Exhibit 10(iii)
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into effective the date and year
last executed by a Party hereto (the "Effective Date") and is by and, among
XXXXX XXXXX, an individual ("Xxxxx'), Xxxxxx Xxxxxx, an individual ("Ingra"')
and Xxxx Xxxxxx an individual ("Xxxxxx") [Zabel, Ingram, and Xxxxxx hereinafter
sometimes referred to collectively as the "Shareholders"], SUPPORT24, an
Oklahoma Corporation ("Support24") and BROADBAND WIRELESS INTERNATIONAL
CORPORATION, a Nevada corporation ("BroadBand").
WHEREAS, Support24 has authorized Fifty Thousand (50,000) shares of stock and
has issued and outstanding Three Thousand Five Hundred (3,500) shares of fully
paid and nonassessable shares of common stock (the "Support24 Stock")
representing One Hundred percent (100%) of the issued and outstanding interest
in Support 24;
WHEREAS, Zabel, Ingram, and Xxxxxx own One Hundred percent (100%) of the issued
and outstanding Support24 Stock;
WHEREAS, BroadBand is interested in acquiring One Hundred percent (100%) of the
outstanding Support24 Stock pursuant to the terms and conditions described
herein; and
WHEREAS, Zabel, Ingram, and Xxxxxx are interested in transferring One Hundred
percent (100%) of the Support24 stock to BroadBand pursuant to the terms and
conditions herein described and for the consideration set out herein.
NOW, THEREFORE, for the consideration described herein and for other good and
valuable consideration, the receipt and sufficiency of all of which all parties
hereto affirm, the parties hereto agree as follows:
1. Transfer of Support24: On the Effective Date, Zabel, Ingram, and
Xxxxxx transfer an amount of shares of the Support24 Stock
representing One Hundred percent (100%) of the issued and
outstanding shares as of the Effective Date to BroadBand.
2. Transfer of BroadBand Stock, On the Effective Date, BroadBand
will transfer to Zabel, Ingram, and Xxxxxx, in the allocations
described below, Seven Hundred Thousand (700,000) shares of
BroadBand unissued or treasury shares of the common stock of
BroadBand:
Support24 Shareholder Amount of BroadBand Stock
Xxxxx Xxxxx 325,000
Xxxxxx Xxxxxx 275,000
Xxxx Xxxxxx 100,000
Total 700,000
3. Participation in BroadBand Debenture. As additional consideration
for the transfer of the Support24 Stock to BroadBand, Support24
shall be issued Five Hundred Thousand and no/ 100 Dollars
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($500,000.00) of BroadBand's one-year twelve percent (12%)
subordinated non-dilutable debentures (the "BroadBand
Debentures"), issued in Twenty-Five Thousand Dollar ($25,000.00)
increments, for the sole purpose of the We of the BroadBand
Debentures to outside qualified capital investors to raise
working capital for Support24 operations. It is provided,
however, that any monies received on the sale of the BroadBand
Debentures will be allocated eighty percent (80%) to Support24
and twenty percent (20%) to BroadBand or its assign. The
BroadBand Debenture will be convertible into BroadBand's unissued
or treasury shares of the common stock of BroadBand for a price
equal to seventy-five percent (75%) of the per share closing
market price of such BroadBand common stock on the date prior to
the issuance of the BroadBand Debentures. The Shareholders and
Support24 represent and warrant to BroadBand, its officers,
directors and shareholders, that any transfer or sell of a
BroadBand Debenture shall be in compliance with all applicable
federal and state securities laws or other laws governing or
restricting the sale or transfer of securities and shall be made
only to sophisticated and knowledgeable investors.
4. Restriction on BroadBand Stock. The Shareholders and Support24
recognize and acknowledge that the shares of BroadBand stock
received as consideration for this transaction and the shares of
BroadBand that maybe received pursuant to any conversion of a
BroadBand Debenture (as described in Paragraph 3, above) will be
subject to various restrictions on sale and/or transfer
including, but not limited to, the restrictions imposed by 17 CFR
ss.230,144.
5. Control and 0peration of Support24 Employment Agreement. It is
the intent and purpose of the BroadBand to allow the current
management of Support24 to continue to control the day to day
operations of Support24 including, but not limited to, the
production, marketing, sale, and maintenance of Support24
products and the management of other normal and usual matters
relating to Support24. On this even date, Zabel, Ingram, and
Xxxxxx will enter into an employment agreement with Support24, in
a form and containing substantially the identical terms as
contained in Exhibit "A" (attached hereto and made a part
hereof).
6. Zabel, Ingram, and Xxxxxx jointly and severally represent and
warrant to BroadBand as follows:
1. Organization and Good Standing: Support24 is a, corporation
duly organized, validly existing and in good standing under
the laws of Oklahoma, with full corporate power and
authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations.
Support24 is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
state or other jurisdiction in which either the ownership or
use of its properties owned or used by it, or the nature of
the activities conducted by it, requires such qualification,
2. Books and Records: Support24's books of accounts, minute
books, stock record books, and other records are complete
and correct and have been
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maintained in accordance with sound business practices. The
minute books contain accurate and complete records of all
meetings held of and corporate action taken by, the
shareholders of Support24.
3. Titles to Properties, Encumbrances: Support24 owns (with
good and marketable title in the case of real property) all
the properties and assets (whether real, personal, or mixed
and whether tangible or intangible) that it purports to own
or as reflected as owned in the books and records of
Support24, including all of the properties and assets
reflected in the balance sheet and other financial
statements of Support24.
4. Accounts Receivable: All accounts receivable of Support24
are reflected on its balance sheet at on the accounting
records and, subject to any reserves reflected on its
financial statements, will be collectable in full, without
any set-of, within ninety (90) days after the date such
accounts shall be due and payable.
5. No Undisclosed Liabilities: Except as set forth on Exhibit
"B" (attached hereto and made a part hereof), Support24 has
no liabilities or obligations of any nature (whether known
or unknown and whether absolute, accrued, contingent, or
otherwise).
6. Taxes Support24 has filed or caused to be filed on a timely
all tax returns, whether federal, state or local, that are
or were required to be, filed by or with respect to any of
them. Support24 has paid, or made provision for the payment
of all taxes whether federal, state or local, that have or
may become due.
7. Legal Proceedings: No legal proceeding has been commenced by
or against Support24. To the best knowledge of Zabel,
Ingram, or Xxxxxx no such legal proceeding has been
threatened and no event has occurred or circumstances exists
that may give rise to or serve as a basis for the
commencement of any such legal proceeding.
8. Support24 is, and at all times has been, in full compliance
with all applicable terms and requirements, of each and
every contract under which Support24 has or had any
obligations or by which Support24 was bound and no event or
circumstances exists that (with or without notice or lapse
of time) may contravene, conflict with, or result in a
violation or breach of, or give any third party the right to
declare, a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel
terminate, or modify, and Support24 contract.
1. Intellectual Property. Support24 is the owner of all
right, title, and interest in and to each of its
intellectual properties, free and clear of all liens,
security interests, charges, encumbrances, equities,
and other adverse claims, and has the right to use
without payment to any third party, all of its
intellectual parties. For purpose of this Agreement,
"intellectual property" shall include:
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1. all fictional business names, trade names, registered,
and unregistered trademarks, service marks, and
applications;
2. all patents, patent applications, and inventions and
discoveries that may be patentable;
3. all copyrights in both published works and unpublished
works; and
4. all know-how, trade secrets, confidential information,
customer lists, software programming, technical
information, data, process technology, plans, drawings,
blue prints, and designs owned, used or licensed by
Support24.
7. Indemnification of BroadBand by Shareholders: Zabel, Ingram,
and Xxxxxx jointly and severally, jointly and severally
indemnify and hold harmless BroadBand and its stockholders,
officers, directors, and affiliates from, and will pay to
the such indemnified entities the amount of, any loss,
liability, claim, damage (including incidental and
consequential damages), expense (including costs of
investigation and defense and reasonable attorneys' fees and
costs) or diminution of value, whether or not involving a
third-party claim, arising, directly or indirectly, from or
in connection with any breach of any representation or
warranty made by Shareholders or Support24.
8. Entire Agreement. This Agreement constitutes the full,
entire and integrated agreement between the Parties hereto
with respect to the subject matter hereof, and supercedes,
all prior negotiations, correspondence, understandings and
agreements among the parties hereto respecting the subject
matter hereof.
9. Assignability. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other
parties hereto.
10. Binding Effect: Benefit. This Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their
respective heirs, personal and legal representatives,
guardians, successors and/or assigns. Nothing in this
Agreement, express or implied, is intended to confer upon
any other person any rights, remedies, obligations or
liabilities.
11. Amendment: Waiver, No provision of this Agreement may be
amended, waived or otherwise modified without the prior
written consent of all of the parties hereto.
12. Section Headings. The section and other headings contained
in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
13. Applicable Law. This Agreement is made and entered into, and
shall be governed by and construed in accordance with, the
laws of the State of Oklahoma.
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14. Counterpart . This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same
agreement.
AGREED TO EFFECTIVE the year and date last executed by a Party hereto.
"SUPPORT 24" "BROADBAND"
Support 24 BroadBand Wireless
International Corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------- --------------------
Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxx
Title:_______________ Title: President
Date: 2/25/00 Date: 2-25-00
"SHAREHOLDERS"
/s/ Xxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxx
Date: 2/25/00
/s/ Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
Date: 2-25-2000
Name: Xxxx Xxxxxx
Date:_______________
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