ACQUISITION AGREEMENT
AGREEMENT dated 30 day of November, 2001 (the Agreement"),
by, between and among I.A. EUROPE, INC., a company incorporated
under the laws of the state of Delaware (hereinafter "I.A.
EUROPE"); HOLDING NAFTA SRL, a company incorporated under the
laws of Italy, having its registered office at xxx Xxxxxxx 0,
Xxxxxxxx, Xxxxx (hereinafter referred to as "NAFTA"); and the
persons listed on Exhibit A attached hereto and made a part
hereof, (hereinafter referred to as the SELLERS).
WHEREAS, the SELLERS own a total of _______ shares of NAFTA,
representing sixty (60%) percent of the full rights and ownership
of of NAFTA .
WHEREAS, the SELLERS desire to sell and I.A. EUROPE desires
to purchase sixty percent (60%) of the right, title and ownership
of such respective share in NAFTA;
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to I. A. EUROPE and I.A. EUROPE
hereby agrees to purchase and acquire from the SELLERS, a
sixty (60%) percent of the right, title and ownership interest
of NAFTA ("the NAFTA Interest"), in a tax-free stock-for-stock
acquisition.
2. Purchase Price - The aggregate purchase price to be paid
by I. A. EUROPE for the NAFTA Interest shall be Fifty
Thousand ($50,000.00) US Dollars and 1,250,000 newly issued
shares of I.A. EUROPE $.001 par value voting common stock
("the I.A. EUROPE Common Shares"). The I.A. EUROPE Common
Shares will be issued to the individual SELLERS.
3. Warranties Representations and Covenants of NAFTA and
NAFTA PRINCIPALS - In order to induce I.A. EUROPE to enter
into this Agreement and to complete the transaction
contemplated hereby, NAFTA and its principal executive
officers (hereinafter referred to as "the NAFTA PRINCIPALS",
jointly and severally warrant and represent to I.A. EUROPE
that:
(a) Organization and Standing. NAFTA is a corporation duly
organized, validly existing and in a good standing under the
laws of the Italy, is qualified to do business as a foreign
corporation in every other jurisdiction in which it operates
to the extent required by the laws of such 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 are true and correct copies
of NAFTA's Articles of Organization and Incorporation,
amendments thereto and all current\by-laws of NAFTA. NAFTA
has no subsidiaries except as listed or any investments or
ownership interests in any corporation, partnership, joint
venture or other business enterprise which is material to
its business.
(b) Ownership of NAFTA. Each SELLER warrants and
represents, severally, that as of the date hereof, such
SELLER is the sole owner of the its respective NAFTA
Interest, free and clear of all liens, encumbrances, and
restrictions whatsoever, except that the NAFTA Interest. By
SELLERS' transfer of the NAFTA Interest to I.A. EUROPE
pursuant to this Agreement, I.A. EUROPE will thereby acquire
60% of the outstanding capital stock of NAFTA, free and
clear of all liens, encumbrances and restrictions of any
nature whatsoever.
(c) Taxes. NAFTA has filed all federal, provincial and
local income or other tax returns and reports that it is
required to file 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 NAFTA.
NAFTA's income tax returns have never been audited by any
authority empowered to do so.
(d) Pending Actions. There are no known material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against
or affecting NAFTA, or against the NAFTA PRINCIPALS that
arrive out of their operation of NAFTA. NAFTA is not
knowingly in material violation of any law, material
ordinance or regulation of any kind whatever, including, but
not limited to laws, rules and regulations governing the
sale of an ownership interest in NAFTA or the securities
laws and regulations of any jurisdiction or nation in which
it operates.
(e) Ownership of Assets NAFTA 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 NAFTA 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 NAFTA disposed
of any such asset since the date of the most recent balance
sheet described in Section 3 of this Agreement.
(f) No Debt Owed by NAFTA to NAFTA PRINCIPALS. NAFTA
does not owe any money, securities, or property to either
the NAFTA PRINCIPALS or any member of their families or to
any company controlled by such a person, directly or
indirectly. To the extent that the NAFTA PRINCIPLES may
have any undisclosed liability to pay any sum or property to
any such person or equity or any member of their families
such liability is hereby forever irrevocably released and
discharged.
(g) Complete Records. All of NAFTA'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.
(h) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to I.A. EUROPE 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.
(i) Validity of this Agreement. All corporate and other
proceedings required to be taken by the SELLERS and by NAFTA
in order to enter into and carry out this Agreement have
been duly and properly taken. This Agreement has been duly
executed by the SELLERS and by NAFTA, and constitutes the
valid and binding obligation of each of them, enforceable in
accordance with its terms except to the extent Inc by
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,
NAFTA's Articles of Incorporation or By-Laws, or any
material agreement, lease, mortgage, bond, indenture,
license or other material document or undertaking, oral or
written, to which NAFTA or the SELLERS 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 NAFTA can continue to be so conducted after
completion of the transaction contemplated hereby, with
NAFTA as a wholly owned subsidiary of I. A. EUROPE.
(j) Concepts and Approvals: Compliance with Laws. Neither
NAFTA nor the SELLERS are 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 NAFTA 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.
(k) Access to Books and Records. I. A. EUROPE will have
full and free access to NAFTA's books during the course of
this transaction prior to Closing, during regular business
hours, on reasonable notice.
(l) NAFTA Financial Statements. Before Closing, NAFTA's
financial statements as of and for the period from inception
to the end of its latest fiscal quarter, will be provided to
I. A. EUROPE. The NAFTA financial statements will
accurately describe NAFTA's financial position as of the
dates thereof. The NAFTA financial statements will have
been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") (or as
permitted by regulation S-X, S-B, and/or the rules
promulgated under the 33 Act and the 34 Act) and for the
period from inception to the end of its latest fiscal
quarter audited by independent certified public accountants
with SEC experience.
(m) NAFTA's Corporate Summary. NAFTA's current Business
Plan, attached hereto, accurately describes NAFTA's business
assets, proposed operations and management as of the date
thereof; since the date of the Corporate Plan, there has
been no material adverse change in the Business Plan and no
material adverse change in NAFTA; provided that no
warranties or representations are made as to any financial
projections.
4. Warranties, representations and covenants of I.A. EUROPE AND
MANAGEMENT OF I.A. EUROPE ("MANAGEMENT"). In order to
induce the SELLERS and NAFTA to enter into this Agreement
and to complete the transaction contemplated hereby, I.A.
EUROPE AND MANAGEMENT jointly and severally warrant,
represent and covenant to NAFTA and SELLERS that:
(a) Organization and Standing. I.A. EUROPE 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. I.A. EUROPE has no subsidiaries
or any other investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise.
(b) Ownership of Shares. By I.A. EUROPE's issuance of the I.A.
EUROPE 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 I.A. EUROPE shares will not have been
registered under the 33 Act, or any applicable state
securities laws.
(c) No Misleading Statements or Omissions. Neither this
agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to NAFTA 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.
(d) The I. A. EUROPE Shares. All of the I.A. EUROPE Common
Shares issued to SELLERS shall be validly issued, fully-paid
non-assessable shares of I.A. EUROPE Common Stock, with
full voting rights, dividend rights, and right to receive
the proceeds of liquidation, if any, as set forth in I.A.
EUROPE'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. MANAGEMENT for
NAFTA and I.A. EUROPE hereby agree, jointly and severally,
to indemnify, defend, and hold harmless I.A. EUROPE and
NAFTA from and against any damage, loss, liability, or
expense (including without limitation, reasonable expenses
of investigation and reasonable attorney's fees) arising out
of any wilful material misrepresentation of any fact,
warranty, covenant, or agreement made by NAFTA or I.A.
EUROPE in this Agreement.
6. Restricted Shares: Legend. The total amount of the I. A.
EUROPE Common Shares issued to SELLERS hereunder will be
restricted securities as defined in Rule 144 under the 33
Act and each stock certificate issued to SELLERS hereunder,
will bear the usual restrictive legend to such effect.
Appropriate Stop Transfer instructions will be given to
I.A. EUROPE's stock transfer agent.
7. (a) The obligations of I. A. EUROPE and MANAGEMENT under
this Agreement shall be and are subject to fulfillment,
prior to or at the Closing of each of the following
conditions:
(i) That NAFTA's and SELLERS 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 NAFTA and the NAFTA PRINCIPALS
shall deliver an executed certification confirming the
foregoing;
(ii) That NAFTA and NAFTA PRINCIPALS 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; and
(iii) That NAFTA and SELLERS shall produce such documents to
evidence their ownership of their respective right and
interest in the NAFTA which shall be conveyed to I.A.
EUROPE.
8. 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:
(i)
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.
9. Exhibits. All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
10. 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.
11. Closing. The Closing of the transactions contemplated by
this Agreement (Closing) shall take place on or before
November 30, 2001 or on the first business day after the
letter of the approval of SELLERS owning at least 60% of
NAFTA's ownership or the shareholders of I.A. EUROPE
approving this Agreement and the matters referred to in
section 7(a) herein, or such other date as the parties
hereto shall mutually agree upon. At the Closing, all of
the documents and items referred to herein shall be
exchanged.
12. Further Instruments. From time to time, as and when
requested by the either of the parties or by its successors
or assigns, 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.
13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York and the parties select the federal courts within that
jurisdiction as the exclusive forum for the adjudication of
any and all disputes.
14. 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.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the date and year above first written.
I. A. EUROPE
By: ____________________________
HOLDING NAFTA SRL
By: ____________________________
