1
Exhibit 8.4
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into on the 28th day of
October, 1999, by and between SATX, Inc. ("SATX"), a public Nevada corporation
with its principal place of business in Tampa, Florida and STOVEACT, Inc.
("STOVEACT"), a private California corporation with its principal places of
business in Greater Los Angeles, California.
WHEREAS, SATX is a telecommunications development, manufacturing and marketing
company with new and exclusive products being developed and introduced to
provide both prepaid cellular products and GPS-Paging location and tracking
devices for a wide variety of applications, and also holds existing patents
covering one and two-way paging signals used to activate remote devices, and
also desires to expand its market and business base; and
WHEREAS, Stoveact is a development, distribution and customer support company
with a broadening array of product applications for the anti-vehicle-theft
industry, and desires to expand the products' functionality to include GPS
tracking and monitoring in addition to other vehicle management functions;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants set
forth herein, and for other good, sufficient and valuable consideration, the
receipt of which is hereby specifically acknowledged, the Parties hereto agree
to provide their best efforts in a timely fashion to develop and execute a final
and formal agreement of technology cooperation and business combination to their
mutual best interests as follows:
SATX desires to make available to STOVEACT its patented technology of remote
signal activation via paging transmission in addition to its GPS-based tracking
products; and
STOVEACT desires to make available to SATX its technology and products
introduced for vehicle theft protection; and
BOTH PARTIES desire to define and develop a mutually agreeable business
combination which best benefits their stockholders and employees, and which
provides STOVEACT access to SATX's existing public-trading stock marketplace;
and
BOTH PARTIES desire to optimize the synergism that currently exists within their
developed business strategies and plans; and
BOTH PARTIES desire to cooperate in the common definition and maturation of
their respective product lines in addition to joint applications within the
marketplace; therefore,
IT IS INTENDED that the Parties mutually agree to a stock purchase action
resulting in the existing shareholders of STOVEACT becoming common shareholders
in SATX at an equitable exchange rate to be developed during the common due
diligence process to take place over the next 60 days, recognizing the assets,
obligations, benefits and advantages that each brings to this business
combination; and
2
SATX-STOVEACT MOU, Page -2- of -2-
IT IS INTENDED that the resulting combined operation be organized to best take
advantage of the management expertise and experience of the individual entities,
including the consolidation of the Paging and GPS-based product lines within the
existing asset and management structure of STOVEACT in Los Angeles.
AS SUCH, the Parties agree to give their best and timely effort during the next
sixty (60) days to create a complete and formal agreement to be implemented
covering the intentions defined herein. As a part of that agreement, the Parties
will mutually agree to the financial parameters surrounding this intended
business combination.
IN ADDITION, the Parties agree to be bound by a separately initiated
Non-Disclosure Agreement to be issued in parallel with this MOU due to the very
sensitive and proprietary nature of the data to be shared during the due
diligence process.
IN WITNESS WHEREOF, the undersigned Parties hereto have exercised this
Memorandum of Understanding to be effective on the date first set forth above.
SATX, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
---------------------------------
Title: President & CEO
---------------------------------
STOVEACT, INC.
By: /s/ Xxx Escarevo
Name: Xxx Escarevo
---------------------------------
Title: President
---------------------------------
3
MEMORANDUM OF UNDERSTANDING
&
STOCK PURCHASE AGREEMENT
SATX, Inc. (previously and hereinafter referred to as "Buyer"), and STOVEACT,
Inc. (previously and hereinafter referred to as "Seller") entered into a
Memorandum of Understanding on the 28th day of October, 1999 and have been
considering a draft Stock Purchase Agreement dated the 17th day of November,
1999 developed to consummate a business combination in the best interests of
both parties. Although the MOU had no official expiration date, its content
assumed closure within sixty (60) days. The Stock Purchase Agreement contained a
specific closing date of 29 December, 1999. In both cases an extension of time
requires mutual consent in writing.
Since it remains in the mutual best interests of the parties to finalize the
planned business combination, and since additional discovery is required in
order to complete the transaction, the parties, by their respective signatures
below, hereto agree to extend the effective dates of expiration on both
documents referred to herein through the 31st day of January, 2000. In the
interim the parties will provide their best efforts to conduct the necessary due
diligence and define the necessary contractual terms and conditions required to
satisfactorily finalize the intended business combination.
No terms of the MOU or the draft SPA, except for the expiration dates, are
revised or effected by this extension. Any further modifications or amendments
to either document referenced herein must continue to be accomplished in writing
and approved by both parties.
IN WITNESS WHEREOF, the parties have duly executed this extension agreement
effective 3 January, 2000.
BUYER: By: /s/ X. X. Xxxxx
---------------------------------
Name: X. X. Xxxxx
---------------------------------
Title: COO/CFO
---------------------------------
SELLER: By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
---------------------------------
Title: C.O.O.
---------------------------------
