Exhibit 10.2
STOCK PURCHASE AGREEMENT
BETWEEN
CONCIERGE TECHNOLOGIES, INC.
AND
WIRELESS VILLAGE, INC.
Dated as of October 30, 2007
Exhibit 10.2
TABLE OF CONTENTS
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Page
ARTICLE I - SALE AND PURCHASE OF SHARES
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1.1 Sale and Purchase of Shares 1
ARTICLE II PURCHASE PRICE AND PAYMENT 2
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2.1 Amount and Payment of Purchase Price 2
2.2 Series A Convertible, Voting Preferred Stock 2
ARTICLE III CLOSING AND TERMINATION
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3.1 Closing Date 3
3.2 Termination of Agreement 3
3.3 Procedure Upon Termination 4
3.4 Effect of Termination 4
3.5 Expense Reimbursement 5
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
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4.1 Organization and Good Standing 5
4.2 Authorization of Agreement 5
4.3 Capitalization 6
4.4 Subsidiaries 6
4.5 Corporate Records 6
4.6 Conflicts, Consents of Third Parties 6
4.7 Financial Statements 7
4.8 No Undisclosed Liabilities 7
4.9 Absence of Certain Developments 7
4.10 Taxes 8
4.11 Real Property 10
4.12 Tangible Personal Property 10
4.13 Material Contracts 11
4.14 Employee Agreements 11
4.15 Insurance 11
4.16 Financial Advisors and Consultants 12
4.17 Claims to Property 12
4.18 Investment in Concierge Shares 12
4.19 Accounts Receivable 13
4.20 Accounts Payable 13
4.21 No Misrepresentation 14
Exhibit 10.2
ARTICLE V REPRESENTATIONS AND WARRANTIES OF CONCIERGE
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5.1 Organization and Good Standing 14
5.2 Authorization of Agreements 14
5.3 Corporate Records and Disclosures 15
5.4 No Misrepresentations 15
ARTICLE VI COVENANTS
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6.1 Key Personnel 15
6.2 Qualified Investors 16
6.3 Reporting Status 16
6.4 Expenses 16
6.5 Other Actions 16
ARTICLE VII CONDITIONS TO CLOSING
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7.1 Conditions Precedent to Obligations of Concierge
and Wireless Village 17
7.2 Conditions Precedent to Obligations of Concierge 17
7.3 Conditions Precedent to Obligations of Wireless
Village 18
ARTICLE VIII CLOSING AND MISCELLANEOUS PROVISIONS
------------------------------------
8.1 At Closing 19
8.2 Survival of Representations and Warranties 19
8.3 Expenses 20
8.4 Further Assurances 20
8.5 Entire Agreement: Amendment and Waivers 20
8.6 Governing Law 20
8.7 Table of Content and Headings 20
8.8 Notices 20
8.9 Severability 21
8.10 Binding Effect; Assignment 21
Signatures 22
Exhibit 10.2
Exhibits Ref.
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A Wireless Village Financial Statements 4.7
B Absence of Certain Developments 4.9 (f)
C Tax Returns and Related Issues 4.10 (a)
D Leases, Tangible Personal Property 4.12 (a)
E Material Contracts 4.13 (a)
F Employee Agreements 4.14
G Financial Advisors, Consultants, Relationships 4.16
H Concierge Form 10KSB 5.3
I Changes to Concierge Financial Condition 5.3
J Wireless Village Shareholders 4.18 (a)
K Minutes of Shareholders Meeting, Wireless Village 5.2 (a)
L Certificate of Compliance, Wireless Village 7.2 (c)
M List of Wireless Village Domain Names and Detail 7.2 (g)
N Certification of Compliance, Concierge 7.3 (c)
Exhibit 10.2
Stock Purchase Agreement
STOCK PURCHASE AGREEMENT, dated as of October, xx, 2007 (the "Agreement"),
by and among Concierge Technologies, Inc., a Nevada corporation ("Concierge");
Wireless Village, Inc., a Nevada corporation ("Wireless Village"); Xxxx Xxxx and
Xxxxxx Xxxxx, officers of Wireless Village ("Xxxx and Xxxxx") and the
shareholders of Wireless Village that affix their signatures to this Agreement
as a party to the Agreement ("the Shareholders of Wireless Village").
W I T N E S S E T H :
WHEREAS, Wireless Village is currently engaged in an active Business
earlier described to Concierge; and
WHEREAS, as of the date hereof, Wireless Village has issued One Thousand
Six Hundred Sixty Seven (1,667) shares of its common stock, and has no
additional shares outstanding, for a total of 1,667 shares outstanding (the
"Wireless Village Shares").
WHEREAS, the Shareholders of Wireless Village desire to sell to Concierge,
and Concierge desires to purchase from the Shareholders of Wireless Village, the
Wireless Village Shares, for the purchase price and upon the terms and
conditions hereinafter set forth (the "Transaction"); and
WHEREAS, Wireless Village shall not have against it any claim for
additional equity whether in the form of unfulfilled subscription agreements for
any class of stock, outstanding stock option grants or conversion rights under
any outstanding debt instrument; and
WHEREAS, Concierge and Wireless Village deem it important that Xxxx and
Xxxxx remain with the resultant company for some period of time by way of
assisting the transition of control of Wireless Village to the Concierge; and
WHEREAS, the consummation of the Transaction will be mutually beneficial to
Concierge, Wireless Village, Xxxx and Xxxxx and the Shareholders of Wireless
Village.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties hereby agree as follows:
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Exhibit 10.2
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Sale and Purchase of Shares. Upon the terms and subject to the
conditions contained herein, on the Closing Date, the Shareholders of Wireless
Village shall sell, assign, transfer, convey and deliver to Concierge, and
Concierge shall purchase from the Shareholders of Wireless Village, the Wireless
Village Shares.
ARTICLE II
PURCHASE PRICE AND PAYMENT
2.1 Amount and Payment of Purchase Price. In consideration of the sale of
the Wireless Village Shares to Concierge, the Concierge shall deliver to the
Shareholders of Wireless Village, on the Closing Date, Five Million (5,000,000)
shares of Series A Convertible, Voting Preferred Stock, $0.001 par value (the
"Concierge Preferred Stock"), of Concierge (the "Concierge Shares"). The
Concierge Shares shall be issued pro-rata to the Shareholders of Wireless
Village in the ratio of 3,000 shares of Concierge Shares in exchange for each
share of Wireless Village Shares held. Any fractional shares derived from the
calculation shall be either rounded up or down, as the case may be. No
fractional shares shall be issued.
2.2 Series A Convertible, Voting Preferred Stock. Each share of the
Concierge Shares shall bear the following legend:
EACH SHARE OF THE SERIES A CONVERTIBLE, VOTING PREFERRED
STOCK SHALL HAVE FIVE VOTES ON ALL MATTERS SUBMITTED TO A
VOTE OF THE COMMON STOCKHOLDERS AND MAY BE CONVERTED BY THE
HOLDER THEREOF INTO FIVE SHARES OF COMMON STOCK AT ANY TIME
AFTER 270 DAYS FROM THE DATE OF ISSUANCE; PROVIDED, HOWEVER,
THAT NO CONVERSION SHALL TAKE PLACE UNTIL THE COMPANY SHALL
HAVE AMENDED ITS ARTICLES OF INCORPORATION TO PROVIDE AN
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
AT LEAST SUFFICIENT TO ALLOW ALL 5,000,000 SHARES OF THIS
PREFERRED STOCK TO BE CONVERTED INTO COMMON STOCK; AND,
PROVIDED FURTHER, THAT HOLDERS OF THIS SERIES OF PREFERRED
STOCK THAT ELECT TO CONVERT THEIR SHARES INTO SHARES OF
COMMON STOCK MUST CONVERT ALL OF THEIR SHARES OF SERIES A
CONVERTIBLE, VOTING PREFERRED STOCK INTO SHARES OF COMMON
STOCK.
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE
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Exhibit 10.2
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION SHALL
HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION
(WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION)."
ARTICLE III
CLOSING AND TERMINATION
3.1 Closing Date. Subject to the satisfaction of the conditions set forth
in Sections 7.1, 7.2. and 7.3 hereof (or the waiver thereof by the party of
parties entitled to waive that condition), the closing of the sale and purchase
of the Wireless Village Shares provided for in Section 1.1 hereof (the
"Closing") shall take place at 10:00am, Pacific Daylight Time, at the offices of
Concierge Technologies, Inc. located at 00000 Xxxxxxx Xxx, Xxxxx 000, Xxxxxx
Xxxx, XX (or at such other place as the parties may designate in writing), five
(5) Business Days after the conditions listed in Article VII have been satisfied
or waived or on such other date as Wireless Village and Concierge may designate
in writing. The date on which the Closing shall be held is referred to in the
Agreement as the "Closing Date".
3.2 Termination of Agreement. This Agreement may be terminated prior to the
Closing Date as follows:
(a) At the election of Wireless Village or Concierge after April 30, 2008,
if the Closing shall not have occurred by the close of business on
such date, provided that the terminating party is not in default of
any of its obligations hereunder;
(b) by mutual written consent of Wireless Village and Concierge;
(c) by Wireless Village or Concierge, if there shall be in effect a final
non-appealable Order of a Governmental Body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation of
the Transaction being contemplated;
(d) by Wireless Village, if (i) there shall have been a breach of any
representation or warranty on the part of Concierge set forth in this
Agreement, or if any representation or warranty of Concierge shall
have become untrue, in either case such that the condition set forth
in Section 7.3(a) would be incapable of being satisfied by April 30,
2008 (or as otherwise extended) or (ii) there shall have been a breach
by Concierge of any of its covenants or agreements having a Material
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Exhibit 10.2
Adverse Effect on Concierge or materially adversely affecting (or
materially delaying) the consummation of the Transaction, and
Concierge has not cured such breach within ten Business Days after
notice by Wireless Village thereof, provided that Wireless Village has
not breached any of its obligations hereunder;
(e) by Concierge, if (i) there shall have been a breach of any
representation or warranty on the part of Wireless Village set forth
in this Agreement or if any representation or warranty of Wireless
Village shall have become untrue, in either case such that the
condition set forth in Section 7.2(a) would be incapable of being
satisfied by April 30, 2008 (or as otherwise extended); or (ii) there
shall have been a breach by Wireless Village of its covenants or
agreements hereunder having a Material Adverse Effect on the Business
or materially adversely affecting (or materially delaying) the
consummation of the Transaction and Wireless Village has not cured
such breach within ten Business Days after notice by Concierge
thereof, provided that Concierge has not breached any of its
obligations hereunder;
(f) by Seller, if the Board of Directors of Wireless Village shall have
withdrawn, modified or changed its approval or recommendation of this
Agreement and the Transaction being contemplated hereby, or shall have
failed to give such recommendation or to call, give notice of, convene
or hold the Board of Directors Meeting in accordance with the terms of
this Agreement, or shall have adopted any resolution to effect any of
the foregoing;
(g) by Concierge, if the Board of Directors of Concierge or a Special
Committee thereof, in its good faith judgment, after consultation with
independent legal counsel, shall have withdrawn, modified or changed
its approval or recommendation of this Agreement and the Transaction
being contemplated hereby (having determined that it is necessary to
do so in order to comply with its fiduciary duties to stockholders
under applicable law);
3.3 Procedure Upon Termination. In the event of termination by Concierge or
Wireless Village pursuant to Section 3.2 hereof, written notice thereof shall
forthwith be given to the other party, and this Agreement shall terminate, and
the purchase of the Wireless Village Shares hereunder shall be abandoned,
without further action by Concierge or Wireless Village. If this Agreement is
terminated, as provided herein, each party shall redeliver all documents, work
papers and other material of any other party relating to the Transaction
contemplated hereby, whether so obtained before or after the execution hereof,
to the party furnishing the same, or promptly following the request of the
furnishing party, destroy all such documents, work papers or other materials.
3.4 Effect of Termination. In the event that this Agreement is validly
terminated as provided herein, then each of the parties shall be relieved of
their duties and obligations arising under this Agreement after the date of such
termination, and such termination shall be without liability to Concierge or
Wireless Village; provided, however, that the provisions of this Section 3.4 and
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Exhibit 10.2
Sections 3.5, 6.6, 8.3 and 8.6 hereof shall survive any such termination and
shall be enforceable hereunder; and provided, further, that nothing in this
Section 3.4 shall relieve Concierge or Wireless Village of any liability for a
breach of this Agreement.
3.5 Expense Reimbursement. If this Agreement is terminated by (i) Concierge
pursuant to Section 3.2(e), Wireless Village shall reimburse to Concierge (not
later than 10 Business Days after the submission of statements therefore) for
all documented out-of-pocket fees and expenses actually and reasonably incurred
in connection with the consummation of all transactions contemplated by this
Agreement, or if by (ii) Wireless Village pursuant to Section 3.2(f), Concierge
shall reimburse to Wireless Village (not later than 10 Business Days after the
submission of statements therefore) for all documented out-of-pocket fees and
expenses actually and reasonably incurred in connection with the consummation of
all transactions contemplated by this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Wireless Village hereby represents and warrants to Concierge that:
4.1 Organization and Good Standing. Wireless Village is a corporation duly
organized, validly existing and in good standing under the Laws of Nevada.
Wireless Village has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now conducted.
Wireless Village is duly qualified or authorized to do business and is in good
standing under the Laws of each jurisdiction in which it owns or leases real
property and each other jurisdiction in which the conduct of its business or the
ownership of its properties requires such qualification or authorization, except
the failure to be so qualified or authorized could not reasonably be expected to
have a Material Adverse Effect on Seller. Wireless Village is not subject to any
agreement, commitment or understanding that restricts or may restrict the
conduct or the Business in any jurisdiction or location in any material respect.
Copies of Wireless Village's Articles of Incorporation and Bylaws have
heretofore been provided or made available to Concierge and such copies are
true, correct and complete copies of such instruments.
4.2 Authorization of Agreement. Wireless Village has all requisite power,
authority and legal capacity to execute and deliver this Agreement and each
other agreement, document, instrument or certificate contemplated by this
Agreement or to be executed by Wireless Village in connection with the
consummation of the Transaction contemplated by this Agreement (together with
this Agreement, the "Wireless Village Documents"), and to consummate the
Transaction contemplated hereby. The execution and delivery of this Agreement
and each of the Wireless Village Documents has been duly and validly authorized
by the Board of Directors of Seller, and no other corporate proceedings on the
part of Wireless Village will be necessary to authorize this Agreement and
Transaction being contemplated hereby. This Agreement constitutes, and each of
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Exhibit 10.2
the Wireless Village Documents when executed and delivered will constitute,
legal, valid and binding obligations of Seller, enforceable against Wireless
Village in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity) (the "Bankruptcy Exception").
4.3 Capitalization.
(a) As of the date hereof, the authorized capital stock of Wireless Village
consists of 10,000,000 shares at $0.0001 par value per share. As of the date
hereof, there are 1,667 shares issued, $0.0001 par value per share. There are no
shares issued or outstanding of any class as treasury stock. As of the Closing
Date there will be 1,667 shares issued and no additional shares outstanding. All
of the shares were duly issued, fully paid and non-assessable. Upon issuance
thereof prior to the Closing, all of the shares will have been duly authorized
for issuance and validly issued, fully paid and non-assessable.
(b) There are no existing options, warrants, calls, rights, commitments or
other agreements of any character to which Wireless Village is a party that
would require the issuance, sale or transfer of any additional shares of capital
stock, or exchangeable for or evidencing the right to subscribe for or purchase
shares of capital stock or other equity securities of Wireless Village. Wireless
Village is not a party to any voting trust or other voting agreement with
respect to any of the Wireless Village Shares or to any agreement relating to
the issuance, sale, redemption, transfer or other disposition of the capital
stock of Wireless Village.
4.4 Subsidiaries. Wireless Village owns no stock, ownership interest in,
nor is contractually tied or bound to any other entity or subsidiary company,
partnership, limited liability corporation or other legally existing
organization.
4.5 Corporate Records. The minute books of Wireless Village previously made
available to Concierge contain complete and accurate records, in all material
respects, of all meetings, and accurately reflect, in all material respects, all
other corporate actions of the stockholders and board of directors (including
committees thereof) of Seller. The stock certificate books and stock transfer
ledger of Wireless Village previously made available to Concierge are true,
correct and complete. All stock transfer taxes levied or payable with respect to
all transfers of shares of Wireless Village prior to the Closing Date (if any)
have been paid and appropriate transfer tax stamps affixed.
4.6 Conflicts; Consents of Third Parties.
(a) None of the execution and delivery by Wireless Village of this
Agreement and the Wireless Village Documents, the consummation of the
Transaction contemplated hereby or thereby , or compliance by Wireless Village
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Exhibit 10.2
with any of the provisions hereof or thereof do or will (i) conflict with, or
result in the breach of, any provision of the Articles of Incorporation or
Bylaws or comparable organizational documents of Wireless Village; (ii) conflict
with, violate, result in the breach or termination of, or constitute a default
under any note, bond, mortgage, indenture, license, agreement or other
instrument or obligation to which Wireless Village is a party or by which
Seller's property or assets is bound; (iii) violate any statute, rule,
regulation, order or decree of any Governmental Body by which Wireless Village
is bound; or (iv) result in the creation of any Lien upon the properties or
assets of Wireless Village or materially delay the consummation of the
Transaction contemplated hereby.
(b) No consent, waiver, approval, order, permit or authorization of, or
declaration or filing with, or notification to, any Person or Governmental Body
is required on the part of Wireless Village in order to effectuate the
Transaction contemplated hereby.
4.7 Financial Statements. Wireless Village has delivered to Concierge
copies of (a) the interim unaudited balance sheet of Wireless Village as of
September 30, 2007, and the related unaudited statements of income and of cash
flows of Wireless Village (determined as of September 30, 2007), and (b) for the
period ended September 30, 2007, the unaudited balance sheet and statements of
income and of cash flows of Wireless Village for the period from inception to
September 30, 2007, including the related notes and schedules thereto referred
to herein as the "Wireless Village Financial Statements" and attached hereto as
"Exhibit A". The Wireless Village Financial Statements are (i) complete and
correct in all material respects, (ii) have been prepared in accordance with
GAAP (subject to normal year-end adjustments in the case of the interim
statements), in accordance with the books and records of Wireless Village and in
conformity with the practices consistently applied by Wireless Village without
modification of the accounting principles used in the preparation thereof,
except that such financial statements have been conformed to GAAP.
4.8 No Undisclosed Liabilities. Wireless Village has no indebtedness,
obligations or liabilities of any kind (whether accrued, absolute, contingent or
otherwise, and whether due or to become due) (a) that would be required by GAAP
to be reflected in, reserved against or otherwise described in the balance sheet
or Wireless Village (including the notes thereto) of (b) which could reasonably
be expected to have a Material Adverse Effect on Wireless Village, except (i) as
set forth on the Wireless Village Financial Statements or in the notes thereto,
(ii) for liabilities and obligations incurred in the ordinary course of business
consistent with the approved Operating Budget as set forth in Section 6.2
herein.
4.9 Absence of Certain Developments. Except as expressly contemplated by
this Agreement, or as set forth in Exhibit B attached hereto, since the Wireless
Village Financial Statements Date;
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Exhibit 10.2
(a) there has not been any Material Adverse Change nor has there occurred
any event which is reasonably likely to result in a Material Adverse Change with
respect to the Business or Wireless Village;
(b) there has not been any damage, destruction or loss, whether or not
covered by insurance, with respect to the property and assets of the Business
having a replacement cost of more than $1,000 for any single loss or $5,000 for
all such losses;
(c) there has not been any declaration, setting aside or payment of any
dividend or other distribution in respect of any shares of capital stock of
Wireless Village or any repurchase, redemption or other acquisition by Wireless
Village of any outstanding shares of capital stock or other securities;
(d) Wireless Village has not issued any equity securities or any securities
convertible into or exchangeable for equity securities of Wireless Village;
(e) Wireless Village has not awarded, paid or accrued any bonuses to
employees or subcontractors of the Business with respect to the calendar year
ended December 31, 2006 or the interim period ending September 30, 2007, except
to the extent indicated on the Wireless Village Financial Statements. Any
agreements existing between Wireless Village and its employees or subcontractors
(including but not limited to vacation time, bonuses, severance pay, accrued
sick leave, medical insurance coverage, auto allowance, stock options, profit
sharing, royalties and pay increases) shall have been invalidated and declared
void prior to the Closing Date, except for those as accepted by Concierge in
evidence as "Exhibit B" attached hereto;
(f) there has not been any change by Wireless Village in accounting or Tax
reporting principles, methods or policies relating to the Business;
(g) Wireless Village has not failed to promptly pay and discharge current
liabilities of the Business, except where disputed in good faith by appropriate
proceedings;
(h) Wireless Village has not made any loans , advances or capital
contributions to, or investments in, any Person (including employees or
subcontractors) that remain outstanding, or have been discharged without
repayment, as of the Wireless Village Financial Statements Date and as of the
Closing Date;
(i) Wireless Village has not mortgaged, pledged or subjected to any Lien
any assets related to the Business, or acquired any assets or sold, assigned,
transferred, conveyed, leased or otherwise disposed of any assets related to the
Business;
(j) Wireless Village has not canceled or compromised any debt or claim
related to the Business or amended, canceled, terminated, relinquished, waived
or released any Contract or right related to the Business except in the ordinary
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Exhibit 10.2
course of business consistent with past practice and which, in the aggregate,
would not be material to the Business or to Wireless Village;
(k) Wireless Village has not instituted or settled any material Legal
Proceeding related to the Business, nor is a party named in any Legal Proceeding
pending or threatened.
(l) Wireless Village has not transferred any or granted any material rights
under any concessions, leases, licenses, agreements, patents, inventions,
trademarks, trade names, service marks, brand marks, brand names, copyrights or
the like, or with respect to know-how, in any case related to the Business;
4.10 Taxes.
(a) All material Tax Returns required to be filed by Wireless Village have
been duly and timely filed with the appropriate taxing agency in all
jurisdictions in which such Tax Returns are required to be filed, and all such
Tax Returns were true, complete and correct in all material respects. All Taxes
payable by Wireless Village have been fully and timely paid, and all such Taxes
not paid have been duly accrued for in the Wireless Village Financial Statements
in accordance with GAAP with respect to any period through the Closing Date for
which Taxes are not yet due and owing; and no agreement, waiver or other
document or arrangement extending or having the effect of extending the period
for assessment or collection of Taxes related the Business (including, but not
limited to, any applicable statue of limitation) exists. Such Tax Returns are
understood to include those related to the United States Internal Revenue
Service, United States Social Security Administration, State of Ohio, or any and
all tax and regulatory agencies within the State of Nevada or Ohio. All such Tax
Returns, notes thereto, exceptions and correspondence, and all manner of related
tax issues as referenced in this Section 4.10 are attached hereto and together
as "Exhibit C".
(b) Wireless Village has complied in all material respects with all
applicable Laws, rules and regulations relating to the payment and withholding
of Taxes related the Business and has duly and timely withheld from employee
salaries, wages and other compensation related to the Business and has paid over
to the appropriate taxing authorities all amounts required to be so withheld and
paid over for all periods under all applicable Laws.
(c) Concierge has received (i) complete copies of all material income,
franchise or corporation Tax Returns of Wireless Village from the date of
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Exhibit 10.2
inception through the Closing Date and (ii) details of all material issues of
which Wireless Village has knowledge raised by any taxing authority since the
date of inception with respect to the income, assets or operations of the
Business.
(d) No claim has been made by a taxing authority in a jurisdiction where
Wireless Village does not file an income, franchise or corporation Tax Return
such that Wireless Village is or may be subject to taxation related to the
Business by that jurisdiction.
(e) There are no liens as a result of any unpaid Taxes upon any of the
assets of Wireless Village or that could be created as result of pending audits,
investigations or actions by any taxing authorities arising from operations
conducted prior to the Closing Date that could be levied after the Closing Date.
(f) Wireless Village has not made any payment to or provided any benefit
for any of its officers, employees, former officers, former employees or
subcontractors and not made or agreed to make a payment of an income nature
which would not be allowable as a deduction in computing its profits for
corporation tax purposes except in the ordinary course of business.
(g) Wireless Village has not been a party to or otherwise involved in any
arrangement of which the main purpose was the avoidance of liability to taxation
or any transaction to which any tax authority would find actionable or
fraudulent.
4.11 Real Property. Wireless Village owns no real property, nor is as of
the Closing Date a party to any contracts, agreements, options or other legal
rights to acquire real property.
4.12 Tangible Personal Property.
(a) "Exhibit D" attached hereto contains the complete and true listing of
all Tangible Personal Property of Wireless Village, including, but not limited
to, office fixtures, furniture, equipment, supplies, computer software, computer
related hardware, and all other assets of any nature that have been acquired,
whether or not depreciated or recorded at acquisition cost, as represented on
the Wireless Village Financial Statements in accordance with GAAP and that
remain in evidence as assets of Tangible Personal Property of Wireless Village.
(b) Exhibit D contains a true and complete copy of any and all lease
agreements, including that related to the office facility, to which the Wireless
Village is a party.
(c) No previous or current party to any such lease has given notice of or
made a claim with respect to any breach or default thereunder, the consequences
of which, individually or in the aggregate, could reasonably be expected to have
a material Adverse Effect on the Business.
(d) Wireless Village has good title to all material items of tangible
personal property reflected on the Exhibit D and the Wireless Village Financial
Statements, free and clear of all liens.
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Exhibit 10.2
4.13 Material Contracts.
(a) "Exhibit E" sets forth each oral or written agreement, arrangement or
commitment or any nature relating to the Business or to which Wireless Village
is a party or by which it is bound involving (i) a commitment of more than
$2,000 or (ii) the purchase or sale of any assets relating to the Business or of
Wireless Village having a book value of more than $2,000, or (iii)
distributorship, agency, representation, dealer or similar agreements, (iv)
covenants not to compete or other agreements or understandings which would
restrict the distribution or sale of any of the products of the Business or of
Wireless Village in any geographical area or to any person or class of persons,
or which in any way affects the price or other terms at which the Business or
Wireless Village or agent or representative of the Business or Wireless Village
may sell products or services, (v) contracts or commitments for capital
expenditures, and (vi) any agreements, arrangements, contracts, licenses or
royalty arrangements to which Wireless Village is a party that would cause for
Wireless Village to incur costs associated with the development, production,
distribution or sale of its products. Agreements, arrangements and commitments
of the types described in the subsections above are hereinafter collectively
referred to as the "Wireless Village Material Agreements".
(b) Each of the Wireless Village Material Agreements is valid and
enforceable in accordance with its terms, subject to the Bankruptcy Exception.
(i) Wireless Village is not in breach of or in default under any Wireless
Village Material Agreement. (ii) To the knowledge of Wireless Village, there has
not occurred any event which, after the giving of notice or the lapse of time or
both, would constitute a default under, or result in a breach of, any Wireless
Village Material Agreement, and (iii) no Wireless Village Material Agreement is
subject to termination or modification as a result of the consummation of the
Transaction contemplated by this Agreement, (iv) no consent of approval of any
third party is required under any Wireless Village Material Agreement to the
consummation of the Transaction contemplated hereby.
4.14 Employee Agreements. Wireless Village warrants that there are no
existing employment agreements with any employee or subcontractor other than
those set forth on "Exhibit F" attached hereto, which, if any, have been duly
paid and performed upon as of the Closing Date. Concierge shall have reviewed
and accepted the terms of such employment agreements or understandings, if any,
and indicated such approval by the authorizing signature affixed on Exhibit F
thereto. As of the Closing Date, there are no outstanding employee benefits owed
or accrued and no claim can be made under the labor code of the appropriate
jurisdiction, or through actions provided in any point of Law, that would expose
Wireless Village to a payment due any employee or subcontractor for the period
from inception through the Closing Date.
4.15 Insurance. Wireless Village has made available to Concierge true,
complete and correct copies of all policies of insurance of any kind or nature
covering the Business or any of its employees, properties or assets, including
without limitation, policies of life, disability, fire, theft, workers
compensation, product liability, loss of income, errors and omissions, directors
liability and other casualty and liability insurance. All such policies are in
11
Exhibit 10.2
full force and effect and have not been reduced or cancelled; no change in such
insurance policy has been notified to Wireless Village and Wireless Village is
not in default of any provision thereof.
4.16 Financial Advisors and Consultants. Except as set forth in "Exhibit
G", no person has acted, directly or indirectly, as a broker, finder, financial
advisor or consultant for Wireless Village in connection with the Transaction
contemplated by the Agreement and no person other than those persons listed on
Exhibit I attached hereto, is entitled to any fee or commission or like payment
in respect thereof.
4.17 Claims to Property. Except as otherwise disclosed in this Agreement,
Wireless Village's current shareholders, officers, directors, employees and
subcontractors will, as of the Closing Date, have no claim to any property,
asset or right then owned or acquired by Concierge or used in the Business by
Wireless Village or Concierge.
4.18 Investment in Concierge Shares.
(a) The Shareholders of Wireless Village will receive in exchange for their
shares of Wireless Village the pro-rata issuance of Concierge Shares pursuant to
this Agreement for investment and not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"). Shareholders of Wireless
Village, once issued the Concierge Shares, do not have a present intention of
selling, offering to sell or otherwise disposing of or distributing the
Concierge Shares issued to them pursuant to this Agreement.
(b) Each Shareholder of Wireless Village acknowledges that Concierge has
disclosed that the Concierge Shares to be issued to Shareholders of Wireless
Village pursuant to this Agreement have not been registered under the Securities
Act and, therefore, cannot be resold unless they are registered under the
Securities Act or unless an exemption from registration is available.
(c) Either (i) each of Wireless Village's Shareholders is an " accredited
investor" as defined in Regulation D of the Securities Act, or (ii) there are no
more than 35 of such shareholders that are not "accredited investors" and that
they are able to evaluate the risks and benefits of the investment in the
Concierge Shares.
(d) Wireless Village and the Shareholders of Wireless Village have had an
opportunity to ask questions and receive answers concerning the terms and
conditions of the acquisition of the Concierge Shares and have had full access
to such other information concerning Concierge as Wireless Village has
requested.
(e) Each of the Shareholders of Wireless Village is able to bear the
economic risk of his or her investment in the Concierge Shares for an indefinite
period of time, recognizing that the Concierge Shares have not been registered
under the Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.
12
Exhibit 10.2
(f) Wireless Village and the Shareholders of Wireless Village acknowledge
that until such time as the Concierge Shares have been registered, or are
otherwise eligible, for resale in accordance with the Securities Act, each
certificate representing the Concierge Shares shall be endorsed with the
following legend:
EACH SHARE OF THE SERIES A CONVERTIBLE, VOTING PREFERRED
STOCK SHALL HAVE FIVE VOTES ON ALL MATTERS SUBMITTED TO A
VOTE OF THE COMMON STOCKHOLDERS AND MAY BE CONVERTED BY THE
HOLDER THEREOF INTO FIVE SHARES OF COMMON STOCK AT ANY TIME
AFTER 270 DAYS FROM THE DATE OF ISSUANCE; PROVIDED, HOWEVER,
THAT NO CONVERSION SHALL TAKE PLACE UNTIL THE COMPANY SHALL
HAVE AMENDED ITS ARTICLES OF INCORPORATION TO PROVIDE AN
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
AT LEAST SUFFICIENT TO ALLOW ALL 5,000,000 SHARES OF THIS
PREFERRED STOCK TO BE CONVERTED INTO COMMON STOCK; AND,
PROVIDED FURTHER, THAT HOLDERS OF THIS SERIES OF PREFERRED
STOCK THAT ELECT TO CONVERT THEIR SHARES INTO SHARES OF
COMMON STOCK MUST CONVERT ALL OF THEIR SHARES OF SERIES A
CONVERTIBLE, VOTING PREFERRED STOCK INTO SHARES OF COMMON
STOCK.
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY STATE SECRUTITIES LAWS, AND MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER SUCH ACT AND
APPLICABLE STATE SECRUITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE AND THE CORPRORATION SHALL
HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION
(WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION)."
4.19 Accounts Receivable. Each of the accounts receivable recorded on the
books of Wireless Village is a bona fide account receivable which has arisen in
the ordinary course of business.
4.20 Accounts Payable. As of the Closing Date, it shall be true and correct
that there are no accounts payable due or accrued against Wireless Village or
recorded on its books and records as outstanding or reserved against, except as
13
Exhibit 10.2
set forth and accepted by Concierge on Exhibit J attached hereto. Wireless
Village warrants that all accrued accounts payable have been paid in full and
that no person, firm, organization or Governmental Body may legally claim
otherwise.
4.21 No Misrepresentation. No representation or warranty of Wireless
Village contained in this Agreement or in any exhibit attached hereto, or in any
certificate or other instrument furnished by Wireless Village to Concierge
pursuant to the terms hereof contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained herein
or therein not misleading.
ARTICLE V
REPRESENTATION AND WARRANTIES OF CONCIERGE
Concierge hereby represents and warrants to Wireless Village that:
5.1 Organization and Good Standing. Concierge is a corporation duly
organized, validly existing and in good standing under the Laws of the State of
Nevada and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now conducted. Concierge
is duly qualified or authorized to do business and is in good standing under the
Laws of each jurisdiction in which it owns or leases property and each other
jurisdiction in which the conduct of its business or the ownership of its
properties requires such qualification or authorization, except where the
failure to be so qualified or authorized could not reasonably be expected to
have a Material Adverse Effect on Concierge. Concierge is not subject to any
agreement, commitment or understanding that restricts or may restrict the
conduct of its business in any jurisdiction or location in any material respect.
Copies of the Certificate of Incorporation and By-Laws (together with amendments
thereto) of Concierge have heretofore been provided or have been made available
the Wireless Village and such copies are true, correct and complete copies of
such instruments.
5.2 Authorization of Agreements.
(a) Concierge has all requisite power, authority and legal capacity to
execute and deliver this Agreement, each other agreement, document, instrument
or certificate contemplated by this Agreement or to be executed by Concierge in
connection with the consummation of the Transaction contemplated by this
Agreement (together with this Agreement, the "Concierge Documents") and each of
the other transaction documents and to consummate the Transaction contemplated
hereby and thereby. The execution and delivery of this Agreement, and each of
the Concierge Documents has been duly and validly ratified and/or authorized by
the Board of Directors of Concierge, and no other corporate proceedings on the
part of Concierge will be necessary to authorize this Agreement, the issuance of
the Concierge Shares, or the other transactions contemplated hereby, except for
the approval and acknowledgement of the Shareholders of Wireless Village
referred to in Section 4.18, as evidenced by a copy of Seller's minutes
(attached hereto as "Exhibit K") from a special meeting of shareholders wherein
the Shareholders of Wireless Village have been presented with a motion to
approve the acquisition and the distribution of shares as contemplated herein,
14
Exhibit 10.2
and have approved such motion. Assuming the due authorization, execution and
delivery by the other parties hereto and thereto, this Agreement will
constitute, and each of the Concierge Documents and related Exhibits to this
Agreement to which Concierge is a party, when executed and delivered will
constitute, legal, valid and binding obligations of Concierge, enforceable
against Concierge in accordance with their respective terms, subject to the
Bankruptcy Exception.
(b) Assuming the accuracy of Seller's representations, the affirmative vote
of the Directors of the Board of Directors of Concierge is the only vote (under
applicable Law or otherwise) necessary to approve this Agreement, the issuance
of the Concierge Shares, and the other transactions contemplated hereby.
5.3 Corporate Records and Disclosures. Concierge is a public reporting
company under the rules and regulations as promulgated under the Securities Act,
and is current and in good standing on the Over-The-Counter Bulletin Board with
symbol "CNCG". Wireless Village has been made aware that all material events and
financial information have been disclosed in Concierge's public filings on Forms
10KSB, 10QSB, 8K and registration Form S10. The latest fiscal year-end audited
report filed on Form 10KSB for the period ending June 30, 2007 has been provided
to Seller, the Shareholders of Seller, and attached hereto as Exhibit H..
Concierge hereby warrants to Wireless Village that Wireless Village may rely on
the disclosures contained within the aforementioned filings as being true and
correct in all material respects as to the financial condition, the reporting
status, and the current state of the Concierge's business as of the Closing
Date, except for any changes to the financial condition as may be detailed on
"Exhibit I" attached hereto.
5.4 No Misrepresentations. No representations or warranty of Concierge
contained in this Agreement or in the exhibits provided by Concierge, or in any
certificate or other instrument furnished by Concierge to Wireless Village
pursuant to the terms hereof, contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements contained
herein or therein not misleading.
ARTICLE VI
COVENANTS
6.1 Key Personnel. The value of Wireless Village is calculated and
established, in part, by Concierge's assessment of the management personnel and
majority shareholders of Seller. Specifically, Concierge is relying on the
continued involvement of Xxxx Xxxx and Xxxxxx Xxxxx for the period commencing
with the execution of this Agreement and lasting no less than 12 months
thereafter. Xxxxxx Xxxxx and Xxxx Xxxx hereby represent and warrant that they
will continue to contribute, to the best of their ability, a level of commitment
to Wireless Village that has been demonstrated since inception. Xxxxxx Xxxxx and
Xxxx Xxxx acknowledge that they are to receive a significant share of the
Purchase Price at the Closing Date and that this payment is being tendered in
15
Exhibit 10.2
exchange for their continued service. Notwithstanding their covenant and pledge
to provide this continuing service in recognition for the Concierge Shares
issued them, Xxxx Xxxx and Xxxxxx Xxxxx are to be compensated monetarily at such
time as funds are available to apply, but in no event for periods of service
in-arrears of the Closing Date. In the event either Xxxxxx Xxxxx or Xxxx Xxxx
elect to terminate their service commitment within the 12 month period
commencing upon the Closing Date, then Concierge may be irreparably harmed, the
extent of which may be difficult to determine. In such event, Concierge reserves
the right, and Xxxxxx Xxxxx and Xxxx Xxxx do each hereby acknowledge the
existence of this right, to seek damages from the terminating party through a
court of appropriate jurisdiction.
6.2 Qualified Investors. Wireless Village represents and warrants to
Concierge that all Shareholders of Wireless Village as listed on Exhibit J have
read, understand and acknowledge the entirety of Section 4.18 contained herein,
and that by evidence of their vote during the special meeting of shareholders, a
copy of which is attached hereto as "Exhibit K", agree to the exchange of shares
as contemplated hereby and under the terms and conditions as contained herein.
6.3 Reporting Status. Until the Closing Date, Concierge warrants that it
will maintain its public reporting status on the Over-The-Counter Bulletin Board
in good standing and to make all required public filings in a timely manner so
as to comply with applicable securities Law.
6.4 Expenses. Each of Concierge and Wireless Village agrees to bear its own
respective financial burden associated with the Transaction contemplated hereby,
to include without limitation the cost of financial statement preparation, legal
counsel, financial advisors, public relations and consultants. Wireless Village
warrants that no costs associated with the Transaction contemplated hereby will
appear as accrued items on the Wireless Village Financial Statements, or in any
manner become the liability of Concierge after the Closing Date.
6.5 Other Actions.
(a) Each of Wireless Village and Concierge shall use its best efforts to
(i) take all actions necessary or appropriate to consummate the Transaction
contemplated by this Agreement and (ii) cause the fulfillment at the earliest
practicable date of all of the conditions to their respective obligations to
consummate the Transactions contemplated by this Agreement.
(b) Wireless Village shall preserve and keep the records held by it
relating to the Business for a period of no less than 3 years from the Closing
Date and shall make such records and personnel available to Concierge as may be
reasonably required in connection with, among other things, any insurance claims
by, legal proceedings against, tax audits or governmental investigations of
Wireless Village or Concierge.
16
Exhibit 10.2
(c) Neither Wireless Village nor Concierge shall issue any press release or
public announcement hereby without obtaining the prior written approval of the
other party hereto, which approval will not be unreasonably withheld or delayed,
unless, in the sole judgment of Concierge disclosure is otherwise required by
applicable Law or by the applicable rules of any stock exchange on which
Concierge lists securities.
ARTICLE VII
CONDITIONS TO CLOSING
7.1 Conditions Precedent to Obligations of Concierge and Seller. The
obligation of each of Concierge and Wireless Village to consummate the
Transaction contemplated by this Agreement is subject to the fulfillment, on or
prior to the Closing Date of each of the following conditions (any or all of
which may be waived by Concierge and Wireless Village in whole or in part to the
extent permitted by applicable Law):
(a) The Concierge and the Wireless Village shall have convened and held a
meeting of their respective Boards of Directors, and such Directors shall have
voted in favor of the Transaction contemplated hereby and they shall have
obtained the requisite vote so as to authorize this Agreement and the
consummation of the Transaction.
7.2 Conditions Precedent to Obligations of Concierge. The obligation of
Concierge to consummate the Transaction contemplated by this Agreement is
subject to the fulfillment, on or prior to the Closing Date, of each of the
following conditions (any or all of which may be waived by Concierge in whole or
in part to the extent permitted by applicable Law):
(a) Except for the facts, events or changes arising or occurring between
the date hereof and the Closing Date which are expressly permitted by this
Agreement, all representations and warranties of Wireless Village contained
herein shall be true and correct as of the date hereof; and except for facts,
events or changes arising or occurring between the date hereof and the Closing
Date which are expressly permitted by this Agreement, all representations and
warranties of Wireless Village contained herein qualified as to materiality
shall be true and correct, and the representations and warranties of Wireless
Village contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that time;
(b) Wireless Village shall have performed and complied in all material
respects with all obligations and covenants required by this Agreement to be
performed or complied with by it on or prior to the Closing Date;
(c) Concierge shall have been furnished with certificates (dated the
Closing Date and in form and substance reasonably satisfactory to Concierge, and
17
Exhibit 10.2
attached hereto as "Exhibit L") executed by Wireless Village, certifying as to
the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b)
hereof;
(d) Certificates representing the Shareholders of Wireless Village shall
have been, or shall at the Closing be, validly delivered and transferred to the
Concierge, free and clear of any and all Liens, together with appropriate stock
powers executed by the Wireless Village Shareholders;
(e) Wireless Village shall have delivered to Concierge the final audited
Balance Sheet and Statement of Income as of the period ending September 30,
2007. All loans payable to shareholders, officers, directors or affiliates shall
have been adjusted to a zero balance through reclassification to paid-in
capital.
(f) Wireless Village shall have delivered to Concierge the true and correct
copy of the special meeting of shareholders on that certain Exhibit P which
confirms that each of Shareholders of Wireless Village has had an opportunity to
ask questions and receive answers with respect to this Agreement and the
Transaction contemplated hereby, and to review any documentation as may be
requested from Wireless Village or Concierge, and further confirming that each
of them has read, understood, and complied with the provisions of Section 4.18
as contained herein.
(g) Concierge shall have received prior to or on the Closing Date, a
listing of all domain names registered to Wireless Village, and any domain names
registered to Xxxx Xxxx that pertain to Wireless Village that are to be
reassigned to Wireless Village, together with the name of the Registrar, the
name and contact information for web-hosting of any registered domain name
(including "xxxxxxxxxxxxxxx.xxx") that is the subject of this Agreement, user
identifications, passwords and other such access information as required to
effectuate a presence on the World Wide Web, renew registrations, change
Registrars, alter hosting locations, establish security or commercial enterprise
via the Internet, and all other such functions as are available to owners of
domain names and/or websites, to be attached hereto as "Exhibit M").
(h) Wireless Village shall have, at the time of closing, no less than Forty
Five Thousand Dollars ($45,000) in cash on hand as confirmed by Wireless
Village's validly existing account at US Bank in Cleveland, Ohio. Such funds
shall be free of all liens, encumbrances, off-sets and claims of any kind as of
the Closing Date.
7.3 Conditions Precedent to Obligations of Seller. The obligations of
Wireless Village to consummate the Transaction contemplated by this Agreement
are subject to the fulfillment, prior to or on the Closing Date, of each of the
following conditions (any or all of which may be waived by Wireless Village in
whole or in part to the extent permitted by applicable Law):
(a) Except for the facts, events or changes arising or occurring between
the date hereof and the Closing Date which are expressly permitted by this
Agreement, all representations and warranties of Concierge contained herein
18
Exhibit 10.2
shall be true and correct as of the date hereof; and except for facts, events or
changes arising or occurring between the date hereof and the Closing Date which
are expressly permitted by this Agreement., all representations and warranties
of Concierge contained herein qualified as to materiality shall be true and
correct, and the representations and warranties of Concierge contained herein
not qualified as to materiality shall be true and correct in all material
respects, at and as of the Closing Date with the same effect as though those
representations and warranties had been made again at and as of that time;
(b) Concierge shall have performed and complied in all material respects
with all obligations and covenants required by this Agreement to be performed or
complied with by it on or prior to the Closing Date;
(c) Wireless Village shall have been furnished with certificates (dated as
of the Closing Date and in the form and substance reasonably satisfactory to
Seller, and attached hereto as "Exhibit N") executed by Concierge, certifying as
to the fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b)
hereof;
(d) An instruction to the registered transfer agent of Concierge shall have
been conveyed instructing certificates representing the 5,000,000 shares of
Concierge Series A Convertible, Voting Preferred Stock, the Concierge Shares, be
validly delivered to and duly recorded in the name of the Shareholders of
Wireless Village, free and clear of any and all Liens;
(e) There shall not have been any Material Adverse Change with respect to
the operations of Concierge and the reporting status of the corporation and the
listing of its securities on the Over-The-Counter Bulletin Board shall be
current and in good standing.
ARTICLE VIII
CLOSING AND MISCELLANEOUS PROVISIONS
8.1 At Closing. The Closing shall take place prior to April 30, 2008, or
such later date as may be amended by mutual consent of the parties hereto, and
at such time as Wireless Village has fulfilled to Concierge and Concierge has
fulfilled to Wireless Village those obligations as detailed in Sections 7.1, 7.2
and 7.3 as contained herein.
8.2 Survival of Representations and Warranties. The parties hereto hereby
agree that the representations and warranties of Wireless Village and of
Concierge shall survive the execution and delivery of this Agreement, and the
Closing hereunder, regardless of any investigation made by the parties hereto,
for a period of two years following the Closing. Any claims or actions with
respect to any representation or warranty that survives the execution and
delivery of this Agreement and the Closing hereunder shall terminate unless,
within 2 years after the Closing Date, written notice of such claims is given to
the other party or such actions are commenced.
19
Exhibit 10.2
8.3 Expenses. Except as otherwise provided in this Agreement, Wireless
Village and Concierge shall each bear its own expenses incurred in connection
with the negotiation and execution of this Agreement and each other agreement,
document and instrument contemplated by this Agreement and the consummation of
the Transaction contemplated hereby and thereby.
8.4 Further Assurances. Wireless Village and Concierge each agrees to
execute and deliver such other documents or agreements and to take such other
action as may be reasonably necessary or desirable for the implementation of
this Agreement and the consummation of the Transaction contemplated hereby.
8.5 Entire Agreement: Amendment and Waivers. This Agreement (including the
exhibits hereto), represent the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought. No information disclosed in any section of this Agreement or
its exhibits shall be deemed to have been disclosed for purposes of any other
section without being specifically cross-referenced in such section. No action
taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by Law.
8.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the Laws of the State of Nevada (without application of its
principles of conflicts of laws).
8.7 Table of Contents and Headings. The table of contents and section
headings of this Agreement are for reference purposes only and are to be given
no effect in the construction or interpretation of this Agreement.
8.8 Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally or
mailed by certified mail, return receipt requested, to the parties (and may also
be transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):
20
Exhibit 10.2
If to Wireless Village, to:
Wireless Village, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 0000X
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxx
Email: xxxx@xxxxxxxxxxxxxxx.xxx
Facsimile: 440. 808.8892
If to Concierge, to:
Concierge Technologies, Inc.
00000 Xxxxxxx Xxx
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Email: xxxxxxxx@xxxxxxxxxxx.xxx
Facsimile: 818.610.0313
With a copy to:
Xxxxxx Xxxx LLC
1000 Bank of Oklahoma Plaza
000 Xxxxxx X. Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
Facsimile: 405.232.8384
8.9 Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.
8.10 Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity not a party to this
Agreement except as provided below. No assignment of this Agreement or of any
rights or obligations hereunder may be made by either Wireless Village or
Concierge (by operation of Law or otherwise) without the prior written consent
of the other parties hereto and any attempted assignment without the required
consents shall be void.
21
Exhibit 10.2
IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be
executed by themselves or their respective officers, duly authorized, as of the
date first written above.
Concierge Technologies, Inc.
/s/ Xxxxx X. Xxxx
By: ________________________________
Xxxxx X. Xxxx, Chairman
Wireless Village, Inc.
/s/ Xxxx Xxxx
By: ________________________________
Xxxx Xxxx, President
And as Individuals
/s/ Xxxx Xxxx /s/ Xxxxxx Xxxxx
----------------------------- ------------------------
Xxxx Xxxx Xxxxxx Xxxxx
22
Exhibit 10.2
The Shareholders of Wireless Village IN WITNESSWHEREOF, hereto have caused
this Agreement to be executed by themselves as of the date first written above.
Shareholders of Wireless Village:
-------------------------------------- -----------------------------------------
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxxxx Xxxxxxx Print name: Xxxxxx X. Xxxxx
-------------------------------------- -----------------------------------------
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxxxx Xxxxxxxxxx Print name: Xxxx Xxxxxxxx
-------------------------------------- -----------------------------------------
/s/ Xxxx Xxxxxx /s/ Xxx Xxxxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxx Xxxxxx Print name: Xxx Xxxxxx
-------------------------------------- -----------------------------------------
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxxx Xxxxxxx Print name: Xxxxxxx Xxxx
-------------------------------------- -----------------------------------------
/s/ Xxxx Xxxx /s/ Xxxxxx Xxxxxxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxx Xxxx Print name: Xxxxxx Xxxxxxxx
-------------------------------------- -----------------------------------------
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
Signature: ____________________ Signature: ____________________
Print name: Xxxxxx Xxxxx Print name: Xxxxxx Xxxxxxxxx
-------------------------------------- -----------------------------------------
23
