PURCHASE AGREEMENT
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.
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"Website": means Internet site promoting business of Casino Rated Players
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.
Selling Shareholders represent and warrant to Buyer as follows:
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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:
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Any material adverse change in the assets, prospects, condition (financial or
otherwise), or operating results of Corporation.
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.
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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 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.
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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.
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.
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
30th day September 2005.
"SELLER"
Invicta Group Inc.
_____________________________
Xxxxx Xxxxx
COO
"BUYER"
CASINO PLAYERS INC
_____________________________
Xxxxxxx Xxxxxx
CEO
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