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Exhibit 1.1
Agreement by and between
Lilly Beter Capital Group, Ltd.
and
SATX, Inc.
dated January 16, 2001.
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AGREEMENT
This Agreement is entered into on January 16, 2001, by and among Lilly
Beter Capital Group, Ltd., ("LBCG") and SATX, Inc., ("SATX") a Nevada
corporation, both referred to as ("the parties").
WHEREAS, SATX is in need of an infusion of cash in order to continue developing
its technology and to market its products; and
WHEREAS, LBCG is willing to act as a private Investment Banker in an effort to
help the company raise the necessary capital; and
WHEREAS, LBCG is willing to help SATX create a major market in the stock and
establish credibility in the marketplace; and
WHEREAS, SATX is willing to engage LBCG to provide the necessary assistance and
business guidance that it needs,
NOW, THEREFORE, the parties agree to the following:
LBCG agrees to do the following for SATX and its subsidiaries:
o Provide a President/Chief Executive Officer.
o Seek out Mergers and Acquisitions that will enhance the company,
help them become successful and then sell them.
o Act as a Private Investment Banker and help raise the necessary
capital to make the company and its subsidiaries a success.
o Help SATX create a better market and establish credibility in the
market place.
o Select the legal counsel for the company and its subsidiaries.
o Select the Auditors for the company and its subsidiaries.
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As payment for the services to be provided by LBCG, SATX agrees to do
the following upon signing this Agreement:
o Provide LBCG or it designees, one million shares of SATX free
trading common stock, at no cost to LBCG.
o Issue options on five million unrestricted shares to LBCG or its
designees, at no cost for each option, for five years, at one
dollar per share exercise price.
o Issue fifteen million SATX common shares (Rule 144), to LBCG or
its designees at no cost, with a stated value (for I.R.S. purposes
only) of five cents per share.
o Give LBCG its standard fee or finder's fee for any acquisition that
is merged into SATX or its subsidiaries.
o Give LBCG a ten percent commission on all money raised.
o There will be a seven-member board of directors. LBCG will select
four board members and SATX will select three.
o LBCG will have first right of refusal on any Public Shells that
may be available.
By signing this Agreement, SATX represents that it will do the following:
o Install a three person temporary board of directors who will
resign their positions when LBCG appoints the new board of
directors.
o Legally terminate the proposed Shared Technologies merger.
o Legally authorize up to 250 million common shares of SATX.
o Legally authorize up to 100 million preferred shares of SATX.
SATX further represents that it will not cause a sale or dilution of
ORA Electronics to occur.
SEVERABILITY. If any provision of this Agreement, including any phrase,
sentence, clause, section or subsection is inoperative or unenforceable for any
reason, such circumstances shall not have the effect of rendering the provision
in question inoperative or unenforceable in any other case or circumstance, or
of rendering any other provision or provisions herein contained invalid,
inoperative, or unenforceable to any extent whatsoever.
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NOTICES. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if (a) delivered personally, (b) mailed
by first-class, registered or certified mail, return receipt requested, postage
prepaid, or (c) sent by next-day or overnight mail or delivery or (d) sent by
telecopy or telegram:
(i) If to SATX, Inc., at:
0000 Xxxxxxxxxx Xxxx., Xxxxx X-0
Xxxxx, Xxxxxxx
With copies to:
Xxxxx Xxxxxxxxxxxxx
0000 Xxxxx Xxxxxx Xx.
Xx Xxxxx, XX 00000
Facsimile: (000) 000-0000
(ii) If to Lilly Beter Capital Group, Ltd., at:
Lilly Beter Capital Group, Ltd.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx, Xx., President
With copies to:
Xxxxx X. Xxxxxx, Xx.
X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
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or, in each case, at such other address as may be specified in writing to the
other parties hereto.
All such notices, requests, demands, waivers and other communications shall be
deemed to have been received (w) if by personal delivery, on the day after such
delivery, (x) if by certified or registered mail, on the fifth business day
after the mailing thereof, (y) if by next-day or overnight mail, or delivery, on
the day delivered, (z) if by telecopy or telegram, on the next day following
the day on which such telecopy or telegram was sent, provided that a copy is
also sent by certified or registered mail.
MISCELLANEOUS
HEADINGS. The headings contained in this Agreement are for purposes of
convenience only and shall not affect the meaning or interpretation of this
Agreement.
ENTIRE AGREEMENT. This Agreement and the representations, warranties,
agreements and covenants contained herein and therein constitute the entire
agreement and supersede all prior agreements, understandings, representations,
warranties, covenants and discussions, both written and oral, between the
parties with respect to the subject matter hereof, including without limitation
that certain letter of intent dated January 6, 2000, between the parties
hereto.
COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall together constitute
one and the same instrument.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada (regardless of the laws that might
otherwise govern under applicable principles of conflicts of law).
ARBITRATION. Except to the extent provided elsewhere in this Agreement, any
controversy of any nature whatsoever, including but not limited to tort claims,
statutory claims or contract disputes, between the parties to this Agreement
(including their directors, officers, executives, agents, successors, assigns,
heirs, executors and beneficiaries) relating to the formation, execution,
interpretation, breach or enforcement of this Agreement, or relating to any
other matter arising from the transactions contemplated herein, shall be
submitted to arbitration before the American Arbitration Association ("AAA"),
in accordance with their rules then in effect and the substantive law of the
State of Nevada and the United States. The arbitration shall be held in Xxxxx
County, Nevada. Each of the parties to this Agreement shall appoint one person
as an arbitrator to hear and
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determine such disputes, and if they should be unable to agree, then the two
arbitrators shall choose a third arbitrator from a panel made up of experienced
arbitrators selected pursuant to the procedures of the AAA and, once chosen,
the third arbitrator's decision shall be final, binding and conclusive upon the
parties to this Agreement. The arbitrators may not award punitive or exemplary
damages for tort, contract or other common law claims, but will have the power
to award such damages to the extent permitted by an applicable statute and to
award prejudgment interest and attorneys' fees to the prevailing party. The
award of the arbitration panel may be confirmed by any state or federal court
of competent jurisdiction located in Xxxxx County, Nevada, and may be
challenged only upon the grounds provided in Section 10 of the Federal
Arbitration Act, Title 9, United States Code. This agreement to arbitrate shall
survive the execution of this Agreement. THE RIGHT TO ARBITRATE IS INTEGRAL TO
AND NOT SEVERABLE FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THEY HAVE
READ THIS ARBITRATION AGREEMENT AND KNOWINGLY CONSENT TO ITS CONSEQUENCES,
INCLUDING THE WAIVER OF THE RIGHT TO LITIGATE CERTAIN DISPUTES. The expenses of
such arbitration will be borne by the closing party or in such proportion as the
arbitrators decide. A material or anticipatory breach of any section of this
Agreement will not release either party from the obligations of this Section.
BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors and permitted
assigns.
ASSIGNMENT. This Agreement shall not be assignable or otherwise transferable by
any party hereto without the prior written consent of the other parties hereto.
NO THIRD PARTY BENEFICIARIES. Except as provided in Section with respect to
indemnification hereunder, nothing in this Agreement shall confer any rights
upon any person or entity other than the parties hereto and their respective
heirs, successors and permitted assigns.
AMENDMENT; WAIVER, ETC. No amendment, modification or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any other time. Neither the waiver by any of the
parties hereto of a breach of or a default under any of the provisions of this
Agreement, nor the failure by any of the parties, on
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one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right or privilege hereunder, shall be construed as a waiver of
any other breach or default of a similar nature, or as a waiver of any of such
provisions, rights or privileges hereunder. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy or
breach of any representation, warranty, covenant or agreement or failure to
fulfill any condition shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which any claim of any such
inaccuracy or breach is based may also be the subject matter of any other
representation, warranty, covenant or agreement as to which there is no
inaccuracy or breach. The representations and warranties of SATX shall not be
affected or deemed waived by reason of any investigation made by or on behalf
of LBCG (including but not limited to by any of its advisors, consultants or
representatives) or by reason of the fact that LBCG or any of such advisors,
consultants or representatives knew or should have known that any such
representation or warranty is or might be inaccurate.
CONFIDENTIALITY. Except as otherwise provided in this Agreement, each party to
this Agreement will, and will cause its affiliates (and their respective
accountants, counsel, consultants, employees and agents to whom they disclose
such information) to, keep confidential and not disclose all information
obtained by and in the possession of such party and its affiliates or to which
such party and its affiliates are given access that in any way relates to the
business or operations of the other party hereto. The provisions of this
Section shall not apply to the disclosure by any party hereto or their
respective affiliates of any information, documents or materials (i) which are,
or become, publicly available, other than by reason of a breach of this
Section by the disclosing party or any affiliate of the disclosing party, (ii)
received from a third party not bound by any confidentiality agreement with the
other party hereto, (iii) required by applicable Law to be disclosed by such
party, or (iv) necessary to establish such party's rights under either this
Agreement or any other Transaction Agreement; provided that, in the case of
clauses (iii) and (iv), the person intending to make disclosure of confidential
information will promptly notify the party to whom it is obligated to keep such
information confidential and, to the extent practicable, provide such party a
reasonable opportunity to prevent public disclosure of such information. If the
transactions contemplated by this Agreement are not consummated, such
information will be immediately returned to the applicable party (to the extent
such information consists of originals or copies of records, documents, reports
or other written materials).
This Agreement or any portion of this Agreement cannot be used by SATX
or any affiliated parties, for any press release or
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or publicity, without the prior written approval of LBCG. This Agreement is not
designed to influence people for the purpose of raising capital, either equity
or debt.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SATX, Inc.
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
Lilly Beter Capital Group, Ltd.
/s/ Xxxxxxx Xxxxxxxx, Xx.
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Xxxxxxx Xxxxxxxx, Xx., President
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