PURCHASE AND SALE AGREEMENT
Exhibit
10.1
This
Purchase and Sale Agreement (the “Agreement”) is entered into
on March 14, 2008, by and between certain shareholders of Calypso Wireless, Inc.
(the “Sellers”),
represented by Xx. Xxxxxxx Xxxxxxx, a specific Seller named Molca, and certain
investors (the “Buyers”), represented by Xx.
Xxxx X. Xxxxxx (Xx. Xxxxxxx and Xx. Xxxxxx shall be referred to herein as the
“Representatives”), and
Calypso Wireless, Inc., a Delaware corporation (the “Company”) (collectively the
“Parties”).
WHEREAS, the Buyers wish to
purchase shares of common stock (“Common Stock”) of the Company
and have provided an offer to purchase such Common Stock;
WHEREAS, Sellers wish to sell
or transfer 37,500,000 shares of Common Stock to the Buyers (the “Shares”), 10,000,000 shares to
the Consultants and 27,500,000 shares to Drago Daic;
WHEREAS, the Parties hereby
enter into a mutually beneficial, binding, and enforceable
Agreement;
and
WHEREAS, many corporate
decisions that affect the daily affairs of the Company must be promptly made,
time is of the essence;
NOW THEREFORE, the Parties
further agree to the conditions and terms for the sale and purchase of the
Shares as follows:
1. The
Parties agree to engage, at Buyer’s sole cost and expense, U. S. Bank National
Association, 0000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX, 00000, Attn: Xxxxxx X.
Xxxxxx,
Vice
President, (the “Escrow
Agent”) to hold the initial funds deposited by Buyers in escrow for the
purchase of the Shares. The Parties will take all necessary action to have the
Escrow Agent appointed to serve in that capacity, as herein
provided.
2. The
Parties further agree that this Agreement will not be effective and/or
enforceable until such time as the Representatives, Molca and the Company have
executed this Agreement.
3. The
Parties agree that the Escrow Agent is an independent, third party escrow agent
that has been mutually agreed upon by all Parties to effectuate the purchase and
sale of the Shares through a mutually agreeable escrow arrangement (the “Escrow Account”). The Buyers
will engage the Escrow Agent on or before March 17, 2008. The Sellers
will be responsible for the payment of the legal fees accrued in connection with
the drafting of and negotiation of this Agreement and the settlement of the
Lawsuits (defined below) by The Loev Law Firm, PC ($20,000) and Xxxx Xxxxxx
($20,000) and certain fees and expenses incurred by D.E. Wine Investments, Inc.
(an affiliate of the (Consultants) ($60,000), which fees total $100,000, and
which fees will be taken out of the purchase price of the Initial Shares as
described below and paid to the Consultants (the “Fees”).
4. The
Buyers will purchase from Sellers 37,500,000 shares of Common Stock for an
aggregate of $1,687,500 ($0.045 per share), within ten (10) business days of
execution of this Agreement as described below:
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(a)
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A
total of 30,937,311 Shares (the “Initial Shares”) will be
purchased from the Sellers for a total of $1,392,179 (the “Initial Deposit”), which
Initial Shares will be provided to the Company’s Transfer Agent,
Continental Stock Transfer (the “Transfer Agent”) for
reissuance in the name of the Buyers (as provided by the Buyer’s
Representative)(the “Reissuance”) and sent to
the Escrow Agent in the names of the Buyers after the Initial Deposit is
made, which Initial Deposit shall be deposited into the Escrow Account
within ten (10) business days from the date of this
Agreement;
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(b)
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A
total of 4,090,000 Shares (the “1st Remaining Shares”) will
be purchased from Molca within Twenty (20) days of the date of this
Agreement for a total of $184,050 (the “ 1st Remaining Deposit”),
which 1st Remaining Shares will be provided to the Transfer Agent for
reissuance in the name of the Buyer (as provided by the Buyer’s
Representative), which shares shall be reissued after notice from the
Escrow Agent to the Transfer Agent of the receipt of such 1st Remaining
Deposit, and which 1st Remaining Shares shall then be sent to the Escrow
Agent, provided however that the remaining payment (the "1st Remaining
Payment") will be deposited into the Escrow Account within ten (10)
business days of the date of this Agreement; and
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(c)
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A
total of 2,472,689 Shares (the “2nd Remaining Shares”) will
be purchased from Molca within thirty (30) days of the date of this
Agreement for a total of $111,271 (the “2nd Remaining Deposit”),
which 2nd Remaining Shares shall be provided to the Transfer Agent for
reissuance in the name of the Buyer (as provided by the Buyer’s
Representative) and sent to the Escrow Agent and the remaining payment
(the "2nd Remaining Payment") will be deposited into the Escrow Account
within thirty (30) days of the date of this Agreement;
and
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(d)
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A
total of $295,321 of the Initial Deposit shall be defined for the purposes
herein as the “Holdback
Amount,” which amount shall be disbursed only after the deposit
with the Escrow Agent of the Remaining Shares as described
below.
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(e)
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A
total of $500,000 of the Initial Deposit shall be paid by the Escrow Agent
to Drago Daic (the “Daic
Funds”), assuming the consummation of the sale of the Initial
Shares as described in further detail
herein.
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5. Buyers
acknowledge that the new Board and Officers are and shall be aware of the
following lawsuits: (1) Cause No. 2004-63048; Drago Daic v. Calypso Wireless,
Inc., Xxxxxx X. Xxxxxxx, and Xxxxx Xxxxxx; In the 151st
Judicial District of Xxxxxx County, Texas and judgment obtained thereto
(the “Daic Lawsuit”);
and (2) styled as Cause No. 2007-75853; Xxxxxxx X. Xxxxxxx, Xxx Allanell,
Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxx Duty, Xxxxxxxx Xxxxxxx, L. Xxxxx Xxxxxxx, Xxxxx
Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Nawarcl, Xxxx Xxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxx,
Xxxxxxxx Xxxxxxx, Xxxx Xxxxxxxxxxxx, and Xxx Xxxxxx vs. Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx
Xxxxxx, In the 281st
Judicial District Court of Xxxxxx County, Texas. (the “Xxxxxxx Lawsuit”). The
Daic Lawsuit and the “Xxxxxxx Lawsuit” are collectively referred to as the
“Lawsuits”.
6. In
addition to the Shares, the Sellers will transfer 27,500,000 shares of Common
Stock to the Transfer Agent to be reissued in the name of Drago Daic and sent to
the Escrow Agent, and the Escrow agent will send $500,000 of the Initial Deposit
to Drago Daic in consideration for the settlement of all legal actions and a
complete release by Drago Daic et. al. in regards to all claims, any and all
judgments, collection efforts and/or legal actions against Xx. Xxxxxx X.
Xxxxxxx, but excluding Xxxxx Xxxxxx, through the Daic Lawsuit (as described
above) or otherwise (the “Daic
Shares”).
7. In
addition to the Shares, Sellers agree to transfer 10,000,000 shares of Common
Stock to the Transfer Agent to be reissued in the name of Coastal Bend Capital
and/or its assigns (“the
Consultants”) for services rendered in connection with (i) the
negotiation of the investment required under this agreement; (ii) the
negotiation and execution of a settlement agreement, release and satisfaction of
judgment, and full and final dismissal with prejudice, between the Plaintiffs in
the Daic Lawsuit and
Calypso Wireless and Xxxxxx X. Xxxxxxx (excluding Xx. Xxxxxx) and (iii)
negotiating the dismissal of the Xxxxxxx Lawsuit against all
Defendants. Sellers and the Company’s current officers and directors
are not responsible for the payment of any funds in connection with the
settlement of the Lawsuits.
8. It
is hereby agreed that the obligations of the Sellers hereunder are contingent
upon such a complete settlement, dismissal with prejudice and broad form release
of all claims that were and/or that could have been asserted against the
Company, it officers, directors, agents, attorneys, and any defendants named in
the Lawsuits and a
Release and Satisfaction of the Judgment obtained in the Daic Lawsuit, more fully
described above, which is a condition precedent to the Sellers having any
obligation and/or liability hereunder and failing which to Sellers satisfaction
on or before March 24, 2008, the Seller’s shall have the sole and absolute right
and discretion to notify the Escrow Agent of such failure upon which such Escrow
Agent is hereby authorized to immediately end the escrow and distribute the
respective shares to Sellers and the money to the Buyers,
respectively.
9. The
Sellers’ agree that the transfer of the Daic Shares and the entering into a
Settlement Agreement between the Company, its officers, directors, agents, and
employees and Xxxxxx X. Xxxxxxx, and Xx. Xxxx as specified in paragraph 7 above
is a condition precedent to the Buyers’ performance hereunder.
10. Upon
the signing of this Agreement the Sellers will immediately and expeditiously
arrange to transfer 68,437,311 shares (Initial Shares, Consultants shares and
Daic Shares) and stock powers to the Transfer Agent for Reissuance. These Shares
shall be deposited with the Transfer Agent on or prior to March 20, 2008 The
Remaining Shares will be delivered to the transfer agent according to 4.(b) and
4(c) above for Reissuance to the Escrow Agent. In the event the
68,437,311 Shares are not delivered to the transfer agent on or prior to March
20, 2008, the Buyers shall have the sole and absolute right and discretion to
notify the Escrow Agent of such failure upon which such Escrow Agent is hereby
authorized to immediately end the escrow and distribute the respective shares to
Sellers and the money to the Buyers, respectively. In the event the
Initial Shares, Consultant shares and Daic shares are delivered to the Escrow
Agent and are thereafter distributed to the Buyers, Consultants and Daic, but
the Remaining Shares are not delivered to the Escrow Agent according to 4(b) and
4(c) above, the Buyers (and/or the agent for the Buyer) shall have the right in
their sole discretion to notify the Escrow Agent to return the Remaining Deposit
to the Buyers. The Sellers will obtain an opinion of counsel,
satisfactory to the Transfer Agent in connection with the Reissuances that all
of the Shares can be validly transferred by the Sellers free of restrictive
legend.
11. Upon
the Sellers acceptance of the Settlement Agreement and related broad form
release of any and all claims against the Company and Xxxxxx X. Xxxxxxx
satisfaction of Judgment documents as to all defendants excluding Xxxxx Xxxxxx,
for the Daic Lawsuit,
the dismissal with prejudice of the Xxxxxxx Lawsuit as to all
defendants and a
complete and broad form release of any and all claims that were and/or that
could have been asserted by the plaintiffs against all named defendants in such Lawsuits, and other conditions
precedent (collectively the “Conditions Precedent”), the
Escrow Agent shall be instructed to transfer the Initial Shares of Common Stock
to the Buyers and the 27,500,000 shares of Common Stock to Xx. Xxxx, the
10,000,000 shares of Common Stock to the Consultants and concurrently to
transfer the Initial Deposit $1,504,679, minus the Fees $100,000 (which Fees
shall be disbursed to The Loev Law Firm, PC, in trust for the Consultants), the
Daic Funds $500,000, to the relevant parties and all required executed documents
to the Sellers. Assuming the Conditions Precedent have occurred and
the sale of the Initial Shares in consideration for the Initial Deposit has
occurred, as provided above, and assuming that the Remaining Shares and the
Remaining Deposit have been deposited into the Escrow Account on or prior to the
thirtieth (30th) day
following the parties entry into this Agreement, the Escrow Agent shall disburse
the Remaining Deposit and the Holdback Amount to the Sellers and the Remaining
Shares to the Buyers.
12.
Remaining Terms of this Agreement include the following:
a.
Sellers will help facilitate the election of the Board Members as disclosed on
Exhibit A
attached hereto, as well as the resignation of the current Board of Directors of
the Company, when all terms of this Agreement have been fully completed and/or
consummated. The current and former Board of Directors and Officers
as set forth below in this subparagraph; continue to have the indemnification
provided to them by the Company. The Board and Officers of the Company currently
consist of the following individuals: Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx
Xxxxxxxxx and Xxxxxx Xxxxxx. The former Board of Directors and
Officers consist of the following individuals: Xxxxx Xxxxxx and Xxxxxx X.
Xxxxxxx. No false allegations will be made regarding Xxxxxx Xxxxxx in any SEC
filing or discussions.
x.
Xxxxxxx will obtain the approval from the existing management members of the
Company to tender their resignations from both executive management and/or
board-of-directors position and will cause a slate of board-of-directors
approved by Buyers, as discussed above, to be appointed as a final act of the
resigning directors of the Company which resignations shall occur immediately
following the full and complete consummation the transactions contemplated
herein.
c. The
new Board and Officers of the Company are exclusively responsible for all SEC
filings of the Company subsequent to the 8K announcing the departure of the
current officers and board members and acknowledge that books and records are
incomplete due to certain bank account information and other information that is
not available to current management. Current executive management and/or
board-of-director members will cooperate with the newly appointed executive
management and board-of-directors of the Company in the turn-over of files and
other information that is currently in their possession that will be required to
bring Calypso Wireless, Inc. current in relationship to its public
filings.
d. Buyers
acknowledge that while the bank accounts of the Company were frozen in an
ownership dispute, entities (the “Entities”) have invested a
total of $301,600 to pay the Company's expenses directly to attorneys,
employees, and others. The Buyers and Seller agree that the payment of such
expenses shall be the sole and absolute duty of the Sellers’ and the Buyers nor
the Company shall have any liability for such expenses whatsoever.
e. The
Sellers agree to provide the Buyers a detailed listing of all expenses incurred
by the Company’s officers and Directors and fees incurred by the Company from
the period from November 30, 2007 to the date of this Agreement within five (5)
days from the date this Agreement is entered into.
13.
Acknowledgments and representations of the Sellers:
The Sellers acknowledge and represent
that:
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they
are not “affiliates” of the Company as such term is defined under Rule 501
of the Securities Act of 1933, as amended;
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they
are not under common control;
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they
own the Shares free and clear of any encumbrances; and
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They
agree and covenant not to xxx the Buyers, Zimmerman, Axelrad, Meyer,
Stern, & Wise, P.C., The Xxxxx Law Firm, P.C., Xx.
Xxxx, The Loev Law Firm, PC, Xxxxxxxx Xxxxxxx, the Consultants
and Xxxx Xxxxxx and/or Daltons Creations, LLC, Xxxxx Xxxxxx, Xxxxxx
Xxxxxx, D.E. Wine Investments, Inc., Coastal Bend Capital, Xxxxxxx Xxxxxx
and Xxxx Stakes (collectively the “Brokers,” who have and/or will serve as
brokers in connection with the purchase of the Shares by the Buyers) for
any claims, causes of action, demands, liability, damages, in law and/or
in equity, known and/or unknown, for any and claims including negligence,
tort, breach of contract. This Covenant not to Xxx is to be
construed as broadly as possible to encompass any claims and/ or causes of
action, other than causes of actions for intentional misconduct. This
Covenant not to Xxx does not include or encompass any of the obligations
or representations required under this
Agreement.
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Except as
set forth herein, Sellers make no other representations or warranties regarding
the Company or its shares of Common Stock.
14. Acknowledgements
and representations of the Buyers:
The Buyers acknowledge and represent
that:
The
current and former Board of Directors and Officers as set for the below in this
subparagraph, continue to have the indemnification provided to them by the
Company to the fullest extent provided by applicable law and the Buyers agree to
use their best efforts to cause the Company to provide such indemnification and
to indemnify, defend and hold harmless such persons from and against all costs,
fees and expenses arising subsequent to this Agreement on any matter relating to
or in connection with such persons serving in such capacities for the Company.
The Buyers hereby agree and covenant not to xxx the Sellers and any current
and/or former Board of Directors and Officers, for any claims, causes of action,
demands, liability, damages, in law and/or in equity, known and/or unknown, for
any and claims including negligence, tort, breach of
contract. Further, the Buyers hereby release, the Sellers and current
and former Directors and Officers including Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxxx, the
Consultants, the Brokers, and The Loev Law Firm, PC for any claims, causes of
action, demands, liability, damages, in law and/or in equity, known and/or
unknown, for any and claims including negligence, breach of fiduciary duties,
tort, and/or breach of contract, provided however that the release given in this
paragraph shall not apply to any intentional misconduct by the Sellers or the
former Officers and Directors. This Covenant not to Xxx and
Release is to be construed as broadly as possible to encompass any claims and/
or causes of action, other than causes of actions for intentional misconduct as
disclaimed above. This Release and Covenant not to Xxx does not include or
encompass any of the obligations or representations required under this
Agreement. The Buyers further represent and warranty that they will
not, directly and/or indirectly, make any false allegations regarding Xxxxxx
Xxxxxx in any SEC filing or discussions.
15.
Acknowledgements and representations as to the Company. The Company
has fully disclosed in its SEC filings all known information relating to matters
involving the Company or its assets or its present or past operations or
activities. The Company has 200,000,000 authorized shares and the
number of outstanding shares that are included in the 9/30/2007
10-QSB. All issued and outstanding shares, excluding the shares
issued to Voice to Phone and Xxxxxx Technologies, are legally
issued, fully paid, and non-assessable and not issued in violation of the
preemptive or other rights of any person. The Company has not amended
its Articles of Incorporation or Bylaws. The information contained in the
Company’s previously filed periodic reports, as amended, on XXXXX (including
historical financial information) is accurate and correct as of the date of this
Agreement, and does not contain any misrepresentations nor do such reports fail
to disclose any information available to current management excluding bank
statements and other information not available which could include malfeasance
not currently known to management which could make such reports materially
misleading or false.
16. Sellers
represent that neither the Sellers nor current management of Calypso Wireless,
Inc. has caused the issuance of any additional shares of common stock and that
there are 189,256,534 shares of issued and outstanding common stock of Calypso
Wireless, Inc., regardless of share class as filed in the 9/30/2007 10QSB or
that has not been fully disclosed in this Agreement.
17. The
Sellers agree to work with the Buyers and the Company on an acceptable SEC
filing related to the change in management and control and the required filings
regarding departures of directors and officers upon full and complete
consummation of all terms of this Agreement. Such filing shall be acceptable to
the Parties, but prepared and filed at Buyers’ expense.
18. THE
PARTIES ACKNOWLEDGE THAT THEY ARE NOT RELYING ON ANY REPRESENTATION BY ANY OTHER
PARTY, AGENTS REPRESENTATIVES, OR ATTORNEYS WITH REGARD TO (1) THE SUBJECT
MATTER OF THIS AGREEMENT; OR (2) ANY OTHER FACTS OR ISSUES WHICH MIGHT BE DEEMED
MATERIAL TO THE DECISION TO ENTER INTO THIS AGREEMENT. The parties acknowledge
that they are each represented by attorneys; the Sellers are represented by
Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., the Buyers are represented
by The Loev Law Firm, P.C., and the Company is represented by the Frayr Lawfirm,
P.C. The Parties are not relying on representations, opinions, and/or
any other statements made and/or prepared by the other party’s
attorneys. The Parties acknowledge that Zimmerman, Axelrad, Meyer,
Stern, & Wise, P.C. is not performing any due diligence with respect to this
Agreement, any representations and/or warranties made herein, is not providing
any tax and/or securities law advice and has instructed its client to engage
separate and independent securities and/or tax law advice with
respect to this Agreement. The Parties further acknowledge that
the Company and the Sellers waive any conflict of interest in having Zimmerman,
Axelrad, Meyer, Stern, & Wise, P.C.. represent the Sellers herein, and the
Sellers and the Company have and do agree that it is in their respective best
interests for Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C. to so
act. This representation and waiver of conflict has been made to induce
Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C... to represent the
Sellers hereunder and the Company, Sellers and Buyers hereby release
Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C. from any liability arising
out of its representation of Sellers herein and the Sellers and Buyers hereby
agree to cause the Company to release such law firm from any liability arising
out of its representation of Sellers herein.
The
Parties acknowledge that The Xxxxx Law Firm, P.C. is representing the
Company. The Parties acknowledge that The Xxxxx Law Firm, P.C. is not
performing any due diligence with respect to this Agreement, any of the
representations and/or warranties made herein, is not providing any tax and/or
securities law advice and has instructed its client to engage separate
securities and/or tax law advice with respect to this
Agreement. The Parties further acknowledge that the Company and
the Sellers waive any conflict of interest in having The Xxxxx Law Firm, P.C.
represent the Company herein, and the Sellers and the Company have and do agree
that it is in their respective best interests for The Xxxxx Law Firm, P.C. to so
act. This representation and waiver of conflict has been made to induce
The Xxxxx Law Firm, P.C. to represent the Company hereunder and the Company,
Sellers and Buyers hereby release The Xxxxx Law Firm, P.C. from any liability
arising out of its representation of the Company herein and the Sellers and
Buyers hereby agree to cause the Company to release such law firm from any
liability arising out of its representation of the Company herein.
The
Parties acknowledge that The Loev Law Firm, PC, is not performing any due
diligence with respect to this Agreement, any representations and/or warranties
made herein, and is not providing any tax law advice, nor any securities law
advice whatsoever to the Sellers, the Buyers or the Company. The
Company, Sellers and Buyers hereby release The Loev Law Firm, PC, from any
liability arising out of its representation of the Buyers herein and the Sellers
and Buyers hereby agree to cause the Company to release such law firm from any
liability arising out of its representation of the Buyer herein.
19. None
of the parties are relying upon any purported legal duty, even if one might
exist, which existence is denied, on the part of any other Party (or such other
party’s employees, agents, representatives, or attorneys) to disclose any
information in connection with the execution of this Agreement, or its
preparation, it being expressly understood and agreed that no lack of
information on the part of another Party is a ground for challenging this
Agreement.
20.
Multiple Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A copy of this
Agreement signed by one Party and faxed to another Party shall be deemed to have
been executed and delivered by the signing Party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
21. This
Agreement supersedes all prior agreements, written or oral, between the parties.
It is understood that all future rights and obligations of the Parties as to
each other shall be governed solely by this Agreement.
22. If
any term or provision of this Agreement shall be determined to be unenforceable
or
invalid
or illegal in any respect, the unenforceability, invalidity or illegality shall
not affect any other term or provision of this Agreement, but this Agreement
shall be construed as if such unenforceable, invalid, or illegal term or
provision had never been contained herein.
23. This
Agreement may not be modified, amended or terminated orally. No modification,
amendment, or termination, or any waiver of any of the provisions of this
Agreement, shall be binding unless same is in writing and signed by the person
against whom such modification, amendment or waiver is sought to be
enforced.
24. The
parties agree to execute any and all documents reasonably necessary to
effectuate the provisions of this Agreement. The parties agree that
the Representatives shall execute this Agreement initially on behalf of the
Buyers and Sellers, respectively, which Representatives shall bind their
respective parties to the terms of this agreement; provided that it shall be a
condition precedent to the release of the Initial Deposit and the Shares from
the Escrow Account, as provided above, that all of the Buyers and Sellers shall
execute this Agreement as provided below.
25. This
Agreement is governed by the laws of the State of Texas and represents the
entire agreement and understanding between the Parties. None of the Parties
shall make any public announcement pertaining to this Agreement without the
written consent of the representatives of the Parties. This Agreement may only
be amended or modified by written instrument signed by the Parties hereto. This
Agreement may be executed in multiple original counterparts and digital or
facsimile signed copies will be the same as an original.
26. This
document and Agreement shall constitute a compromise and/or an offer to
compromise pursuant to Rule 408 of the Texas and Federal Rules of
Evidence.
[Remainder
of page left intentionally blank. Signature page follows.]
Purchase
and Sale Agreement
Page 9 of
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Agreed
and Accepted:
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Representative
for Buyers:
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/s/
Xxxx X.
Xxxxxx
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Xxxx
X. Xxxxxx
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Buyers:
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Date:
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By:___________________________
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Printed
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(Additional
signature pages of the Buyers may be attached hereto
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at
the end of this Agreement if
necessary)
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Purchase
and Sale Agreement
Page 10
of 13
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Representative
for Sellers:
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/s/
Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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Sellers:
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Date:
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By:___________________________
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(Additional
signature pages of the Sellers may be attached hereto
at
the end of this Agreement if necessary)
Purchase
and Sale Agreement
Page 11
of 13
Calypso Wireless, Inc.
specifically as to paragraph 15
By: /s/
Xxxxxx X. Xxxxxx
Its:________________________
Printed
Name: Xxxxxx X. Xxxxxx
Date:
Xxxxx 00, 0000
Xxxxxxxx
and Sale Agreement
Page 12
of 13
Exhibit
A
Board of
Directors
Officers
Purchase
and Sale Agreement
Page 13
of 13
