ACQUISITION AGREEMENT
AGREEMENT dated ___ 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"); XXXXXX & CO SRL, a company incorporated under
the laws of Italy, having its registered office at Xxx X. Xxx X,
00 X. Xxxxxxxxxx, Xxxxxxx, Xxxxx (hereinafter referred to as
"XXXXXX"); 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
XXXXXX, representing sixty (60%) percent of the full rights and
ownership of of XXXXXX .
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 XXXXXX;
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 XXXXXX ("the XXXXXX 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 XXXXXX Interest shall be Fifty
Thousand ($50,000.00) US Dollars and 50,000 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 XXXXXX and
XXXXXX PRINCIPALS - In order to induce I.A. EUROPE to enter
into this Agreement and to complete the transaction
contemplated hereby, XXXXXX and its principal executive
officers (hereinafter referred to as "the XXXXXX PRINCIPALS",
jointly and severally warrant and represent to I.A. EUROPE
that:
(a) Organization and Standing. XXXXXX 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 XXXXXX'x Articles of Organization and Incorporation,
amendments thereto and all current\by-laws of XXXXXX.
XXXXXX 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 XXXXXX. Each SELLER warrants and
represents, severally, that as of the date hereof, such
SELLER is the sole owner of the its respective XXXXXX
Interest, free and clear of all liens, encumbrances, and
restrictions whatsoever, except that the XXXXXX Interest.
By SELLERS' transfer of the XXXXXX Interest to I. A. EUROPE
pursuant to this Agreement, I.A. EUROPE will thereby acquire
60% of the outstanding capital stock of XXXXXX, free and
clear of all liens, encumbrances and restrictions of any
nature whatsoever.
(c) Taxes. XXXXXX 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 XXXXXX.
XXXXXX'x 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 XXXXXX, or against the XXXXXX PRINCIPALS that
arrive out of their operation of XXXXXX. XXXXXX 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 XXXXXX or the securities
laws and regulations of any jurisdiction or nation in which
it operates.
(e) Ownership of Assets XXXXXX 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 XXXXXX
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 XXXXXX 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 XXXXXX to XXXXXX PRINCIPALS. XXXXXX
does not owe any money, securities, or property to either
the XXXXXX PRINCIPALS or any member of their families or to
any company controlled by such a person, directly or
indirectly. To the extent that the XXXXXX 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 XXXXXX'x 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
XXXXXX 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 XXXXXX, 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, XXXXXX'x 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 XXXXXX 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 XXXXXX can continue to be so
conducted after completion of the transaction contemplated
hereby, with XXXXXX as a wholly owned subsidiary of I. A.
EUROPE.
(j) Concepts and Approvals: Compliance with Laws. Neither
XXXXXX 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 XXXXXX 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 XXXXXX'x books during the course of
this transaction prior to Closing, during regular business
hours, on reasonable notice.
(l) XXXXXX Financial Statements. Before Closing, XXXXXX'x
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 XXXXXX financial statements will
accurately describe XXXXXX'x financial position as of the
dates thereof. The XXXXXX 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) XXXXXX'x Corporate Summary. XXXXXX'x current Business
Plan, attached hereto, accurately describes XXXXXX'x
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 XXXXXX; 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 XXXXXX 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 XXXXXX 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 XXXXXX 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
XXXXXX and I.A. EUROPE hereby agree, jointly and severally,
to indemnify, defend, and hold harmless I.A. EUROPE and
XXXXXX 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 XXXXXX 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 XXXXXX'x 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 XXXXXX and the
XXXXXX PRINCIPALS shall deliver an executed certification
confirming the foregoing;
(ii)That XXXXXX and XXXXXX 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 XXXXXX and SELLERS shall produce such documents
to evidence their ownership of their respective right and
interest in the XXXXXX 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
XXXXXX'x 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: ____________________________
XXXXXX & CO. SRL
By: ____________________________
