Viva International, Inc. / Adventure Group Holdings Corp.
Contract Number VAC18062004-1
THIS AGREEMENT ("AGREEMENT") is entered in this 22 day of July, 2004, by
and between;
Viva International, Inc. (VIVA), a Delaware corporation, formed under the laws
of Delaware and Porto Rico, publicly traded on the OTC-BB, Ticker VIVI, having
Corporate offices at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 0, Xxxxxxxx Xxxx, Xxxxxxxx
00000, IRS # 03664823, hereafter the SELLER,
AND:
Adventure Group Holdings Corporation (AGH), a Florida corporation, formed under
the laws of Florida, having offices at 0000 Xxxxxx Xxxxxxxxx Xxxxx 000, Xxxxxxx,
Xxxxxxx 00000, IRS #201203881, hereafter PURCHASER.
WHEREAS;
The SELLER is the owner and in control of CT Industries Inc. presently a wholly
owned subsidiary of the SELLER, formed under the laws of Delaware, with offices
at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 0, Xxxxxxxx Xxxx, Xxxxxxxx 00000, IRS ID. ___
(To be supplied before closing) _____ hereafter CTI, the object of this
AGREEMENT.
CTI presently has outstanding and issued approximately 4,000,000 shares of
common stock of which the following number of shares have been issued to:
Viva International, Inc. (held in the name of Xxxxx Group, Inc., a
subsidiary of Viva International, Inc.) all outstanding shares of CTI.
THERE ARE NO OTHER OUTSTANDING SHARES
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The PURCHASER having operations in Orlando, Florida and in seeking to raise
additional development funds has approached the SELLER through a Letter of
Intent, to sell CTI to the PURCHASER. The PURCHASER'S purpose of the acquisition
is to merge and absorb CTI into AGH, thus providing the opportunity to apply and
register with the Securities and Exchange Commission that which is necessary to
convert AGH into a publicly traded company.
The SELLER, seeking to raise shareholder value by divesting itself of a non-core
operation with debt and which is a stagnant wholly owned affiliate, is willing
to sell CTI to the PURCHASER.
WHEREAS;
The Stockholders of the SELLER and CTI believe it to be to their advantage, and
to the advantage of all of the Stockholders of CTI, to sell and transfer all
property of CTI to AGH, thus merging any business that maybe carried on by CTI
into the business of AGH. The Stockholders of the PURCHASER believe it to be to
their advantage to purchase CTI and merge the business now carried on by CTI in
the business of AGH. PURCHASER having completed their due diligence and
received, acknowledged, and accepted an attorney's opinion does agree to go
forward.
THEREFOR;
AS THE PURCHASER DOES AGREE TO PURCHASE CTI AND THE SELLER DOES AGREE TO
SELL CTI, THE SAID AGREEMENT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH BELOW;
Section 1. Terms
1.1 Purchase Terms.
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Subject to the conditions and terms set forth herein, the PURCHASER does
assume, guarantee and accepts, without reservation of any type, all debt
now of record arising prior to this AGREEMENT, per Exhibit G, and any and
all claims, debts, and or encumbrances arising in conjunction with this
AGREEMENT.
PURCHASER agrees to assume all costs, legal fees, registration,
professional, accounting fees, stock transfer fees, filing fees, and levies
whatsoever associated with bringing CTI current and in "good standing" and
any such through the process of becoming a publicly traded company.
PURCHASER relieves and agrees to hold harmless the SELLER from any and all
liability, responsibility, claims, costs fees, and accountability of any
and all types and for any and all such that maybe attributable to
effectuate compliance with this agreement. SELLER agrees to transfer,
assign, and sell all its rights, claims, and ownership of CTI, with the
exception of any and all rights to any claims of funds, income, and or
royalties, arising out of patents, trademarks, service marks, trade names,
licenses, right of actions and or process together with any potential
income and or royalties arising from such. Said royalties, patents,
trademarks, licenses, right of actions, and or process shall remain the
property of SELLER.
1.2 Purchase Price.
The PURCHASER and the SELLER agree the purchase price of CTI shall be:
A. the total assumption of all liabilities by the PURCHASER and:
B. the issue of one share of PURCHASER'S stock to all shareholders of
record of SELLER as of 30 days from the date of this AGREEMENT, in
exchange for each and every share of CTI stock issued and outstanding.
1.3 Payment of Purchase Price.
The purchase price shall be considered paid to the SELLER upon completion
of each and all the actions, and in the order and or simultaneously, as
follows:
A. Retaining of and the completed filings, including all fees and cost, a
United States Security and Exchange attorney, necessary to bring
PURCHASER through the process of and including the completing the
security industry's standard listing as a publicly traded stock.
B. Retaining of and the completed filing, including all fees and cost, a
licenses certified public accountant, necessary to bring PURCHASER
through the process of and including the completing the security
industry's standard listing as a publicly traded stock.
C. Retaining of and the completed filings, including all fees and cost, a
transfer agent, necessary to bring PURCHASER through the process of
and including the completing the security industry's standard listing
as a publicly traded company.
D. The completed issue and transfer of PURCHASER'S stock one for one
ratio to the SELLERR'S shareholders of record per paragraph 1.2, B.
E. CLOSING SHALL BE ON OR BEFORE, ninety (90) calendar days from the date
of this agreement.
Section 2. Representations
As a material inducement to the PURCHASER to enter into the AGREEMENT and
purchase CTI, the SELLER and CTI, jointly and severally, represent and warrant
that:
2.1 Organization and Corporate Powers.
CTI is a corporation duly incorporated and validly exists under the laws of the
State of Delaware as evidenced by Exhibit A, and CTI is qualified to do business
in every jurisdiction in which its ownership of property or conduct of business
requires it to be qualified. The copies of the Corporation's articles of
incorporation, bylaws, and books and records or copies thereof have been or will
be furnished to the PURCHASER on or before the closing and such copies thereof
reflect all amendments made thereto at any time prior to the date of this
agreement and such copies are correct and complete.
2.2 Capital Stock and Related Matters.
The PURCHASER understands and the SELLER represents that the stock shares of CTI
and any and all stock shares to be purchased of CTI have not been registered
under Securities Act of 1933 ("1933Act") or under any state security laws.
2.3 No Undisclosed Liabilities.
The SELLER and the PURCHASER agree, acknowledge, and accept that there are no
undisclosed liabilities of CTI to the best of the SELLER's knowledge.
As a material inducement to the SELLER to enter into AGREEMENT and sell
CTI, the PURCHASER represents and warrants that:
2.4 Corporation.
AGH is a corporation duly incorporated under the laws of the State of Florida
and AGH is qualified to do business in every jurisdiction in which its ownership
of property or conduct of business requires it to qualify.
2.5 Corporate Powers.
The PURCHASER has all requisite corporate powers and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, carry on its business as now conducted, and enter into and execute
this AGREEMENT.
Section 3. Subsidiaries
Except as evidenced in Exhibit I, CTI has no, nor has had any, subsidiaries or
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affiliated companies during the period prior to this AGREEMENT while a
subsidiary of the SELLER, and does not otherwise own or control, directly or
indirectly, any equity interest in any corporation or entity that has not been
disclosed in this agreement.
Section 4. Conduct of Business; Liabilities
Except as set forth in Exhibits G, CTI is not in default under, and no condition
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exist that with notice or lapse of time would constitute a default of CTI under;
a. any mortgage, loan agreement written or oral, evidence of
indebtedness or other instrument evidencing borrowed money to which CTI is
a party or by which CTI is bound or;
b. any judgment, order or injunction of any court, arbitrator or government
agency that would reasonably be expected to affect materially and adversely
the business, financial condition or results of operations of CTI taken as
a whole.
c. SELLER shall not be liable, be responsible and or held accountable for any
of the liabilities or responsibilities whatsoever of CTI incurred or
accrued prior to, and or after, the execution date and time of this
AGREEMENT, unless such liability is expressly agreed to be assumed by
SELLER in Exhibit K.
d. PURCHASER hereby agrees to accept all responsibilities, and be
held accountable for any of the liabilities or responsibilities
whatsoever of CTI incurred or accrued prior to the execution date and
time of this agreement release, indemnify, and hold harmless SELLER,
its agents, officers, directors, attorneys, affiliates, subsidiaries,
heirs and assigns, from any and all such liability or claims
whatsoever, which were incurred, accrued, and or arise prior to, out
of, and or after, the execution date and time of this AGREEMENT.
Section 5. Financial Statements
1. SELLER has or will provide PURCHASER on or before the closing, their
audited unconsolidated financial statements for the year 2003-2004,
Exhibit L, which includes CTI.
2. Before 31st of August 2004 SELLER shall provide PURCHASER unaudited
financial statements of CTI for the year 2004 to date.
Section 6. Title and Related Matters
Except as set forth in Exhibit M, CTI has good and marketable title to all of
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its property, real or personal. And other assets included in the Financial
Statement, free and clear of all security interest, mortgages, liens, pledges,
charges, claims or encumbrances of any kind or character.
Section 7. Litigation
Except as set forth in Exhibit G, to the best of the SELLER's knowledge there
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are no material actions, suits, proceedings, orders, investigations or claims
pending or overtly threatened against CTI or its property of either, at law or
in equity, or before or by any governmental department, commission, board,
bureau, agency or instrumentality. CTI is not subject to any arbitration
proceedings under collective bargaining agreements or otherwise or, to the best
of SELLER'S knowledge, any government investigations or inquires: and to the
best of SELELR'S directors, and responsible officers of CTI, there is no basis
for any of the foregoing.
Section 8. Tax Matters
Except as set forth in Exhibit G,
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a. SELLER has prepared in a substantially correct manner and have filed all
tax returns and reports heretofore required to be filed by them and paid
all taxes shown as due thereon;
b. no taxing authority has asserted any deficiency in the payment of any tax
or informed SELLER that it intends to assert any such deficiency or to make
any audit or other investigation of CTI for the purpose of determining
whether such a deficiency should be asserted against CTI.
Section 9. Compliance with Laws
To the best of SELLER'S knowledge, CTI is, in the conduct of business, in
substantial compliance with all laws, statutes, ordinances, regulations, orders,
judgments or decrees applicable to them, the enforcement of which, if CTI was
not in compliance therewith, would have a materially adverse effect on the
business of CTI, taken as a whole. Neither SELLER nor CTI have received any
notice of any asserted present or past failure by CTI to comply with such laws,
statutes, ordinances, regulations, orders, judgments or decrees.
Section 10. Employment and Labor Related Matters
Except as set forth in Exhibit N, or as provided in this agreement, to SELLOR'S
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knowledge, no employee of CTI is in violation of any material term of any
employment contract, or any other contract or agreement relating to the
relationship of such employee with CTI or any other party because of the nature
of the business conducted or to be conducted by CTI. Each employee of CTI with
access to confidential or proprietary information has executed, or in the
ordinary course of business will execute, a proprietary information agreement
obligating such employee to hold confidential CTI's proprietary information. CTI
has in all material respects complied with all applicable US Laws relating to
employment.
Section 11. Agreements and Commitments
Exhibit O, contains a complete and accurate list of each agreement, contract,
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instrument and commitment to which CTI is a party that provides for payment in
excess of three thousand US dollars, (US$3,000.00), per year or whose term is in
excess of one year and is not cancelable upon thirty, (30), days notice without
liability, penalty, or premium, other than normal cancellation fee or charge.
Section 12. Personnel
Exhibit P sets forth a true and complete list of names, title, and current
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salaries of all officers of CTI; the names of all directors of CTI; the wage
rates, (or range ), for each class of exempt and nonexempt, salaried and hourly
employees of CTI; all scheduled or contemplated increases in compensation or
bonuses; and all scheduled or contemplated promotions.
Section 13. Intellectual Property
CTI owns or has the right to use free and clear of all liens, charges, claims
and restrictions, those patents, trademarks, service marks, trade names,
copyrights, licenses and other intellectual property rights necessary to comply
with this AGREEMENT. To the knowledge of SELLER or CTI, CTI has not infringed
upon, nor is it infringing upon, any patent, trademark, service xxxx, and trade
name, copyright or other intellectual property of any third party nor is SELLER
and CTI aware of any violation by third party of such.
Section 14. Benefit Plans
Except as listed in Exhibit Q, CTI does not maintain any retirement or deferred
compensation plan, saving, incentive, stock option or stock purchase plan
unemployment compensation plan, vacation pay, severance pay, bonus or benefit
arrangement, insurance or hospitalization program or any other fringe benefit
arrangement for any employee, consultant, or agent of CTI or SELLER whether
pursuant to a contract, agreement, custom, law, or informal understanding for
which SELLER and CTI may have an ongoing material liability after the execution
of this agreement.
Section 15. Assignment
The Parties agree that no party may assign his interest under this AGREEMENT
without the prior written consent of the other party, which consent will not be
unreasonably withheld. However, each party may, by notice to the other party,
assign its interest under this AGREEMENT to an affiliated company. In the case
of such assignment, the Parties shall remain liable for all their obligations
under this AGREEMENT.
Section 16. Compliance with the laws, rules and regulations to be Preformed
Except as otherwise provided herein, the Parties agree to comply with all
applicable laws, rules and regulations of the United States, Michigan, and the
State of Florida. PURCHASER agrees to file applications for any and all
certificates, permits, licenses, governing authority approvals, and any other
documentation otherwise necessary to meet the Parties' obligations under this
AGREEMENT. PURCHASER and SELLER agree to execute and complete any and all
Exhibits and supply all information necessary to complete this AGREEMENT on or
before closing.
Section 17. Governing law
This AGREEMENT shall be interpreted and governed by and enforced in accordance
with the laws of the State of Florida.
Section18. Dispute resolutions
1. All disputes arising in connection with this AGREEMENT, or any agreement
made in furtherance thereof, except as to matters of urgent interest, shall
be finally settled by arbitration in accordance with the arbitration rules
of the American Arbitration Association.
2. The arbitral tribunal shall be composed of three (3) arbitrators.
3. SELLER shall choose one arbitrator, PURCHASE shall choose one arbitrator,
and the two so chosen shall appoint the third arbitrator. The place of
arbitration shall be Fort Lauderdale, Florida. The arbitral procedure shall
be conducted in the English language.
4. Each party to the arbitration shall bear the cost of their individual
representation regardless of the arbitration decision and award and such
cost shall not be a part of said decision and or award.
5. Each party to the arbitration shall share equally in any cost and fees of
the American Arbitration Association that are assessed per the fee schedule
as published.
Section 19. Severability
Any provision of the AGREEMENT prohibited by applicable law shall be invalid to
the extent of such prohibition unless it is determined by the Parties hereto
that such prohibition invalidates the purpose or intent of this AGREEMENT. The
parties to this AGREEMENT agree to modify and execute any changes necessary to
correct any errors clerical and verbiage which may cloud and or misdirect the
intent of this AGREEMENT.
Section 20. Force Majeure
Neither party hereto shall be responsible for damages caused by the delay or
failure to perform in whole or in part hereunder or noncompliance with any of
the terms hereof when such delay, failure or noncompliance is caused by or
results from acts of God, earth quakes, fires, floods, perils of sea, wars
(declared or undeclared), terrorist acts, strikes, riots or any other causes
beyond the control of the party who is in default or who is unable to comply
with the terms of this AGREEMENT, whether or not similar to those enumerated.
Section 21. Modification
This AGREEMENT may only be modified by an instrument in writing executed by all
the Parties hereto this AGREEMENT.
Section22. Notices
All notices and communications hereunder shall be made to the Parties as
follows:
AGH : (PURCHASER)
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0000 Xxxxxx Xxxx, Xxxxx# 000
Xxxxxxx, Xxxxxxx 00000
VIVA: (SELLER)
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000 Xxxxxxxx Xxxx Xxxxx, Xxxxx #0
Xxxxxxxx Xxxx, Xxxxxxxx 00000
U.S.A.
CTI: (COMPANY)
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000 Xxxxxxxx Xxxx Xxxxx, Xxxxx #0
Xxxxxxxx Xxxx, Xxxxxxxx 00000
U.S.A.
IN WITNESS WHEREOF, the parties do hereby execute this agreement by setting
below their hand and seal, this 22 day of July, 2004.
/s/ K. Xxxxx Xxxx /s/ Xxxx Xxxxx
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K. Xxxxx Xxxx Xxxx Xxxxx
as President and C.E.O. as President and C.E.O
for Adventure Group Holdings Corp. for and on behalf of
Viva International, Inc.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
as President and C.E.O.
for and on behalf of
CT Industries, Inc.
INDEX of EXHIBITS ( presented prior to closing)
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Exhibit A Copy of Certificate of Incorporation and "In Good
Standing" of CT Industries Inc.
Exhibit B Minutes and Resolution of Board of Directors of CT
Industries, Inc., Approval to be Sold.
Exhibit C Minutes and Resolution of Board of Directors of Viva
International, Inc., Approval of Sell.
Exhibit D Letter of Intent to Purchase CT Industries, Inc.
Exhibit E Minutes and Resolution of Board of Directors of
Adventure Group Holdings Corp., Approving Purchase of
CT Industries, Inc
Exhibit F Copy of Stock Certificates, CTI
Exhibit G Accumulated List of ALL Debts and Litigation
Exhibit H Copy of Stock Certificate to be issued by AGI to SELLER'S
Stockholders
Exhibit I Subsidiaries of CTI Exhibit J Names and Address of SEC
attorney, CPA, and Transfer Agent
Exhibit K Liabilities assumed by SELLER
Exhibit M Property Encumbered
Exhibit N Labor and Employment Agreements
Exhibit O Contractual Agreements
Exhibit P Personnel
Exhibit Q Employee Benefit Plans
