shares of voting common
stock, $0.001 par value. Of which 14,333,333 shares of
voting stock is currently outstanding. Prior to closing
ITG will complete a twenty for one reverse split
reducing the issued common stock to 716,666. ITG will
issue 5,675,351 shares for the acquisition of IAL, upon
closing ITG will have issued and outstanding 6,392,017
shares of voting common stock, $0.001 par value and no
shares of preferred stock issued. Upon issuance, all of
the LCG Common Stock will be validly issued, fully paid
and non-assessable. The relative rights and preferences
of ITG's equity securities are set forth on the
Certificate of Incorporation, as amended and ITG's By-
laws (Exhibit "L" hereto). There are no other voting or
equity securities authorized or issued, not any
authorized or issued securities convertible into voting
stock, and no outstanding subscriptions, warrants,
calls, options, rights, commitments or agreements by
which ITG is bound, calling for the issuance of any
additional shares of common stock or any other voting or
equity security. The By-laws of ITG provide that a
simple majority of the shares voting at a stock holders'
meeting at which a quorum is present may elect all of
the directors of LCG. Cumulative voting is not provided
for in the By-Laws or Certificate of Incorporation of
ITG. Accordingly, as of the Closing the 5,675,351
shares being issued to and acquired by the SELLERS will
constitute 88.8% of the outstanding shares of ITG issued
and outstanding which includes, inter alia, that same
percentage of ITG's voting power (subject to the
provisions regarding cumulative rights), right to
receive dividends, when, as and if declared and paid,
and the right to receive the proceeds of liquidation
attributable to common stock, if any.
(c) Ownership of Shares. By ITG's issuance of the ITG
Common Shares to the SELLERS pursuant to this Agreement,
the SELLERS will thereby acquire good, absolute
marketable title thereto, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever,
except by reason of the fact that such ITG shares will
not have been registered under the 33 Act, or any
applicable state securities laws.
(d) Significant Agreements. ITG is not and will not at
CLOSING be bound by any of the following:
(i) Employment, advisory or consulting contracts (except as
described in Exhibit 'H').
(ii) Plan providing for employee benefits of any nature.
(iii) Lease with respect to any property or equipment.
(iv) Contract of commitments for any current expenditure.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person, firm or
organization.
(vi) Contract, agreement, understanding, commitment or
arrangement either than in the normal course of
business, not set forth in the Agreement or an Exhibit
hereto.
(vii) Agreement with any person relating to the dividend,
purchase or sale of securities, that has not been
settled by the delivery of payment of securities when
due, and which remains unsettled upon the date of this
Agreement.
(e) Taxes. ITG has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid all
taxes as shown on such returns. All of such returns are true and
complete. ITG's income tax returns have never been audited by say
authority empowered to do so.
(f)Absence of Liabilities. As of the Closing Date ITG will
have no liabilities of any kind or nature, fixed or contingent,
except for the costs, including legal and accounting fees and
other expenses, in connection with this transaction, for which
ITG agrees to be responsible and to pay in full at or before the
Closing.
(g)No Pending Actions. To the best of management's
knowledge, there are no leIAL actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or
threatened against or affecting ITG. ITG has been in compliance
with, and has not received notice of violation of any law,
ordinance of any kind whatever, including, but not Inc to, the 33
Act, the Rules and Regulations of the SEC, or the Securities Laws
and Regulations of any sale. ITG is not an investment company as
defined in, or otherwise subject to regulation under, the
Investment Company Act of 1940. ITG is not required to file
reports pursuant to either Section 13 or Section 15 (d) of the 34
Act.
(h)Corporate Records. All of ITG's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books
and other records are up-to-date complete and reflect
accurately and fairly the conduct of its business in all
respects since its date of incorporation; all of said
books and records will be made available for inspection
by IAL's authorized representatives prior to CLOSING and
will be delivered to ITG's at the CLOSING.
(i)No Misleading Statements or Omissions. Neither this
agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to IAL in
connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to
make the other statements or facts therein set forth not
materially misleading.
(j)Validity of this Agreement. All corporate and other
proceedings required to be taken by ITG in order to
enter into and to carry out this Agreement will have
been duly and properly taken at or before the CLOSING.
This Agreement has been duly executed by ITG,
constitutes a valid and binding obligation of ITG
enforceable in accordance with its terms. The execution
and delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any of the
terms or conditions of, or constitute a default under or
violate, ITG's Certificate of Incorporation or By-Laws,
or any agreement, lease, mortgage, bond, indenture,
license or other document or undertaking, oral or
written, to which ITG is a party or is bound or may be
affected nor will such execution, delivery and carrying
out violate any law, rule or regulation or any order,
writ, injunction or decree of any court, regulatory
agency or other governmental body.
(k)Consents and Approvals, Compliance with Laws. IAL is
not required to make any filing with, or obtain the
consent or approval of, any person or entity as a
condition to the consummation of the transactions
contemplated by this Agreement. The business of ITG has
been operated in compliance with all laws, rules and
regulations applicable to its business, including,
without limitation, those related to securities matters,
trade matters, environmental matters, public health and
safety, and labor and employment.
(l)Access to Books and Records. IAL will have full and
free access to IAL 's books and records during the
course of this transaction prior to and at the CLOSING
on reasonable notice.
(m)Directors and Shareholders Approval. As of CLOSING,
ITG's Board of Directors and Shareholders, by meeting or
consent shall have properly authorized the matters
described in section 4 herein.
(n)The ITG Shares. All of the ITG Common Shares issued to
SELLERS shall be validly issued, fully-paid non-
assessable shares of ITG Common Stock, with full voting
rights, dividend rights, and right to receive the
proceeds of liquidation, if any, as set forth in ITG's
Certificate of Incorporation.
5. Term Indemnification. All representations, warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery of
this Agreement and payment pursuant thereto.
6. Conditions Precedent to Closing.
(a) The obligations of IAL and the SELLERS under this
Agreement shall be and are subject to fulfillment, prior to or
at the CLOSING, of each of the following conditions:
(i) That ITG's representations and warranties contained
herein shall be true and correct at the time of CLOSING
as if such representations and warranties were made at
such time, and certification confirming the foregoing
will be delivered;
(ii) That ITG shall have performed or complied with all
agreements, terms and conditions required by this
Agreement to be performed or complied with by them prior
to or at the time of the CLOSING;
(iii) That ITG's directors and shareholders, by proper and
sufficient vote taken either by consent or at a meeting
duly and properly convened and held, shall have
properly approved all of the matters required to be
approved by ECGL's directors and shareholders,
respectively;
(iv) That ITG's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and
the transactions contemplated hereby; and
(b) The obligations of ITG under this Agreement shall be and
are subject to fulfillment, prior to or at the CLOSING of each
of the following conditions:
(i) That IAL's representations and warranties contained
herein shall be true and correct at the time of CLOSING
as if such representations and warranties were made at
such time and IAL and the SELLERS shall deliver an
executed certification confirming the foregoing;
(ii) That IAL shall have performed or complied with all
agreements, terms and conditions required by this
Agreement to be performed or complied with by them prior
to or at the time of CLOSING.
(iii) That IAL directors and shareholders, by proper and
sufficient vote taken either by consent or at a meeting
duly and properly convened and held, shall have properly
approved all the matters requiring approval by the
directors and shareholders respectively.
(iv) That IAL's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and
the transactions contemplated hereby.
7. Termination. This Agreement may be terminated at any time
before or at CLOSING, by;
a) The mutual agreement of the parties;
b) Any party if: Any legal proceeding shall have been
instituted or shall be imminently threatening to delay,
restrain or prevent the consummation of this Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.
8. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
9. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral, nor
may this Agreement be modified except in writing and executed by
all of the parties hereto. The failure to insist upon strict
compliance with any of the terms, covenants or conditions of
this Agreement shall not be deemed a waiver or relinquishment
of such rights or power at any other time or times.
10. Prohibited Actions Between the date hereof and the
effective date of the merger, neither Purchaser nor Seller
will, except with the prior written consent of the other:
(a) Issue or sell any stock, bonds, or other corporate
securities;
(b) Incur any obligation or liability (absolute or
contingent), except current liabilities incurred, and obligations
under contracts entered into, other than in the ordinary course
of business;
(c) Discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other than in
the ordinary course of business;
(d) Make any dividend or other payment or distribution to
its shareholders or Purchase or redeem any shares of its capital
stock other than in the ordinary course of business;
(e) Mortgage, pledge, create a security interest in, or
subject to lien or other encumbrance any of its assets, tangible
or intangible other than in the ordinary course of business;
(f) Sell or transfer tangible assets or cancel any debts or
claims except in each case in the ordinary course of business.
(g) Sell, assign, or transfer any trademark, trade name,
patent, or other intangible asset;
(h) Waive any right of any substantial value other than in
the ordinary course of business; or
(i) Enter into any other transaction other than in the
ordinary course of business.
11. Further Instruments. From time to time, as and when
requested by either of the parties or by its successors or
assignee, the other party will execute and deliver, or cause to
be delivered, all such deeds and other instruments; and will
take or cause to be taken such further or other action as the
parties may deem necessary or desirable in order to vest in and
confirm to the purchaser title to and possession of all its
property, rights, privileges, possessions, and franchises and
otherwise to carry out the intent and purposes of this
agreement.
12. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
13. Counterparts This Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an original
and together shall constitute one and the same binding Agreement,
with one counterpart being delivered to each party hereto.
14. Notices. Notices served to any party hereto pursuant to this
Agreement shall be in writing in English and given by First Class
mail or Air mail to the address of the party herein and shall be
deemed to have been served 2 days from date of posting for
national mail 5 days for international mail.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
INTEGRATED TRAVEL GROUP INC
By: ____________________________
____________________________
INDEPENDENT AVIATION LIMITED
By: ____________________________
____________________________
XX0XXX.XXX INC
By: ____________________________
