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Exhibit 10.17
FINAL CLOSING MEMORANDUM
THIS FINAL CLOSING MEMORANDUM ("Closing Memorandum") dated June 25, 1999,
June 28, 1999 by and among Satellite Access Systems, Inc. ("SAS"), a Nevada
corporation with a principal address of 000 Xxxxxx Xxxxxx X.X., 00xx Xxxxx, Xx.
Xxxxxxxxxx, XX and Net Command Tech, Inc. ("NCT," f/k/a Corsaire, Inc.), a
Delaware corporation, with an address of 00 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX
00000, and provides as follows, in consideration of the mutual promises,
covenants, and representations contained herein:
WHEREAS, the parties entered into that certain Tax-Free Acquisition Agreement of
April 21, 1999, an Interim Closing Agreement on April 26, 1999 ("Interim
Closing Agreement"), the Addendum to Interim Closing Agreement of May 14, 1999,
the Second Addendum ("Second Addendum") to Interim Closing Agreement of June 2,
1999, and the Third Addendum ("Third Addendum") to the Interim Closing Agreement
of June 10, 1999, and the Fourth Addendum ("Fourth Addendum") of June 18, 1999
(collectively, "Closing Agreements");
WHEREAS, the president of SAS is empowered by the SAS shareholders and
directors to execute this Closing Memorandum on their behalf;
WHEREAS, the parties have satisfactorily completed the due diligence period and
have satisfied all closing conditions and/or waived any unperformed closing
conditions required under the Closing Agreements (except for those conditions
that by their nature survive the Closing Documents, namely payment and
assumption of SAS liabilities, execution of the escrow parameters set forth for
NCT stock in the Second Addendum, and completion of the physical exchange of
NCT stock certificates with the holders of one hundred-percent (100%) of the
issued and outstanding SAS stock);
WHEREAS, NCT has possession of original SAS shares, with stock powers endorsed
to NCT, amounting to eighty-six-percent (86%) of the actual total issued and
outstanding SAS shares;
WHEREAS, NCT has written (SAS shareholder) consents to the acquisition equaling
eighty-six-percent (86%) of the actual total issued and outstanding SAS shares;
and
WHEREAS, to the best of the parties knowledge, the balance (14%) of the shares
constituting one-hundred-percent (100%) of the issued and outstanding SAS
shares endorsed to NCT are forthcoming to NCT;
NOW, THEREFORE, in consideration of the mutual promises contained herein and in
the Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows;
1. PRECEDENCE AND INCORPORATION. This Closing Memorandum forms a part of the
Closing Agreements. The Closing Agreements and this Addendum shall be
considered one document. The terms contained in this Closing Memorandum shall
take precedence over any terms in the Closing Agreements terms that are
inconsistent with this Closing Memorandum. Terms used in this Closing
Memorandum shall have the same meanings as ascribed to them in the Closing
Agreements.
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2. COMPLETION/WAIVER OF FINAL CLOSING REQUIREMENTS. NCT's acquisition of SAS
has been completed. The parties have satisfactorily completed the due diligence
and all conditions of the Closing Agreements and/or hereby waive any unperformed
closing conditions required under the Closing Agreements (except for those
conditions that by their nature survive the Closing Documents, namely the
payment and assumption of SAS liabilities, execution of the escrow parameters
set forth for NCT stock, and the completion of the physical exchange of NCT
stock with the holders of one hundred-percent (100%) of the issued and
outstanding stock of SAS).
3. ISSUANCE AND DISTRIBUTION OF NCT SHARES TO SAS SHAREHOLDERS. Attached as
Exhibit A to this Closing Memorandum is the distribution schedule for NCT
shares to be issued to SAS shareholders and litigation settling parties in
lieu of SAS shares (Aaxico) from the SAS Master Certificate of 2,352,942 shares
prior to the escrow retention of 235,295 NCT shares as required in the Second
Addendum. NCT shares shall be released for delivery to individual SAS
shareholders who have not yet presented their shares for exchange, upon the
delivery of their endorsed SAS shares to NCT.
4. CONTINUATION OF EXISTING SAS EMPLOYMENT AGREEMENTS; EXECUTION OF NCT
EMPLOYMENT AGREEMENTS AND NON-COMPETITION AGREEMENTS. NCT shall assume and
continue the SAS employment agreements in effect on the date of this Closing
Memorandum. Such contract employees shall be bound by all obligations and
conditions of employment attributed to them as employees and now flowing to NCT
as employer under the assigned SAS employment agreement. Employee obligations
and commitments to SAS, contractual or otherwise, with respect to
confidentiality, works-made-for-hire, and inventions shall now inure to the
benefit of NCT and be in favor of NCT starting on the date of the SAS
employment agreements. The parties shall expeditiously finalize and execute NCT
employment agreements and noncompetition agreements.
5. COUNTERPARTS. This Addendum may be executed in counterparts, each of which
shall be deemed an original. All such counterparts together shall constitute
one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
as of the date first written above.
Net Command Tech, Inc. Satellite Access Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx,
President and CEO President
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EXTENSION OF EXECUTION OF FINAL CLOSING MEMORANDUM
THIS EXTENSION OF FINAL CLOSING MEMORANDUM dated June 25, 1999, by and among
Satellite Access Systems, Inc. ("SAS"), a Nevada corporation with a principal
address of 000 Xxxxxx Xxxxxx X.X., 00xx Xxxxx, Xx. Xxxxxxxxxx, XX and Net
Command Tech, Inc. ("NCT," f/k/a Corsaire, Inc.), a Delaware corporation, with a
principal business address of 00 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, and
provides as follows, in consideration of the mutual promises, covenants, and
representations contained herein:
WHEREAS, the parties entered into that certain Interim Closing Agreement of
April 26, 1999, by and among NCT, SAS, the SAS shareholders, and the SAS
directors, the Addendum to Interim Closing Agreement of May 14, 1999,
the Second Addendum ("Second Addendum") to Interim Closing Agreement of June 2,
1999, and the Third Addendum ("Third Addendum") to the Interim Closing Agreement
of June 10, 1999;
WHEREAS, the president of SAS is empowered by the above-named SAS parties to
execute this Addendum;
WHEREAS, the parties are presently operating under the Interim Closing
Agreement, the First Addendum, the Second Addendum, and the Third Addendum. In
the First Addendum, the parties waived the Definitive Closing Agreement, and
agreed to proceed to a final closing memorandum to be executed on or before the
expiration of the due diligence period described in the Interim Closing
Agreement. The parties extended closure of the due diligence period until June
16, 1999 to complete the copyright due diligence, and extended the Final
Closing memorandum to on or before June 28, 1999.
WHEREAS, the parties have agreed to extend the execution date for the Final
Closing Memorandum from June 18, 1999 until June 28, 1999, to enable the
finalization of the stock exchange ratios for SAS shareholders to account for
the liability escrowed NCT shares described in the Second Addendum, and to
finalize other closing matters.
NOW, THEREFORE, in consideration of the mutual promises contained herein and in
the Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows;
1. PRECEDENCE AND INCORPORATION. This Addendum forms a part of the Closing
Agreements. The Closing Agreements and this Addendum shall be considered one
document. The terms contained in this Addendum shall take precedence over any
terms in the Closing Agreements terms that are inconsistent with this Addendum.
Terms used in this Addendum shall have the same meanings as ascribed to them in
the Closing Agreements.
2. EXTENSION OF FINAL CLOSING MEMORANDUM. The Final Closing Memorandum shall be
executed on or before June 28, 1999, to enable finalization of certain closing
matters described in the recitals.
3. COUNTERPARTS. This Addendum may be executed in counterparts, each of which
shall be deemed an original. All such counterparts together shall constitute
one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
as of the date first written above.
Corsaire, Inc. Satellite Access Systems, Inc.
By: By: /s/ Xxxxx X. Xxxxx 6/25/99
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Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx,
President President
