Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered into this the
28th day of June, 2002, by and among KRC Communications, Inc., a Florida
corporation ("Seller"), Xxxxx X. Xxxxxxxx, the sole shareholder of Seller
("Xxxxxxxx"), e resources inc, a Utah corporation ("Purchaser"), and those
person listed on the signature pages hereto as the shareholders (collectively,
the "Shareholders", with Xxxxxxxx being one of the Shareholders).
RECITALS:
A. Seller in the business of constructing cellular communications towers
and providing communications services to its clients (the "Business").
B. Seller desires to sell, assign, transfer and convey to Purchaser, and
Purchaser desires to purchase and acquire from Seller, certain assets of the
Seller used in the Business, in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the above recitals and of the mutual
covenants, representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Sale of Assets. Seller agrees to sell, transfer and convey to Purchaser,
the Assets which are specifically identified on the schedule attached hereto as
Schedule 1 (the "Assets"), free and clear of all liens and encumbrances, and
Purchaser agrees to purchase the Assets at Closing (as defined herein), in
exchange for the consideration to be delivered by Purchaser to the Shareholders
as set forth in Section 3 below. The transfer of Assets shall be pursuant to a
Xxxx of Sale from Seller to Purchaser substantially in the form attached hereto
as Exhibit "A", which shall be delivered at Closing.
2. Treatment of Liabilities. Purchaser shall not assume nor be liable for
any debt, expense, liability or obligation of any kind or character, whether
direct or indirect, liquidated or unliquidated, fixed or contingent, arising out
of Seller's ownership of the Assets.
3. Purchase Price. In consideration of the sale, transfer and conveyance of
the Assets from Seller to Purchaser in accordance with the terms of this
Agreement, at Closing Purchaser agrees to issue to the Shareholders, an
aggregate of Eighty Three Million (83,000,000) shares of the Purchaser's common
stock, par value $.001 per share (the "Common Stock"). The names of the
Shareholders and the number of shares of Common Stock to be issued to each
Shareholder are as follows:
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NAME NO OF SHARES
------------------ ------------
Xxxxx Xxx Xxxxxxxx 22,500,000
Xxxxxxx X. Brand 22,500,000
Xxxxxx X. Xxxxxx 22,500,000
Xxxx Xxxxx 3,000,000
Xxxxxx X. Xxxxxx 5,000,000
Quandry, LLC 3,750,000
Amber Run, LLC 3,750,000
----------
TOTAL 83,000,000
4. Closing. The closing (the "Closing") will be held at the offices of
Xxxxxxx & Xxxxxx, P.C., located at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
at 10:00 a.m. on June 28, 2002. At the Closing, the Seller shall deliver to the
Purchaser the Assets, together with the Xxxx of Sale and such assignments and
consents (if any) as are necessary to convey the Assets or may be requested by
Purchaser, and Purchaser shall cause its transfer agent to issue and deliver to
each of the Shareholders a stock certificate representing the number of shares
to be issued to each such Shareholder, in form sufficient to vest record and
beneficial title fully to such shares. All other appropriate and customary
documents as Purchaser or Seller or their respective counsel may reasonably
request for the purpose of consummating the transactions contemplated by this
Agreement shall also be delivered at Closing. All actions taken at the Closing
shall be deemed to have been taken simultaneously at the time the last of any
such actions is taken or completed.
5. Corporate Matters. Purchaser has informed the Seller that it intends to
effect a registration of certain outstanding shares of its Common Stock as set
forth on Schedule 5 to this Agreement with the Securities and Exchange
Commission ("SEC"), immediately following the Closing of the transactions
contemplated by this Agreement. Purchaser has also informed Seller that it shall
file a Form 8-K with the SEC reporting the purchase of the Assets, if the
transactions contemplated by this Agreement close. Seller and the Shareholders
agree that they shall at all times cooperate with Purchaser and promptly provide
Purchaser with all information it requests, including, without limitation,
audited financial statements and information with respect to the Assets, in
connection with the preparation of the registration statement and the Form 8-K,
and any other SEC filings which Purchaser deems appropriate. Purchaser agrees
that it shall file the registration statement covering the shares listed on
Schedule 5 as soon as it deems advisable after execution of this Agreement and
shall use its reasonable efforts to make the registration of such shares
effective as soon as possible thereafter, but under no circumstances shall the
registration statement be filed with the SEC more than 15 days post-Closing
unless the parties otherwise agree in writing.
6. Board of Directors of Purchaser. Effective immediately after the
Closing, (a) Xxxxxxxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxxx X. Xxxxxxxxxx
("Xxxxxxxxxx") shall enter into termination agreements terminating their
respective employment agreements with the Purchaser (the "Termination
Agreements"), (b) Curtis, Cunningham, and R. Xxx Xxxxxx shall resign as members
of the Board of Directors of Purchaser and Xxxxxx shall resign from all officer
positions he holds with the Purchaser and its subsidiaries, and (c) prior to
such resignation, the Board of Directors of Purchaser shall take such action as
is appropriate to (i) increase the number of directors to five (5) persons and
appoint Xxxxxxxx, Xxxxxxx X. Brand ("Brand"), Xxxxxx X. Xxxxxx ("Xxxxxx"),
Xxxxxx X. Xxxxxx ("Xxxxxx"), and Xxxxxxx X. Xxxxx ("Xxxxx") to the Purchaser's
Board of Directors, and (ii) appoint Xxxxxxxx as Chairman of the Board and
President of Purchaser, Brand as Chief Executive Officer of Purchaser, Xxxxxx as
Vice President of Construction of Purchaser, Hetman as Secretary of Purchaser,
and Xxxxx as the Chief Financial Officer and Treasurer of Purchaser.
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7. Representations, Warranties and Covenants of Seller. Seller, and each of
the Shareholders represent, warrant and covenant, on a joint and several basis,
as follows:
(a) Organization; Due Authorization. Seller is a corporation, duly
incorporated, validly existing and in good standing under the laws of the State
of Florida. Each Shareholder that is a limited liability company is duly
incorporated, validly existing and in good standing under the laws of its state
of organization. The execution, delivery and performance of this Agreement by
Seller and the Shareholders shall have been duly authorized by all requisite and
necessary corporate action and will not result in a breach, constitute a default
under or violate the corporate charter or bylaws of Seller or any Shareholder
which is an entity, or any agreement, instrument, law, rule, regulation,
judgment, decree or order to which Seller or any Shareholder is a party or is
bound. This Agreement constitutes the legal, valid and binding obligations of
Seller and the Shareholders, enforceable against each of them in accordance with
its terms, except as may be limited by the availability of equitable remedies or
by applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally.
(b) Consents; Applicable Laws. No approval, authorization or consent of, or
filing with, any governmental authority or any other third party is required in
connection with the execution and delivery by Seller or the Shareholders of this
Agreement and the consummation of the transactions contemplated hereby, other
than consents that have been obtained prior to Closing. The Seller is in
compliance with all laws, rules, and regulations applicable to Seller, except
for any immaterial noncompliance which does not have a material adverse effect
upon Seller or the Business.
(c) Title to Assets. Seller is the sole and exclusive legal owner of all
right, title and interest in, and has good and marketable title to, all of the
Assets, free and clear of liens, claims and encumbrances.
(d) Assets and Contracts. The Seller has furnished to Purchaser true,
accurate and complete copies of all of the contracts which comprise a portion of
the Assets listed on the schedule attached hereto as Schedule 1 (collectively,
the "Contracts"). No Contract has been amended or modified or the rights and
obligations evidenced thereby otherwise affected, except by a written instrument
which has also been provided to Purchaser. All Contracts are assignable, valid,
binding, existing, and enforceable in all material respects, and no party has
defaulted under any such Contract in any material respect. The transactions
contemplated by this Agreement will not affect the continuance in full force and
effect of all Contracts, and there is no dispute among the parties to any such
Contract. Neither Seller nor any Shareholder has received notice of any plan or
intention of any other party to any such Contract to exercise any right to
cancel or terminate any such Contract, and neither Seller nor any Shareholder
knows of any fact that would justify the exercise of such right. Neither Seller
nor any Shareholder currently contemplates any amendment or change to any of the
Contracts.
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(e) Intellectual Property. Seller owns or has the right to use and assign
to Purchaser all the intellectual property rights which comprise a portion of
the Assets and are listed on the attached Schedule 1.
(f) Taxes. All tax reports and returns relating to the sale of the Assets
(including sales, use, income, and property taxes) due on or before the date of
this Agreement have been filed with the appropriate federal, state and local
governmental agencies, such tax reports and returns are accurate, complete and
correct in all material respects, and Seller has paid all taxes, penalties,
interest, deficiencies, assessments or other charges due.
(g) Litigation. There is no order of any court, governmental agency or
authority and no action, suit, proceeding or investigation, judicial,
administrative or otherwise, of which Seller or any Shareholder has knowledge
that is pending or threatened against or affecting the Assets or which
challenges the validity or propriety of any of the transactions contemplated by
this Agreement.
(h) Securities Representations. Each Shareholder is acquiring the shares of
Common Stock to be issued to such Shareholder pursuant to this Agreement for
investment for his, her or its own account and not with a view to, or for resale
in connection with, a distribution of any part thereof, nor with any present
intention of selling or distributing any part thereof. Each Shareholder is
either an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated by the SEC, or is being appointed as an officer and
director of the Purchaser upon the Closing of the transactions contemplated by
this Agreement. Each Shareholder is sophisticated and well-informed, and has
such knowledge and experience in financial and business matters in general and
in investments in particular, as is necessary to enable such Shareholder to
evaluate the merits and risks of an investment in the Purchaser. Each
Shareholder understands that such Shareholder's shares of Common Stock are not
registered under the Securities Act of 1933, as amended, (the "Securities Act")
or any state securities act, and as a result, such shares must be held by the
Shareholder indefinitely unless such shares are registered under the Securities
Act or an exemption from registration is available. Each Shareholder
acknowledges and agrees that such Shareholder shall not transfer the shares of
Common Stock received by such Shareholder unless such shares are registered
under the Securities Act or an exemption from registration permitting such
transfer is available.
(i) Completeness of Disclosure. No representation or warranty by Seller or
any Shareholder in this Agreement, nor any certificate, schedule, statement,
document or instrument furnished or to be furnished to Purchaser pursuant
hereto, or in connection with the negotiation, execution or performance of this
Agreement, contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact required to be stated herein or
therein or necessary to make any statement herein or therein not misleading.
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(j) Finders and Brokers. No person has as a result of any agreement or
action of Seller or any Shareholder, any valid claim against any of the parties
hereto for a brokerage commission, finder's fee or other like payment.
(k) Retention of Counsel. Seller and each Shareholder, on their own behalf
as parties to this Agreement, represent and acknowledge that Purchaser has
previously advised, and again hereby advises, prior to the execution of this
Agreement, that Seller and each Shareholder each seek the advice of an attorney
and an accountant in connection with this Agreement and the transactions
contemplated hereby, and that Seller and each Shareholder have each had the
opportunity to seek the advice of an attorney and an accountant of their choice
in connection with this Agreement and the transactions contemplated hereby, and
have in fact consulted with attorneys and accountants of their choice with
respect to this Agreement and the transactions contemplated hereby.
8. Representations, Warranties and Covenants of Purchaser. Purchaser
represents, warrants and covenants as follows:
(a) Organization; Execution. Purchaser is a corporation, duly incorporated,
validly existing and in good standing under the laws of the State of Utah. The
execution, delivery and performance of this Agreement by Purchaser shall have
been duly authorized by all requisite and necessary corporate action and
provided that Purchaser obtains the consent of its Lenders (as defined herein),
will not result in a breach, constitute a default under or violate the corporate
charter or bylaws of Purchaser, or any agreement, instrument, law, rule,
regulation, judgment, decree or order to which Purchaser is a party or is bound.
This Agreement constitutes the legal, valid and binding obligations of
Purchaser, enforceable against it in accordance with its terms, except as may be
limited by the availability of equitable remedies or by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally.
(b) Consents; Applicable Laws. No approval, authorization or consent of, or
filing with, any governmental authority or other third party is required in
connection with the execution and delivery by the Purchaser of this Agreement
and the consummation of the transactions contemplated hereby, other than
consents that have been obtained prior to Closing. The Purchaser is in
compliance with all laws, rules and regulations applicable to Purchaser, except
for any immaterial noncompliance which does not have a material adverse effect
upon Purchaser.
(c) Capitalization. Immediately prior to Closing, the authorized capital of
the Borrower consists of Two Hundred Fifty Million (250,000,000) shares of
Common Stock of which 41,678,227 shares are issued and outstanding. After the
83,000,0000 shares of Common Stock are issued to the Shareholders, 124,678,227
shares of the Purchaser's Common Stock will be issued and outstanding. Set forth
on Schedule 8(c) to this Agreement is a true and correct capitalization table
listing, to the best knowledge of the Purchaser, all of the Purchaser's issued
and outstanding shares of Common Stock (excluding 15,412,907 shares consisting
of 13,476,147 registered shares and 1,936,760 restricted shares), after issuance
of the 83,000,000 shares to the Shareholders. Schedule 8(c) also contains a list
of options outstanding under the Purchaser's Stock Option Plan, and certain
outstanding warrants held by a limited number of Purchaser investors.
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(d) Purchase and Conversion Rights. The Purchaser has previously entered
into that certain Securities Purchase Agreement dated as of May 8, 2001 and that
certain Letter Agreement dated as of March 29, 2002 pursuant to which a limited
group of investors (collectively, the "Lenders") have purchased certain
Convertible Debentures and Warrants from the Purchaser, dated May 8, 2001, July
30, 2001, and March 29, 2002, respectively. Other than the rights of the Lenders
and the rights of the option and warrant holders described on Schedule 8(c),
there are no shares of Common Stock reserved for issuance pursuant to options,
warrants or other securities or any outstanding options, warrants, rights
(including conversion or preemptive rights) or agreements for the purchase or
acquisition from the Purchaser for any shares of its Common Stock.
(e) Shareholders. Upon issuance of the stock certificates representing
their shares of Common Stock, the Shareholders will own the number of shares
listed in Section 3 of this Agreement by each such Shareholder's name. Each of
the Shareholders will own valid and marketable title to such shares, free and
clear of all mortgages, claims, liens, security interests, options, pledges or
encumbrances of any kind whatsoever, other than any restrictions or encumbrances
in favor of or required by the Lenders, and restrictions on transfer created by
federal or state securities laws.
(f) Litigation. There is no order of any court, governmental agency or
authority and no action, suit, proceeding or investigation, judicial,
administrative or otherwise, (i) pending against Purchaser, except as disclosed
in Purchaser's filings and reports made with the SEC, or (ii) of which Purchaser
has knowledge which challenges the validity or propriety of any of the
transactions contemplated by this Agreement.
9. Covenants. Seller and each Shareholder covenant and agree with
Purchaser, jointly and severally, that from and after the execution and delivery
of this Agreement to and including the date of Closing (and thereafter as
reflected below), each of them shall comply with the covenants set forth below
applicable to each of them, and Purchaser covenants and agrees that it shall
similarly comply with said covenants to the extent applicable to it.
(a) Best Efforts. Seller and each Shareholder and Purchaser shall take all
reasonable action necessary to consummate the transactions contemplated by this
Agreement and will use all reasonable means at their disposal to attempt to
obtain all necessary consents and approvals of lenders (including Purchaser's
Lenders), shareholders and other persons and governmental authorities required
to enable it to consummate the transactions contemplated by this Agreement.
Seller acknowledges that Purchaser cannot guarantee the consent of its Lenders
to this Agreement, and Purchaser's failure to obtain such consents shall not
constitute a default hereunder.
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(b) Additional Information and Financial Statements. To the extent required
by Purchaser, Purchaser and Seller shall utilize their commercially reasonable
efforts and cooperate to provide the financial information necessary to present
any pro forma consolidated financial statements, including a pro forma
consolidated balance sheet and pro forma consolidated income statements, for all
periods required to be presented, including the notes thereto, and in the form
and manner required for use in the Form 8-K and/or any other document required
to be filed with the SEC, requiring the presentation of Purchaser's financial
statements under generally accepted accounting principles.
(c) Ordinary Course. Until Closing, Seller shall operate the Business in
its ordinary course and shall not take any action which is outside of the
ordinary course or which could have a material adverse effect on the Business or
any Contract.
10. Conditions to Closing. All obligations of Purchaser, Seller, and the
Shareholders under this Agreement shall be subject to the fulfillment at or
prior to the Closing of the following conditions, it being understood that any
party may, in its sole discretion, waive any or all of such conditions in whole
or in part:
(a) Representations. The parties to this Agreement shall have performed in
all material respects the covenants and agreements contained in this Agreement
that are to be performed by each of them at or prior to the Closing, and the
representations and warranties of the parties contained in this Agreement shall
be true and correct as of the Closing Date with the same effect as though made
at such time (except as contemplated or permitted by this Agreement); provided
that, no party may refuse to close based upon its own failure to perform a
covenant or agreement or comply with a representation or warranty.
(b) Consents. All consents and approvals of governmental agencies, and from
lenders (including Purchaser's Lenders) and any other third parties required to
consummate the transactions contemplated by this Agreement, shall have been
obtained and shall be in full force and effect.
(c) Closing Deliveries. Each party shall have received each of the
documents or items required to be delivered to it pursuant to Section 4 and
Xxxxxx and Xxxxxxxxxx shall have executed the Termination Agreements and
delivered them to the Purchaser.
(d) Election of Board Members. As of the Closing Date, the persons named in
Section 6 of this Agreement shall have been appointed to the Board of Directors
of the Purchaser, effective immediately after the Closing.
11. Survival. All representations, warranties, covenants and agreements
made by any party to this Agreement or pursuant hereto shall be deemed to be
material and to have been relied upon by the parties hereto and shall survive
the Closing for a period of 24 months.
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12. Indemnification.
(a) Seller. Seller hereby indemnifies and agrees to hold harmless Purchaser
against and in respect of any and all costs, damages, claims, losses, expenses
(including attorneys' fees), liabilities or deficiencies, whether known or
unknown, resulting from any misrepresentation, omission, nonfulfillment or
breach by Seller of any covenant, representation or warranty contained and set
forth in this Agreement, or the breach or default in the performance by Seller
hereunder, and Seller shall indemnify and hold Purchaser harmless, on a joint
and several basis, from and against, and shall pay and reimburse Purchaser for
any and all damage, loss, cost and expense (including attorneys' fees) incurred
by reason of such misrepresentation, omission, nonfulfillment or breach. The
amount of any such costs, damages, claims, losses, expenses, liabilities or
deficiencies shall be limited to the amount of actual monetary loss or liability
directly resulting therefrom and suffered by Purchaser.
(b) Purchaser. Purchaser hereby indemnifies and agrees to hold harmless
Seller against and in respect of any and all costs, damages, claims, losses,
expenses (including attorneys' fees), liabilities or deficiencies, whether known
or unknown, resulting from any misrepresentation, omission, nonfulfillment or
breach by Purchaser of any covenant, representation or warranty contained and
set forth in this Agreement, or the breach or default in the performance by
Purchaser of any of the obligations to be performed by or on behalf of Purchaser
hereunder, and Purchaser shall indemnify and hold Seller harmless from and
against, and shall pay and reimburse Seller for any and all damage, loss, cost
and expense (including attorneys' fees) incurred by reason of such
misrepresentation, omission, nonfulfillment or breach. The amount of any such
costs, damages, claims, losses, expenses, liabilities or deficiencies shall be
limited to the amount of actual monetary loss or liability directly resulting
therefrom and suffered by Seller.
(c) Notice of Claim. An indemnified party shall give an indemnifying party
prompt notice of any claim or the commencement of any action in respect of which
indemnity may be sought hereunder. An indemnifying party shall have the right
(but not the duty) to participate in any such action, and the indemnifying party
shall have the right to control the defense thereof. The parties hereto will
cooperate in the conduct of such action and shall take all measures in
connection with such action as may be reasonably requested.
13. Miscellaneous.
(a) Invalidity of Particular Provisions. If any term or provision of this
Agreement or the application thereof to any person or circumstance shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof. If any provision of this Agreement is held invalid
or unenforceable because the fulfillment of such provision would involve
exceeding the limit of validity prescribed by law, then upon the occurrence of
such circumstances, the obligation to be fulfilled shall be reduced to the limit
of validity prescribed by law. If the provision of this Agreement that is found
to be invalid or unenforceable cannot be modified so as to be enforceable under
existing laws, this Agreement shall be construed and enforced as if such
provision had not been included herein.
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(b) Expenses. The Seller and/or the Shareholders shall pay all the fees and
expenses incurred by Seller, the Shareholders and the Purchaser in connection
with the transactions contemplated by this Agreement (including, without
limitation, accountants' and attorneys' fees and costs incurred by Purchaser in
connection with this Agreement and the transactions contemplated herein) at
Closing, and, if there is no Closing, then upon Purchaser's demand. If any
action is brought for breach of this Agreement or to enforce any provision of
this Agreement, the prevailing party shall be entitled to recover court costs,
expenses and reasonable attorneys' fees.
(c) Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the respective heirs, executors, administrators, successors and
permitted assigns of Seller, the Shareholders and Purchaser.
(d) Counterparts. This Agreement may be executed in multiple counterparts
by the parties hereto, each of which shall constitute an original, and all of
which when taken together shall constitute but one and the same Agreement.
(e) Assignment. This Agreement or any portion thereof may not be assigned
without the prior written consent of all parties.
(f) Notices. Any notice, instruction, request, or other document to be
given under this Agreement to any party shall be in writing and deemed given on
the date it is delivered personally or sent by registered or certified mail,
with postage prepaid, or by facsimile with receipt of confirmation to the
address designated on the signature page hereof. The addresses of the parties
are listed beside the signature lines. Any party may change his address for
purposes of this section by giving notice of such change of address to the other
party in the manner herein provided for giving notice.
(g) Entire Agreement. This Agreement (including the schedules and exhibits
hereto which are hereby incorporated as parts hereof by this reference), and the
documents delivered pursuant to this Agreement, constitute the entire agreement
and understanding between the parties hereto and supersede any prior agreement
or understanding relating to the subject matter of this Agreement.
(h) Captions. Captions in this Agreement are solely for the purposes of
identification and shall not in any manner alter or vary the interpretation or
construction of this Agreement.
(i) Applicable Law. This Agreement shall be governed by, interpreted,
construed, and enforced in accordance with the laws of the State of Texas. Venue
shall be in the federal and state courts of Tarrant County, Texas.
(j) Amendments and Modifications. This Agreement shall not be modified,
amended, or changed in any respect except in a writing duly signed by the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase
Agreement as of the date first set forth above.
PURCHASER: e resources inc
By:_______________________
Name: Xxxxxxxxxxx X. Xxxxxx
Its: Chief Executive Officer
Address: 000 Xxxxx Xxxxxxx 000
Xxxxxxx, Xxxxx 00000
SELLER: KRC COMMUNICATIONS, INC.
By:_______________________
Name: Xxxxx Xxx Xxxxxxxx
Its: Chief Executive Officer
Address:___________________
SHAREHOLDERS: (see attached signature pages)
#196066 v4
80315-13
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This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that he is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to him.
--------------------------
Xxxxx Xxx Xxxxxxxx
Address:___________________
--------------------------
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that he is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to him.
--------------------------
Xxxxxxx X. Brand
Address:___________________
--------------------------
11
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that he is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to him.
--------------------------
Xxxxxx X. Xxxxxx
Address:___________________
--------------------------
12
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that he is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to him.
--------------------------
Xxxx Xxxxx
Address:___________________
--------------------------
13
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that she is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to her.
--------------------------
Xxxxxx X. Xxxxxx
Address:___________________
--------------------------
14
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that it is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to it.
Quandry, LLC
a Florida limited liability company
By:__________________________
Name:________________________
Its:___________________________
Address:______________________
-----------------------------
15
This Shareholder Signature Page is a part of, and shall be attached to, that
certain Asset Purchase Agreement (the "Agreement") by and among e resources inc,
a Utah corporation, KRC Communications, Inc., a Florida corporation, and certain
persons named in the Agreement as the "Shareholders". By execution of this
signature page, the undersigned (i) acknowledges that he is one of the
Shareholders named in the Agreement, and (ii) agrees to be bound by all of the
terms and conditions of the Agreement applicable to it.
Amber Run, LLC
A Florida limited liability company
By:__________________________
Name:________________________
Its:___________________________
Address:______________________
-----------------------------
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EXHIBIT A
XXXX OF SALE
STATE OF FLORIDA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ___________
That, the undersigned, KRC Communications, Inc., a Florida corporation
("Seller"), for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, does hereby sell, assign, transfer, convey and
deliver unto e resources inc, a Utah corporation and its successors and assigns
(the "Purchaser"), the Assets (as such term is defined in that certain Asset
Purchase Agreement between Seller and Purchaser), which Assets are set forth on
Schedule 1 hereto, intending hereby to convey all of the right, title and
interest, legal or equitable, contingent, deferred or otherwise of Seller in and
to the Assets, free and clear of all liens and encumbrances whatsoever.
To have and to hold the Assets hereby sold, assigned, transferred, conveyed
and delivered unto Purchaser and its successors and assigns, for their own use
and benefit forever.
Seller hereby covenants and agrees to and with Purchaser, its successors
and assigns, to execute and deliver such instruments of conveyance and
assignment and to take such action as Purchaser, its successors and assigns may
reasonably request to more effectively transfer to and vest in Purchaser, and to
put Purchaser in possession of, the Assets.
This instrument, and the rights and obligations of the parties hereto shall
be governed by, construed and enforced in accordance with the substantive laws
of the State of Texas, without regard to its principles of conflicts of laws.
IN WITNESS WHEREOF, Seller has caused this Assignment and Xxxx of Sale to
be duly executed and delivered this the ____ day of ______, 2002.
KRC Communications, Inc.
a Florida corporation
By: __________________________________
Name: Xxxxx Xxx Xxxxxxxx
Its: Chief Executive Officer
17
Schedule 1
ASSETS
1. Communications Site Agreement between Xxxxx Xxxxx and KRC Communications,
Inc. dated June 10, 2002.
2. Communications Site Agreement between Vortex Communications, LLC and KRC
Communications, Inc. dated December 16, 2001.
3. Communications Site Agreement between Xxx and Xxxxxx X. Xxxxxx and KRC
Communications, Inc. dated December 11, 2001.
4. Communications Site Agreement between Xxx and Xxxxxx X. Xxxxxx and KRC
Communications, Inc. dated January 9, 2002.
5. Communications Site Agreement between Astralis Corporation and KRC
Communications, Inc. dated January 15, 2002 with respect to the cellular
communications tower to be built at the location commonly known as "Native
501".
6. Communications Site Agreement between Astralis Corporation and KRC
Communications, Inc. dated January 15, 2002 with respect to the cellular
communications tower to be built at the location commonly known as "Native
502".
7. Communications Site Agreement between Astralis Corporation and KRC
Communications, Inc. dated January 15, 2002 with respect to the cellular
communications tower to be built at the location commonly known as "Native
05".
8. Communications Site Agreement between Astralis Corporation and KRC
Communications, Inc. dated January 15, 2002 with respect to the cellular
communications tower to be built at the location commonly known as "Native
04".
9. Communications Site Agreement between Astralis Corporation and KRC
Communications, Inc. dated January 15, 2002 with respect to the cellular
communications tower to be built at the location commonly known as "Native
03".
10. All intellectual property with respect to the Business.
18
Schedule 5
SHARES TO BE REGISTERED
Shareholder No. Shares Date Issued
Common Stock
----------------------- -------------- -----------
Amen Corner, L.P. 1,046,592 6/10/2002
Xxxxxxx X. Xxxxxxxxxx 1,000,000 6/10/2002
Xxxxxx X. Xxxxxx 1,046,592 6/10/2002
G. Xxxxxxx Xxxxxx 1,046,592 6/10/2002
Xxxxxxxxxxx X. Xxxxxx 200,000 6/10/2002
Xxxxxxxxxxx X. Xxxxxx 4,000,000 6/10/2002
Xxxxxxxxxxx X. Xxxxxx 2,900,000 6/10/2002
Xxxxxxx X. Xxxxxxxxxx 2,500,000 6/10/2002
R. Xxx Xxxxxx 1,200,000 6/10/2002
Xxxxxxx Xxxxxxx 500,000 6/10/2002
Xxxxxxx & Xxxxxx, P.C. 1,000,000 6/10/2002
Xxxxx Xxxx 23,315 2/7/2000
C2 Inc. 46,631 2/7/2000
Xxxxxxx X. Xxxxxxxxxx 23,315 2/7/2000
Xxxxxxx X. Xxxxxxxxxx 242,150 3/17/2000
Xxxxxxx X. Xxxxxxxxxx 2,813,358 3/17/2000
Xxxxxxxxxxx X. Xxxxxx 1,049,194 3/17/2000
Xxxxxxxxxxx X. Xxxxxx 1,787,479 3/17/2000
Xxxxx Xxxxxxx 116,577 2/7/2000
Xxxxxxx X. Xxxxxxx 60,000 1/8/2001
Xxxx Xxxxxx 23,315 2/7/2000
Xxxxxxx & Xxxxxx, P.C. 100,000 1/8/2001
G. Xxxxxxx Xxxxxx 816,040 2/7/2000
R. Xxx Xxxxxx 2,500,000 1/4/2000
Xxxxxxx X. and Xxx X. Xxxxxx 3,000 1/8/2001
Xxxxx X. Xxx 6,000 1/8/2001
Xxxx X. Xxxx 23,315 2/7/2000
Xxxxx Xxxx 3,000 1/8/2001
Xxxxxx X. Xxxxxx 209,839 2/7/2000
----------
TOTAL: 26,286,304
19
Schedule 7
SELLER'S DISCLOSURE SCHEDULE
None.
20
Schedule 8(c)
CAPITALIZATION
Shares of Common Stock Issued and Outstanding (excluding 15,412,907 shares
consisting of 13,476,147 registered shares and 1,936,760 restricted shares):
Name No. Shares Date Issued
------------------------- --------------- -------------
Xxxxx Xxxx 23,315 02/07/2000
C2, Inc. 46,631 02/07/2000
Xxxxxxx X. Xxxxxxxxxx 23,315 02/07/2000
2,813,358 03/17/2000
2,500,000 06/10/2002
Xxxxx Xxxxxxx 116,577 02/07/2000
Xxxx Xxxxxx 23,315 02/07/2000
Xxxxxxx X. & Xxx X. Xxxxxx 3,000 01/08/2001
Xxxxx X. Xxx 6,000 01/08/2001
Xxxx X. Xxxx 23,315 02/07/2000
Xxxxx Xxxx 3,000 01/08/2001
Amen Corner, L.P. 1,046,592 06/10/2002
Xxxxxxx X. Xxxxxxxxxx 242,150 03/17/2000
Xxxxxxx X. Xxxxxxxxxx 1,000,000 06/10/2002
Xxxxxx X. Xxxxxx 209,839 02/07/2000
1,046,592 06/10/2002
G. Xxxxxxx Xxxxxx 816,040 02/07/2000
1,046,592 06/10/2002
Xxxxxxxxxxx X. Xxxxxx 1,049,194 02/07/2000
1,787,479 03/17/2000
200,000 06/10/2002
4,000,000 06/10/2002
2,900,000 06/10/2002
R. Xxx Xxxxxx 2,500,000 01/04/2000
1,200,000 06/10/2002
Xxxxxxx X. Xxxxxxx 60,000 01/08/2001
500,000 06/10/2002
Xxxxxxx & Xxxxxx, P.C. 100,000 01/08/2001
1,000,000 06/10/2002
Total 26,265,320
21
Shares of Common Stock to be issued at Closing:
Name No. Shares
------------------- --------------
Xxxxx Xxx Xxxxxxxx 22,500,000
Xxxxxxx X. Brand 22,500,000
Xxxxxx X. Xxxxxx 22,500,000
Xxxx Xxxxx 3,000,000
Xxxxxx X. Xxxxxx 5,000,000
Quandry, LLC 3,750,000
Amber Run, LLC 3,750,000
Total 83,000,000
Options to purchase shares of Common Stock, Outstanding and Vested:
October 10, 2000
HHF Enterprises 50,000 options
November 1, 2000
Xxxxxxxxxxx X. Xxxxxx 200,000 (NS) options
Xxxxxxxxxxx X. Xxxxxx 300,000 (Incentive) options
Xxxxxxx X. Xxxxxxxxxx 150,000 (Incentive) options
Xxxxxxx XxXxxx 18,750 options
Xxxxxxx XxXxxx 100,000 options
Xxxxxxx Xxxxxxx 75,000 options
Xxxxxxxxxxx Xxxxxxx 18,750 options
Xxxx Xxxx 25,000 options
Xxxxxx Xxxxxx 10,000 options
Xxxxx Xxxxxxx 75,000 options
December 15, 2000
Xxxxxxx X. Xxxxxxxxxx 100,000 (Incentive) options
Xxxx Xxxx 2,500 options
April 27, 2001
Xxxxxxxxxxx X. Xxxxxx 500,000 (Incentive) options
Xxxxxxx X. Xxxxxxxxxx 500,000 (Incentive) options
Xxxxxxx X. Xxxxxxx 75,000 options Vest April 27, 2002
Xxxxxx X. Xxxxx 10,000 options Vest April 27, 2002
Xxxxxxxxxxx X. Xxxxxx 500,000 (Incentive) options
August 31, 2001
22
Quicksilver Interactive 200,000 options
Group, Inc.
December 20, 2001
Xxxxxx X. Xxxxx 15,000 options
Xxxxxx X. Xxxxx 75,000 options
Xxxxxxxxxxx X. Xxxxxx 250,000 (Incentive) options
Xxxxxxx X. Xxxxxxxxxx 250,000 (Incentive) options
Warrants Outstanding:
Xxxxxxx & Xxxxxx 100,000 warrants, exercisable @ $2.50, expires December 31, 2010
Xxxxxxx Xxxxxxx 60,000 warrants, exercisable @ $2.50, expires December 31, 2010
Xxxxxx Xxx 6,000 warrants, exercisable @ $2.50, expires December 31, 2010
Xxxxx Sap 3,000 warrants, exercisable @ $2.50, expires December 31, 2010
Xxx Xxxxxx 3,000 warrants, exercisable @ $2.50, expires December 31, 2010
23
