EXHIBIT 10.16
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WORLDWIDE WIRELESS NETWORKS, INC.
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 30th
day of March 2001, by and between WORLDWIDE WIRELESS NETWORKS, INC., a
corporation duly organized and validly existing under the laws of the state of
Nevada (the "Company") and UNIVERSAL BUSINESS INSURANCE, a corporation organized
and existing under the state of Utah with its principal place of business at
6360 S. 0000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (the "Investor" or the
"Holder").
WHEREAS, the Company has authorized fifty million (50,000,000) shares of
capital common stock (the "Common Stock") with a par value of One Cent ($.01)
per share;
WHEREAS, subject to the terms and conditions contained herein the Investor
desires to purchase, and the Company desires to sell, five hundred fifty-three
thousand five hundred eighty two (553,582) shares of Common Stock (the "Shares")
of the Company;
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. SHARE PURCHASE BY THE INVESTOR. Upon execution of this Agreement, the
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Investor irrevocably agrees to purchase, and the Company agrees to sell to
the Investor, five hundred fifty-three thousand five hundred eighty two
(553,582) Shares, subject to and in accordance with this Agreement. Such
Shares, once delivered to the Investor against the payment therefor as set
forth herein, shall be validly issued, fully paid and non-assessable, and
shall be recorded on the books and records of the Company as issued to
UNIVERSAL BUSINESS INSURANCE.
2. CONSIDERATION FOR AND ISSUANCE OF THE SHARES. In full and complete
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consideration for the Shares (the "Purchase Price"), the Investor agrees to
fully pay on behalf of the Company any and all costs and expenses
associated with obtaining Directors' and Officers' insurance meeting the
coverage and other attributes set forth on Schedule A attached hereto,
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including, without limitation, payment of all premiums and finance charges
incurred, for the coverage period beginning March 13, 2001 and ending March
13, 2002, up to an aggregate amount of Sixty Six Thousand Four Hundred
Twenty Nine Dollars and Eighty-Three Cents ($66,429.83). Upon receipt of
this executed Share Purchase Agreement, the registration of the Shares
pursuant to Section 4 of this Agreement, and evidence satisfactory to the
Company that the insurance coverage meeting the minimum specifications set
forth on Schedule A has been obtained on behalf of the Company (and
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as to all persons named on such Schedule A), the Company shall cause the
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Investor to be issued a stock certificate in the manner set forth above,
evidencing the Investor's ownership of the Shares.
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3. ISSUANCE OF ADDITIONAL SHARES. As further consideration for the
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Investor's payment of the Purchase Price, the Company agrees that in the
event the highest bid price recorded for the Company's common stock on July
30, 2001 is less than Ten Cents ($0.10), the Company shall issue an
additional fifty five thousand three hundred fifty eight (55,358) Shares to
the Investor (the "Additional Shares"). If the Company issues Additional
Shares pursuant to this Section 3, the terms and conditions of this
Agreement shall govern the transaction. In the event that such highest bid
price exceeds Ten Cents ($0.10) on July 30, 2001, then the Company shall
have no obligation to issue any Additional Shares.
4. REGISTRATION RIGHTS.
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(a) The Company shall amend its Form SB-2 (#333-57108), as amended and
currently under review by the Securities and Exchange Commission (the
"Registration Statement") to effect the registration and sale of the
Shares for the account of the Holder.
(b) The Company shall furnish to the Holder of Shares a copy of the filed
Registration Statement and each amendment and supplement thereto (in
each case including all exhibits thereto), the prospectus included in
such registration statement(s) (including each preliminary prospectus)
and such other documents as the Holder may reasonably request in order
to facilitate the disposition of the Shares owned by such Holder.
(c) The Company shall use its best efforts to register or qualify such
Shares under such other securities or "Blue Sky Laws" of such
jurisdictions as the Holder may reasonably request, and do any and all
other acts and things which are customarily taken by registrants in
similar situations and which may be reasonably necessary or advisable
to enable such seller to consummate the disposition in such
jurisdictions of the Shares owned by such seller; provided that
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the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph (d), and/or (ii) subject itself to
taxation in any such jurisdiction; and provided, further, that the
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Company shall only be obligated to pay expenses in connection with
qualifying such Shares in no more than five (5) jurisdictions but
shall undertake to register the Shares in such additional
jurisdictions as may be reasonably requested by any Holder, so long as
such Holder shall pay for the expenses of registration in such
additional jurisdictions, including, without limitation, the fees and
expenses of the Company's legal counsel incurred in connection with
any such additional registrations.
(d) the Company shall use its reasonable efforts to cause the Shares
covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to
enable the seller or sellers thereof to consummate the disposition of
such Shares.
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(e) the Company shall promptly and fully respond to any inquiry by or on
behalf of each Holder of Shares at any time when a prospectus relating
thereto is required to be delivered under the Act, concerning the
happening of any event as a result of which the prospectus included in
the Registration Statement contains an untrue statement of a material
fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading (including
a business combination or contemplated business combination as a
result of which the information contained in such prospectus is
required to be amended), and the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Shares, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.
(f) The Company may require each Holder of Shares as to which the
registration is being effected to furnish to the Company such
information regarding such Holder, and/or the proposed method of
distribution of such Shares as the Company may from time to time
reasonably request in writing.
(g) The Holders agree to indemnify and hold harmless the Company, and each
of its directors and officers who shall sign the Registration
Statement, and any person who controls the Company within the meaning
of the Securities Act, with respect to any untrue statement or
omission of a material fact from such Registration Statement, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, if such untrue statement or omission
of a material fact was made in reliance upon and in conformity with
written information furnished to the Company by such Holder or
underwriter specifically for use in the preparation of the
Registration Statement, final prospectus, or amendment or supplement.
(h) Each Holder of Shares that desires to sell and distribute such Shares
over a period of time, or from time to time, at then prevailing market
prices, shall execute and deliver to the Company such written
undertakings as the Company and its counsel may reasonably require in
order to assure full compliance with the relevant provisions of the
Act including, without limitation, Regulation M promulgated
thereunder.
(i) Each Holder of Shares agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section
4(f) hereof, such Holder will forthwith discontinue disposition of
Shares pursuant to the Registration Statement covering such Shares
until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4(f) hereof, and, if so
directed by the Company, such Holder will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the prospectus covering such
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Shares current at the time of receipt of such notice. In the event the
Company shall give any such notice, the Company shall extend the
period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice
pursuant to Section 4(f) hereof to and including the date when each
seller of Shares covered by the Registration Statement shall have
received the copies of the supplemented or amended prospectus
contemplated by Section (4)(f) hereof.
(j) After all or any portion of the Shares have been registered pursuant
to the Registration Statement that is declared effective by the
Commission, each selling Holder agrees that it shall effect, or cause
to be effected, in respect of all Shares of the Company registered for
sale hereunder, and all other shares of the Company owned of record or
beneficially by such Holder, sales of the Company's stock in the
public market within the following limitations only: (i) no more than
10,000 registered Shares shall be sold during any given trading day;
and (ii) no more than 50,000 registered Shares shall be sold during
any given trading week.
(k) Except as otherwise expressly provided herein, all expenses incident
to the Company's performance of or compliance with this Agreement,
including without limitation all registration and filing fees, fees
and expenses of compliance with securities or "Blue Sky Laws"
(including reasonable fees and disbursements of counsel in connection
with "Blue Sky" qualifications of the Shares), printing expenses,
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), to the extent the securities
are listed, the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities exchange
on which similar securities issued by the Company are then listed, and
fees and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any special
audit or "comfort" letters required by or incident to such
performance), securities acts liability insurance (if the Company
elects to obtain such insurance), the reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration and fees and expenses of other Persons retained by the
Company (all such expenses being herein called "Registration
Expenses"), will be borne by the Company. Nothing contained in this
Agreement shall be deemed to require the Company to cause the Shares
to be rated by any rating agency or listed on any securities exchange.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
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represents and warrants to the Investor, as of the date hereof, the
following:
(a) the Company is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has full power and authority to
enter into, execute and perform this Agreement, which Agreement, once
executed by the Company, shall be the valid and binding obligation of
such party, enforceable against such party by any court of competent
jurisdiction in accordance with its terms;
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(b) the individuals signing this Agreement on behalf of the Company are
the duly elected executive officers of the Company so indicated, and
have full power and authority to enter into and execute this Agreement
for and on behalf of the Company;
(c) the Company is not bound by or subject to any contract, agreement,
court order or judgment, administrative ruling, law, regulation or any
other item which prohibits or restricts such party from entering into
and performing this Agreement in accordance with its terms, or
requiring the consent of any third party prior to the entry into or
performance of this Agreement in accordance with its terms by such
party.
6. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor hereby
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represents and warrants to the Company, as of the date hereof, the
following:
(a) the Investor is a corporation duly organized and validly existing
under the laws of the State of Utah, and has full power and authority
to enter into, execute and perform this Agreement, which Agreement,
once executed by the Investor, shall be the valid and binding
obligation of such party, enforceable against such party by any court
of competent jurisdiction in accordance with its terms;
(b) the individuals signing this Agreement on behalf of the Investor are
the duly elected executive officers of the Investor so indicated, and
have full power and authority to enter into and execute this Agreement
for and on behalf of the Investor;
(c) the Investor hereby acknowledges that the Investor has had full access
to material concerning the Company's planned business and operations
and the Company has given the Investor the opportunity to ask any
questions and obtain all additional information desired in order to
verify or supplement such material; and
(d) the Investor is not bound by or subject to any contract, agreement,
court order or judgment, administrative ruling, law, regulation or any
other item which prohibits or restricts such party from entering into
and performing this Agreement in accordance with its terms, or
requiring the consent of any third party prior to the entry into or
performance of this Agreement in accordance with its terms by such
party.
7. MISCELLANEOUS PROVISIONS.
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(a) NOTICES. All notices, requests, demands and other communications to be
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given hereunder shall be in writing and shall be deemed to have been
duly given on the date of personal service or transmission by fax if
such transmission is received during the normal business hours of the
addressee, or on the first business day after sending the same by
overnight courier service or by telegram, or on the third business day
after mailing the same by first class mail, or on the day of receipt
if sent by certified or registered mail, addressed as set forth below,
or at such other address as any party may hereafter indicate by notice
delivered as set forth in this Section 7(a):
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If to the Company: Worldwide Wireless Networks, Inc.
000 Xxx Xxxx Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxxx
President
With a copy (which shall
not constitute notice) to: Xxxxxxxx, August & Xxxxxxxxx LLP
00000 XxxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. August, Esq.
Partner
If to the Investor: Universal Business Insurance
6360 S. 0000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: Xxxxx Xxxxx
(b) BINDING AGREEMENT; ASSIGNMENT. This Agreement shall constitute the
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binding agreement of the parties hereto, enforceable against each of
them in accordance with its terms. This Agreement shall inure to the
benefit of each of the parties hereto, and their respective successors
and permitted assigns; provided, however, that this Agreement may not
be assigned (whether by contract or by operation of law) by the
Investor without the prior written consent of the Company.
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire and final
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agreement and understanding between the parties with respect to the
subject matter hereof and the transactions contemplated hereby, and
supersedes any and all prior oral or written agreements, statements,
representations, warranties or understandings between the parties, all
of which are merged herein and superseded hereby.
(d) WAIVER. No waiver of any provision of this Agreement shall be deemed
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to be or shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making
the waiver.
(e) HEADINGS. The headings provided herein are for convenience only and
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shall have no force or effect upon the construction or interpretation
of any provision hereof.
(f) COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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(g) FURTHER DOCUMENTS AND ACTS. Each party agrees to execute such other
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and further documents and to perform such other and further acts as
may be reasonably necessary to carry out the purposes and provisions
of this Agreement.
(h) GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of California
applicable to the performance and enforcement of contracts made within
such state, without giving effect to the law of conflicts of laws
applied thereby. In the event that any dispute shall occur between the
parties arising out of or resulting from the construction,
interpretation, enforcement or any other aspect of this Agreement, the
parties hereby agree to accept the exclusive jurisdiction of the
Courts of the State of California sitting in and for the County of
Orange. In the event either party shall be forced to bring any legal
action to protect or defend its rights hereunder, then the prevailing
party in such proceeding shall be entitled to reimbursement from the
non-prevailing party of all fees, costs and other expenses (including,
without limitation, the reasonable expenses of its attorneys) in
bringing or defending against such action.
(h) SEVERABLE PROVISIONS. The provisions of this Agreement are severable,
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and if any one or more provisions is determined to be illegal,
indefinite, invalid or otherwise unenforceable, in whole or in part,
by any court of competent jurisdiction, then the remaining provisions
of this Agreement and any partially unenforceable provisions to the
extent enforceable in the pertinent jurisdiction, shall continue in
full force and effect and shall be binding and enforceable on the
parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
THE COMPANY:
WORLDWIDE WIRELESS
NETWORKS, INC.: ATTEST:
By: /s/ By: /s/
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Xxxxx Xxxxxxx Xxxxxx Xxxx
President Secretary
THE INVESTOR:
UNIVERSAL BUSINESS
INSURANCE ATTEST:
By: /s/ By: /s/
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Xxxxx Xxxxx Xxxxxxx X. Xxxxxx
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President Secretary
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SCHEDULE A
DIRECTORS & OFFICERS LIABILITY
RENEWAL QUOTE
Carrier: National Union (Admitted)
Rating: A++
Quote Valid Until: 3-30-01
Coverage: $1,000,000 Aggregate
$1,000,000 Each Claim
Retention: $0 Directors & Officers
$350,000 Corporate Securities
$175,000 Corporate EPL
$175,000 Corporate Other
Endorsements: CA Amendatory
California/Texas
Panel Counsel
Outside Entity
Add Employee to definition of Insured for EPL Included
Prior Acts at Date of Reverse Merger Defense Cost
Included in Policy Limits
Exclusions: Nuclear, captive ins. co, commissions, professional,
prior acts (backdated 4/1/99). Specific
claim/event-Pacific Industrial etal v WWN case
00CC08241, specific Claim/event-notice of possible
cross claim against WWN by Mr. Xxxx Xxxxxxx letter 3/22
by Xxxxxx Xxxxxxx.
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Subject to: AIG D&O Gold Main form app
Details too Major Shareholders (Lemons & Young) relationships
with the company
Bio Of New CFO
Underwriters review of next 10Q and 10K and copy of current
interim financials with a treasurer warranty letter
Conformation the company does not plan no restating any other
SEC disclosures
Written verification that the company is in compliance with Reg
FD
Written verification the company is on compliance with SAB 101
with no material adverse effects to their financials
Ownership Structure - breakdown of major shareholders
reflecting changes brought about through financing and
confirmation they will board representation
Copy of companies xxxxxxx xxxxxxx policies
Written Confirmation that the company is receiving enough
financing to sustain operations through the end of 3rd qtr
2001.
Also provide a breakdown of all current financing options that
are available to the corporation
PREMIUM: $64,000
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