ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is entered into as of
September 6 2000, by and between Jet Vacations International, Inc. a
Florida Corporation, ("JET"), with principal offices at 880 Apollo St.
#243, El Segundo, CA and Jet Vacations Holdings Corporation, whose
shareholders are Mr. Ramy El Batrawi, and Mr Ravi Rao, ("the
Shareholders") of Jet Vacations, Inc., and PSA, Inc., a Nevada
corporation ("PSA") with principal offices at 9800 So. Sepulveda Blvd.
#810, Los Angeles, CA. For good and valuable consideration, the receipt
and adequacy of which the parties acknowledge, JET, the Shareholders
and PSA mutually agree as follows:
1. RECITAL. This Agreement is made with reference to the following recital
of essential facts:
1.1 JET and the Shareholders desire to sell, pursuant to this
Agreement, all of the issued and outstanding shares of JET to
PSA.
1.2 PSA desires to buy, pursuant to this Agreement, all of the
issued and outstanding common stock of JET (the "JET Shares"),
after which, PSA shall own 100% of the issued and outstanding
shares of JET.
2. SALE AND STOCK. Subject to the terms and conditions hereof, the
Shareholders shall sell to PSA, and PSA shall purchase the Shares from
the Shareholders.
3. THE CLOSING OF THE TRANSACTION. On or before October 15, 2000 (the
"Closing"), at the principal offices of PSA, the following conditions
will be met:
3.1 The Shareholders shall: (a) transfer to PSA the stock
certificates for 100 shares of JET, which shall be 100% of the
issued and outstanding shares of JET, and (b) deliver a copy
of the resolution of its board of directors and its
Shareholders approving the transaction, attached hereto as
Exhibit "A," and by this reference made a part hereof.
3.2 PSA shall: (a) deliver to JET the requisite documents
necessary to consummate the provisions of Section 4 below, and
(b) a copy of the resolution of its board of directors
approving the transaction attached hereto as Exhibit "B," and
by this reference made a part hereof.
4. TRANSACTION CONSIDERATION. The shares shall be acquired by PSA from the
Shareholders in exchange for total consideration of Three Million Two Hundred
Seventy Five Thousand and 00/100 Dollars ($3,275,000.00) in shares of PSA Common
Stock, ("the `PSA' Shares"). The "PSA" Shares to be issued at Closing shall be
valued at $5.00 per share for a total of 360,000 shares. The "PSA" Shares shall
be issued pursuant to Rules 144 and 506 of Regulation D promulgated under
Section 4(2) of Act of 1933, as amended, and shall bear a restrictive transfer
legend. All certificates evidencing the "PSA" Shares shall be issued to the
Shareholders, or their designee(s) in share amounts as defined in written
instructions by the Shareholders to PSA delivered not later than Three (3)
business days prior to Closing. In the event PSA proceeds with a Secondary
Public Offering of its Common Shares, PSA will uses its best efforts to provide
Registration Rights for the above references "PSA" Shares.
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5. REPRESENTATIONS AND WARRANTIES OF JET AND THE SHAREHOLDERS. JET and the
Shareholders, jointly and severally, represent and warrant to PSA as
follows:
5.1 JET is a corporation duly organized and validly existing
under, and by virtue of, the laws of the State of Florida and
is in good standing under such laws. JET has all requisite
power and authority, corporate and otherwise, to own and
operate its properties and assets and to carry on its business
as presently conducted and as proposed to be conducted. JET
has not taken any action, adopted any plan, or made any
agreement in respect of any merger, consolidation, sale of all
or substantially all of its assets, reorganization,
recapitalization, dissolution, or liquidation. JET has all
requisite legal or corporate power and authority to execute
and deliver this Agreement and perform its obligations under
the terms of this Agreement. JET is not in violation of its
Articles of Incorporation or its by-laws ant this Agreement
does not conflict with the foregoing or any other agreement.
JET has made and kept books and records and accounts, which,
in reasonable detail, accurately and fairly reflect its
business activities. JET has not engaged in any transaction,
maintained any bank account, or used any corporate funds
except for transactions, bank accounts, and funds which have
been and are reflected in its books and records.
5.2 The authorized capital stock of JET is 50,000,000 shares of
Common Stock of which 100 shares are issued and outstanding.
The JET outstanding shares are owned of record and
beneficially, free and clear of all liens, by the
Shareholders. The JET Shares have been duly authorized and
validly issued and are fully paid and nonassessable and free
of all preemptive and similar rights and other liens. There
are no options, warrants, convertible securities, or other
rights outstanding, or agreements existing, that obligates JET
to issue or sell any capital stock or other security of or
equity interest in JET.
5.3 JET has no subsidiaries, and, other than accounts receivable
and accounts payable existing in the ordinary course of its
business, JET owns no securities of, has no investment in, is
not a creditor of, nor is owed any debt or obligation of any
kind, by any person, except as disclosed and provided to PSA
in written form.
5.4 JET Financial Statements provided to PSA were prepared from
the books and records of JET and fairly represent JET's
financial condition and the results of its operations as of
their respective dates and for the periods then ended. Except
for those liabilities specifically reflected or reserved
against in JET Financial Statements or otherwise disclosed,
JET does not have any direct or indirect indebtedness,
liabilities, claims, losses, damages, deficiencies,
obligations or responsibilities, known or unknown, liquidated
or unliquidated, accrued, absolute, contingent, or otherwise.
5.5 JET has, within the times and in the manner prescribed by law,
filed all required tax returns, reports or similar statements
required to be filed with respect to any taxes including any
information return, claim for refund, amended return or
declaration of estimated tax, and has paid or provided for all
taxes shown thereon to be due and owing by it, and has paid
all deficiencies or other assessments of taxes, interest or
penalties owed by it. JET has delivered to PSA true and
correct copies of all federal, state and local income Tax
Returns of JET for the last two (2) complete fiscal years. JET
is not a party to any tax sharing agreement.
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5.6 JET is not in violation of any law or regulation or under any
order of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality having jurisdiction which would have a
material adverse effect. JET has conducted and is conducting
its business in substantial compliance with the requirements,
standards, criteria and conditions set forth in applicable
federal, state and local statutes, ordinances, permits,
licenses, orders, approvals, variances, rules, regulations,
judgments and decrees and is not in violation of any of the
foregoing which might have a material adverse effect on the
business or assets of JET.
5.7 There are no claims, actions, suits, governmental
investigation, arbitration, legal, administrative or other
proceeding of any nature, pending or, to the knowledge of JET
threatened against or affecting JET or its operations,
properties, assets, financial condition or prospects at law or
in equity, domestic or foreign criminal or civil, or before or
by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality having jurisdiction over JET and no notice of
any claim, action, suit or proceeding, whether pending or
threatened, has been received. There are no judgments, orders,
injunctions, decrees, stipulations or awards against JET.
5.8 JET owns no real property. JET has good and marketable title
to each item of personal property, owned by it free and clear
of all liens. Each item of tangible personal property is in
good operating condition and repair, usable in the ordinary
course of business.
5.9 JET is the true and lawful owner of, or is licensed or
otherwise possesses legally enforceable rights to use, the
registered and unregistered United States or foreign
trademarks, service marks, trade names, patents and copyrights
if any, now held by JET. JET has no obligation to compensate
any person for the use of any of its intellectual property nor
has JET granted to any person any license, option or other
rights to use in any manner any intellectual property, whether
requiring the payment of royalties or not.
5.10 JET has provided PSA or, upon written request, will provide a
list or copies of all agreements, commitments, or instruments
binding JET, including all client contracts, employment
agreements, insurance prices, vender contracts, real and
personal property leases. Each such agreement, provided or
not, to which JET is a party is the valid and binding
obligation of the other contracting party, enforceable in all
material respects in accordance with its terms against the
other contracting party and is in full force and effect. No
other contracting party to any such agreement is now in
material breach thereof, and there is not now, nor has there
been in the 12-month period prior to the date hereof, any
material disputes between either JET and any other party.
Furthermore, such agreements shall not contain any terms
and/or conditions that shall be materially adverse to the
continued operation of the business of JET.
5.11 JET has provided PSA or, upon written request, will provide a
list or copies of every employment agreement, commission
agreement, employee group or executive medical, life, or
disability insurance plan, and each incentive, bonus, profit
sharing, retirement, or severance plan now in effect or any
understanding between JET and any employee concerning the
terms of such employment. JET has delivered to PSA copies of
any JET employee handbook or policy statement, and complete
and correct information concerning JET's employees. All
employees of JET are employees at will and are subject to
immediate termination. As of the date of this Agreement, no
employee of JET has submitted a notice to terminate
employment. JET is not a party to any collective bargaining
agreement or has any material labor relations problems.
Furthermore, such agreements shall not contain any terms
and/or conditions that shall be materially adverse to the
continued operation of the business of JET.
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5.12 No representation or warranty made by JET herein, or in any
agreement, list, or document delivered pursuant to this
Agreement contains any misstatement of any material fact or
omits to state, any material fact necessary to make any
material statement made herein not misleading. Furthermore,
such representations and warranties shall be true and accurate
as of the Closing and that there shall be no material change
in the business methodology of JET between the execution of
this Agreement and the Closing..
5.13 JET and the Shareholders and their respective independent
counsel(s) have been offered, and prior to Closing will have
been offered, every opportunity to ask any questions and make
any inquiry with respect to PSA and this Agreement. JET has
not relied in any manner on any representations or other
written or oral materials furnished to it by PSA. JET is fully
aware that this transaction is being executed upon and within
the representations, warranties and agreements as set forth in
this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF PSA. PSA hereby represents and
warrants to JET as follows:
6.1 PSA is a corporation duly organized and validly existing
under, and by virtue of, the laws of the State of Nevada and
is in good standing under such laws. PSA has all requisite
legal or corporate power and authority to execute and deliver
this Agreement and perform its obligations under the terms of
this Agreement. Delivery of PSA Shares will transfer to the
Shareholders good and marketable title to PSA Shares, free and
clear of any liens. PSA is not in violation of its Certificate
of Incorporation or Bylaws, or in any material respect in
violation of any term or provision of any material agreement
to which it is a party. Neither the execution, delivery, nor
performance of this Agreement have resulted or will result in,
any violation of, or conflict with, or constitute a default
under any of the foregoing corporate documents or agreements.
6.2 Except for the foregoing, PSA makes no representations and
warranties to JET beyond terms and conditions contained in
this agreement.
7. BROKERAGE FEES. Neither PSA, JET, nor the Shareholders have incurred,
or will incur, directly or indirectly, any liability for brokerage or
finders' fees or agents' commissions or any similar charges in
connection with this Agreement or any transaction contemplated hereby.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
9. FURTHER ASSURANCES. Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably
required to consummate the transaction effectuate this Agreement.
10. VENUE AND JURISDICTION. For purposes of venue and jurisdiction, this
Agreement shall be deemed made, and to be performed, in the City of Los
Angeles, California.
11. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one document.
12. TIME OF ESSENCE. Time and strict and punctual performance are of the
essence with respect to each provision of this Agreement.
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13. ATTORNEY'S FEES. In the event any litigation, arbitration, mediation,
or other proceeding ("Proceeding") is initiated by one party against
the other party to enforce, interpret or otherwise obtain relief in
connection with this Agreement, the prevailing party in such Proceeding
shall be entitled to recover from the other party all costs, expenses,
and attorney's fees relating to or arising out of such Proceeding. Any
such judgment or award shall contain a specific provision for the
recovery of all such subsequently incurred costs, expenses, and
attorney's fees.
14. MODIFICATION. This Agreement may be modified only in writing executed
by the parties to this Agreement.
15. PRIOR UNDERSTANDINGS. This Agreement contains the entire agreement
between the parties to this Agreement and is the final expression of
such parties' agreement with respect to the terms included in this
Agreement. This Agreement supersedes all negotiations, stipulations,
understandings, agreements, representations and warranties, if any,
with respect to the transaction contemplated herein which precede or
accompany the execution of this Agreement.
16. PARTIAL INVALIDITY. Each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. If any provision of
this Agreement or the application of such provision to any person or
circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such provision to
persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected by such invalidity or
unenforceability, unless such provision or such application of such
provision is essential to this Agreement.
17. NOTICES. All notices or other communications required or permitted to
be given to a party to this Note shall be in writing and shall be
personally delivered, sent by certified mail, postage prepaid, return
receipt requested, or sent by an overnight express courier service that
provides written confirmation of delivery, to such party at the
following respective address:
"PSA" "JET"
PSA, Inc. Jet Vacations, Inc.
David E. Walsh Mr. Ravi Rao
9800 S. Sepulveda, Suite 810 880 Apollo St. #243
Los Angeles, CA 90045 El Segundo, CA 90245
Fax (310) 258-0509 Fax (310) 265-4434
Each such notice or other communication shall be deemed given,
delivered and received upon its actual receipt, except that if it is sent by
mail in accordance with this Section, then it shall be deemed given, delivered
and received three days after the date such notice or other communication is
deposited with the United States Postal Service in accordance with this Section.
Any party to this Agreement may give a notice of a change of its address to the
party to this Agreement.
18. HEADINGS. The headings of the Section of this Agreement have been
included only for convenience, and shall not be deemed in any manner to
modify or limit any of the provisions of this Agreement, or be used in
any manner in the interpretation of this Agreement.
SIGNATURE PAGE FOLLOWS
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Agreed and Accepted this Fifth day of September, 2000.
"JET"
Jet Vacations, Inc.:
/S/ Ravi Rao
--------------------------------------
Ravi Rao
President
Shareholders:
/S/ Ramy El Batrawi
--------------------------------------
Jet Vacations Holdings Corporation
Ramy El Batrawi
/S/ Ravi Rao
--------------------------------------
Ravi Rao
"PSA"
PSA, Inc.:
/S/ David E. Walsh
-------------------------------------
David E. Walsh
Chairman/CEO
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