Stock Purchase Agreement
This stock purchase agreement ("Agreement") is made as of February 11,
2001, by World Wide Wireless Communications, Inc., a Nevada corporation (the
"Company"), and Xxxxxx X. Xxxxxxx ("Investor"), who agree as follows.
1. Purchase and Sale of Stock.
1.1. Sale and Issuance of Common Stock.
1.1.1. On or prior to the Closing (as defined below), the Company will
have authorized the sale and issuance to the Investor two million
(2,000,000) shares of common stock for the purchase price of twelve and one
half cents ($0.125) per share (the "Common Stock").
1.1.2. Subject to the terms and conditions of this Agreement, Investor
will purchase at the Closing and the Company will sell and issue to
Investor at the Closing the Common Stock.
1.2. Closing. The purchase and sale of the Common Stock will take place at
the offices of Xxxxx & Lardner, Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
Xxxxxxxxxx, 00000, on February __, 2001, or at such other time and place as the
Company and Investor mutually agree (time and place are designated as the
"Closing"). At the Closing the Company will deliver to Investor a certificate
representing the Common Stock that Investor is purchasing against payment of the
purchase price therefor by check or wire transfer, or any combination thereof.
2. Representations and Warranties of the Company. The Company hereby represents
and warrants to Investor that:
2.1. Organization, Good Standing and Qualification. The Company 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
carry on its business as now conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure to so qualify would have a material adverse effect on its business or
properties.
2.2. Capitalization and Voting Rights.
2.2.1. Common Stock. The Company is authorized to issue 100,000,000
shares of common stock, $0.001 par value. There are 89,417,799 shares of
common stock outstanding.
2.2.2. Preferred Stock. The Company's certificate of incorporation
does not presently authorize the Company to issue any class of stock other
than common stock.
2.2.3. The outstanding shares of Common Stock are all duly and validly
authorized and issued, fully paid and nonassessable, and were issued in
accordance with the registration
or qualification provisions of the Securities Act of 1933, as amended (the
"Act") and any relevant state securities laws, or pursuant to valid
exemptions therefrom.
2.3. Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the
Company hereunder and thereunder, and the authorization, issuance, sale and
delivery of the Common Stock being sold hereunder has been taken or will be
taken prior to the Closing, and this Agreement constitutes valid and legally
binding obligations of the Company, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies.
2.4. Commission Filing. The Company has prepared and filed with the
Securities and Exchange Commission (the "Commission") a registration statement,
and amendment or amendments thereto, on Form SB-2, for the registration of the
Common Stock under the Securities Act of 1933, as amended (the "Act"), which
registration statement and amendment or amendments have been prepared by the
Company in conformity with the requirements of the Act, and the rules and
regulations of the Commission under the Act.
2.5. Valid Issuance of Common Stock. The Common Stock that is being
purchased by the Investor hereunder, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable.
2.6. Commission Filings. The Company has filed with the Commission all
forms, reports and documents required to be filed by the Company with the
Commission since June 30, 2000 (collectively, the "Company Commission Reports").
The Company Commission Reports, including those filed after the date of this
Agreement until Closing, (i) at the time filed, complied or will comply in all
material respects with the applicable requirements of the Securities Act, and
the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be,
and (ii) did not or will not at the time they were or will be filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated in the Company Commission Reports
or necessary in order to make the statements in the Company Commission Reports,
in the light of the circumstances under which they were made, not misleading.
3. Representations and Warranties of Investor. Investor hereby represents and
warrants that Investor has full power and authority to enter into this Agreement
and that this Agreement constitutes its valid and legally binding obligation,
enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
-2-
4. Conditions of the Company's Obligations at Closing. The obligations of the
Company to Investor under this Agreement are subject to the fulfillment on or
before the Closing of each of the following conditions by that Investor:
4.1. Representations and Warranties. The representations and warranties of
the Investor contained in Section 3 will be true on and as of the Closing with
the same effect as though such representations and warranties had been made on
and as of the Closing.
4.2. Payment of Purchase Price. The Investor will have delivered the
purchase price specified in Section 1.2.
5. Miscellaneous.
5.1. Survival of Warranties. The warranties, representations and covenants
of the Company and Investor contained in or made pursuant to this Agreement will
survive the execution and delivery of this Agreement and the Closing and will in
no way be affected by any investigation of the subject matter thereof made by or
on behalf of the Investors or the Company.
5.2. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement will inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of any Common Stock). Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.
5.3. Governing Law. This Agreement will be governed by and construed under
the laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California.
5.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
5.5. Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
5.6. Notices. Unless otherwise provided, any notice required or permitted
under this Agreement will be given in writing and will be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or at such other address as such party may
designate by ten (10) days' advance written notice to the other parties.
5.7. Finder's Fee. Each party represents that it neither is nor will be
obligated for any finders' fee or commission in connection with this
transaction. Investor agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in
-3-
the nature of a finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which such Investor or any of its
officers, partners, employees, or representatives is responsible. The Company
agrees to indemnify and hold harmless Investor from any liability for any
commission or compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is responsible.
5.8. Expenses. Irrespective of whether the Closing is effected, the Company
will pay all costs and expenses that it incurs with respect to the negotiation,
execution, delivery and performance of this Agreement. If any action at law or
in equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party will be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
5.9. Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of a majority of the Common
Stock. Any amendment or waiver effected in accordance with this paragraph will
be binding upon each holder of any securities purchased under this Agreement at
the time, each future holder of all such securities, and the Company.
5.10. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision will be excluded from this
Agreement and the balance of the Agreement will be interpreted as if such
provision were so excluded and will be enforceable in accordance with its terms.
5.11. Aggregation of Stock. All shares of the Common Stock held or acquired
by affiliated entities or persons will be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
5.12. Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and no party will be liable or
bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.
5.13. Waiver of Conflicts. Each party to this Agreement acknowledges that
Xxxxx & Xxxxxxx, counsel for the Company, represented the Company in the
transaction contemplated by this Agreement and has not represented the Investor
or any individual shareholder or employee of the Company in connection with this
transaction.
COMPANY
By:/s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, President
-4-
Address:
World Wide Wireless Communications, Inc.
000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000
INVESTOR
/s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
Address:
---------------------------------
---------------------------------
-5-
