ASSIGNMENT OF CLAIMS AGREEMENT
This Assignment of Claims Agreement (the "Agreement") is made and entered
into by and among the following: (I) AAROW Envrionmental Group, Inc., a Nevada
corporation a/k/a AARO Broadband Wireless Communications Corporation ("AARO
Broadband"), Getmore Communications, Inc., an Oklahoma corporation ("Getmore"),
GKD, Inc., an Oklahoma corporation ("GKD"), Xxxxxx X. Xxxxx, an individual
("Xxxxx"), Xxxx Xxxx, an individual ("Duke") (with AARO Broadband, Getmore, GKD,
Xxxxx and Xxxx being referred to collectively as "AARO"); (II) Broadband
Wireless International Corporation, f/k/a Black Giant Oil Company, a Nevada
corporation ("Broadband"), by and through Xxxxx Xxxxxxxx, Esq. ("Temporary
Receiver"), duly appointed Receiver for Broadband by United States District
Judge Xxx Xxxxxxx on August 11, 2000, in Case Xx. XXX-00-0000, Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx of Oklahoma, pursuant to an Order Appointing
Temporary Receiver entered same date (the "Receiver Order") and Xxxx Xxxx, an
Individual ("Xxxx") (with Broadband and Xxxx being referred to together as
"BBAN"); (III) BroadCom Wireless Communications Corporation a/k/a BroadCom
Communications Group, a/k/a BroadCom Wireless Communications Corporation,
an Oklahoma corporation ("BroadCom") by and through the Temporary Receiver
through the Receiver Order; (IV) Black Giant Resources Corporation, an
Oklahoma corporation ("Black Giant Resources"), by and through the Temporary
Receiver through the Receiver Order; and (V) each of the Purchasers
identified in Exhibit "A" hereof (each, a "Purchaser" and collectively,
the "Purchasers"). AARO Broadband, Getmore, GKD, Baker, Duke,
Broadband, BroadCom, Black Giant Resources, and the Purchasers are sometimes
collectively referred to herein as the "Parties."
WHEREAS, beginning in 1999, Getmore, GKD, Xxxxx, and Xxxx in entered into
numerous different written and oral agreements with BBAN (prior to the Receiver
Order), BroadCom, Black Giant Resources and others for the purpose of creating
and funding businesses proficient in high speed internet and wireless related
services. Getmore, GKD, Xxxxx, and Duke have alleged in the various civil
actions hereinafter identified that BBAN, BroadCom, Black Giant Resources and
others breached those agreements. As a result of those alleged breaches of
agreements, Xxxxx in good faith rescinded his agreements with BBAN, BroadCom,
Black Giant Resources and others.
WHEREAS, the United States Securities and Exchange Commission initiated a
civil action (the "Commission Action") on August 11, 2000, in the United States
District Court, Western District of Oklahoma (the "District Court"), Case No.
CIV-00-1375, against BBAN, BroadCom, Black Giant Resources, Xxxx and others for
alleged violations of the Securities Act of 1933, as amended (the "Securities
Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The District Court issued in that civil action on August 11, 2000, a
Temporary Restraining Order, Asset Freeze and Order Requiring Accountings,
Prohibiting Destruction and Alteration of Documents. At the same time, the
District Court entered the Receiver Order.
WHEREAS, effective, the ___ day of September, Xxxx Xxxxx, Xxxxx Xxxxxx,
Viking Group, Xxxxx Xxxxxx Trust, Xxxxx Xxxxxxxx, Stra, LLC, Xxxx Xxxxxxxx, Xxx
Xxxxxx, Xxxx Xxxxx and Xxx Xxxxx (collectively, the "Xxxxx Group"), AARO, BBAN,
BroadCom, and Black Giant Resources entered into a certain Settlement Agreement
(the "Settlement Agreement"), attached hereto as Exhibit "B", pursuant
to which was accomplished a complete and final settlement of all claims,
demands, differences and causes of action among AARO, Getmore, GKD, Baker,
Duke, BBAN, BroadCom, Black Giant Resources, the Xxxxx Group and each of the
officers, directors, agents, employees, representatives, and shareholders
thereof, with respect to the various disputes described herein (the "Settled
Disputes");
WHEREAS, on or about May 24, 2000, Broadband filed a civil action in the
District Court of Oklahoma County, Oklahoma styled Broadband Wireless
International Corporation, f/k/a Black Giant Oil Company vs. Xxxxxx X. Xxxxx,
AAROW Environmental Group, Inc., a/k/a AARO Broadband Wireless Communications
Corporation, and Getmore Communications, Inc., Case No. CJ-2000-3816 (the
"First Civil Action"), wherein Broadband alleged, among other things, claims
against Xxxxx, Getmore and AARO for negligent misrepresentation. In the First
Civil Action Xxxxx filed counter-claims against Broadband, and third party
claims against Xxxx, Xxxxxx and BroadCom alleging, among other things, claims
for breach of contract, violations of federal and state securities laws, fraud
and conversion;
WHEREAS, on or about July 14, 2000, BroadCom and Black Giant Resources
filed a civil action in the District Court of Oklahoma County, Oklahoma styled
BroadCom Wireless Communications, Corp and Black Giant Resources Corporation vs.
Xxxxxx X. Xxxxx, ARROW Environmental Groups, Inc., a/k/a AARO Broadband Wireless
Communications Corporation, and Getmore Communications, Inc., Case No. CJ-2000-
5129 (the "Second Civil Action"), wherein BroadCom and Black Giant Resources
alleged, among other things, claims against Xxxxx, Getmore and AARO for
negligent misrepresentation;
WHEREAS, on or about June 30, 2000, Xxxx Xxxx, Xxx Xxxxx, and GKD, Inc.
filed a civil action in the District Court of Oklahoma County, Oklahoma styled
Xxxx Xxxx, Xxx Xxxxx, and GKD, Inc. vs. BroadCom Wireless Communications
Corporation, Case No. CJ-2000-4813 (the "Third Civil Action"), wherein Xxxx
Xxxx, Xxx Xxxxx, and GKD, Inc. alleged, among other things, claims against
BroadCom for conversion and fraud;
WHEREAS, pursuant to the terms of the Settlement Agreement, the Purchasers
desire to purchase, and Broadband, BroadCom and Black Giant Resources desire to
sell, the respective asserted and unasserted claims of Broadband, BroadCom and
Black Giant Resources in the First Civil Action, Second Civil Action and Third
Civil Action as against Xxxxx, XXXX Broadband, Getmore, GKD, and Duke (the
"Assigned Claims") for the aggregate purchase price of $400,000 (the "Purchase
Price") and other valuable consideration, pursuant to the terms and conditions
set forth herein;
WHEREAS, the sale of the Assigned Claims is being conducted pursuant to
Regulation D under the Securities Act only (i) on a non-public basis to
"accredited investors", as such term is defined in Rule 501(a) of Regulation D;
(ii) with sales being made only by duly authorized officers and/or directors of
AARO; (iii) with no direct remuneration for such sales being paid to such
officers and/or directors for such sales; and (iv) contingent upon the District
Court approval of this Agreement and the Settlement Agreement;
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WHEREAS, each of the Purchasers is an "accredited investor";
WHEREAS, if any of the Purchasers designates any other party as a designee
for the purpose of receiving any portion of the Assigned Claims pursuant to the
terms hereof, then, prior to receiving any portion of such Assigned Claims as
designee of the specific Purchaser, such designee must execute and deliver to
Broadband a written certification ("Certification"), the form and content of
which must be satisfactory to Broadband, in which such designee represents to
the Company that such designee is an "accredited investor" under Rule 501 of
Regulation D promulgated under the Securities Act and how such designee is an
accredited investor, and that such designee is acquiring such designated
Assigned Claims for the designees' own account, for investment purposes only
and not with a view toward distribution or resale and agrees to be subject to
and bound by all of the other conditions and provisions of this Agreement
(including, but not limited to, the representations, warranties and covenants
contained in Section 5) and shall execute and deliver to Broadband an agreement
in form and substance substantially the same as this Agreement except for the
percentage of the Assigned Claims to be assigned to the designee;
WHEREAS, in reliance upon the representations made by the Purchasers in
this Agreement, the transactions contemplated by this Agreement, are such that
the offer and purchase of the Assigned Claims hereunder will be exempt from
registration under applicable federal securities laws because this is a private
placement and intended to be a nonpublic offering pursuant to Sections 4(2)
and/or 3(b) of the Securities Act and/or Regulation D promulgated under the Act.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:
1. Purchase Price. The aggregate Purchase Price for all of Broadband's,
BroadCom's and Black Giant Resources' right, title and interest in and to the
Assigned Claims shall be Four Hundred Thousand Dollars and no/100 ($400,000),
payable in cash, and other valuable consideration as described hereafter.
2. Initial Payment. The Purchasers shall pay to MidFirst Bank (the
"Escrow Agent") Two Hundred Thousand and no/100 Dollars ($200,000) (the "Initial
Payment") in cash, on or prior to the hearing date ("Hearing Date") for approval
of the Settlement Agreement and this Agreement, which is currently anticipated
to be October 16, 2000.
3. Final Payment. Within sixty (60) days of the Hearing Date (the "Final
Payment Date"), the Purchasers shall pay to the Escrow Agent Two Hundred
Thousand and no/100 Dollars ($200,000) (the "Final Payment") as the remainder
of the Purchase Price. If the Purchasers do not make such Final Payment in
its entirety by the Final Payment Date, AARO shall pay to the Escrow Agent the
balance of the Final Payment not paid by the Purchasers.
4. Assignment and Transfer of Claims. Each of Broadband, BroadCom and
Black Giant Resources will, after receipt of the Initial Payment, as described
in Section 2 hereof, and contemporaneous with the receipt of the Final Payment
referenced in Section 3 hereof , transfer the Assigned Claims to the Purchasers,
pro rata according to the percentages listed in Exhibit "A" hereof by executing
and delivering a transfer of claim covering the Assigned Claims in substan-
tially the form of Exhibit "C" attached hereto. In the event the Purchase
Price is not timely paid in its
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entirety by the Final Payment Date, the transfer, assignment and conveyance of
the Assigned Claims shall not occur, the Escrow Agent shall be directed to
return the Initial Payment to the Assigned Claim Purchasers, pro rata according
to the amounts paid by such Parties, less any escrow fee, and this Agreement
shall be deemed null and void.
5. Representations, Warranties and Covenants of Purchasers. Each of the
Purchasers hereby represents, warrants and covenants to Broadband, BroadCom,
Black Giant Resources as follows:
5.1 Investment Intent. Each Purchaser represents and warrants
that the Assigned Claims are being purchased or acquired
solely for such Purchaser's own account, for investment
purposes only and not with a view toward the distribution or
resale to others. Each Purchaser acknowledges and understands
that the Assigned Claims have not been registered under the
Securities Act by reason of a claimed exemption under the
provisions of the Securities Act which depends, in large part,
upon each Purchaser's representations as to investment
intention, investor status, and related and other matters set
forth herein. Each Purchaser understands that, in the view of
the Securities and Exchange Commission (the "Commission"),
among other things, a purchase with an intent to distribute or
resell would represent a purchase and acquisition with an
intent inconsistent with its representation to Broadband,
BroadCom, Black Giant Resources, and the Commission might
regard such a transfer as a deferred sale for which the
registration exemption is not available.
5.2 High Risk. Each Purchaser recognizes that the purchase of the
Assigned Claims involves a very high degree of risk in that
(a) as of the date of this Agreement, the Assigned Claims may
have little or no value; (b) on August 11, 2000, the
Commission filed the Commission Action against Broadband and
its president, Xxxx Xxxx, and others, alleging various
violations of federal securities laws and seeking preliminary
and permanent injunctive relief, disgorgement and civil
monetary penalties; (c) an investment in the Assigned Claims
is highly speculative and only investors who can afford the
loss of their entire investment should consider investing in
the Assigned Claims; (d) an investor may not be able to
liquidate his investment; (e) no return on investment, whether
through distributions, appreciation, transferability or
otherwise, and no performance or value by, through or of the
Assigned Claims, has been promised, assured, represented or
warranted by the Temporary Receiver, Broadband, BroadCom,
Black Giant Resources, or by any director, officer, employee,
agent or representative thereof; and, (f) the Assigned Claims
that are purchased under this Agreement (i) are not registered
under applicable federal or state securities laws, and thus
may not be sold, conveyed, assigned or transferred unless
registered under such laws or unless an exemption from
registration is available under such laws, as
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more fully described herein, and (ii) the Assigned Claims
subscribed for and that are to have no present public or other
market and will have no public market in the future.
5.3 Prior Investment Experience. Each Purchaser acknowledges that
such party has prior investment experience, including
investment in non-listed and non-registered securities,
including complex contingent financial instruments such as the
Assigned Claims, or such Purchaser has employed the services
of an investment advisor, attorney or accountant to read all
of the documents furnished or made available by Broadband,
BroadCom, Black Giant Resources to them and to evaluate the
merits and risks of such an investment on the Purchaser's
behalf, and that the Purchaser recognizes the highly
speculative nature of this investment.
5.4 No Review by the Commission. Each Purchaser hereby
acknowledges that this offering of the Assigned Claims has not
been reviewed by the Commission because this private placement
is intended to be a nonpublic offering pursuant to Sections
4(2) and/or 3(b) of the Securities Act and/or Regulation D
promulgated under the Securities Act.
5.5 Not Registered. Each Purchaser understands that the Assigned
Claims have not been registered under the Securities Act by
reason of a claimed exemption under the provisions of the
Securities Act which depends, in part, upon each Purchaser's
investment intention. In this connection, Each Purchaser
understands that it is the position of the Commission that the
statutory basis for such exemption would not be present if the
Purchaser's representations merely meant that the Purchaser's
intention was to hold such securities for a short period, such
as the capital gains period of tax statutes, for a deferred
sale, or for any other fixed period.
5.6 Sophisticated Investor. Each Purchaser (a) has adequate means
of providing for such Purchaser's current financial needs and
possible contingencies and has no need for liquidity of such
Purchaser's investment in the Assigned Claims; (b) is able to
bear the economic risks inherent in an investment in the
Assigned Claims and understands that an important
consideration bearing on Purchaser's ability to bear the
economic risk of the purchase of Assigned Claims is whether
such Purchaser can afford a complete loss of such Purchaser's
investment in the Assigned Claims and each Purchaser
represents and warrants that such Purchaser can afford such a
complete loss; and (c) has such knowledge and experience in
business, financial, investment and banking matters
(including, but not limited to, investments in restricted,
non-listed and non-registered securities, including complex
contingent financial instruments such as the Assigned Claims)
and that
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such Purchaser is capable of evaluating the merits, risks and
advisability of an investment in the Assigned Claims.
5.7 Tax Consequences. Each Purchaser acknowledges that the none
of the Temporary Receiver, Broadband, BroadCom, Black Giant
Resources, nor any director, officer, employee, agent or
representative thereof has made any representation regarding
the potential or actual tax consequences for Purchasers which
will result from entering into the Agreement. Each Purchaser
acknowledges that such Purchaser bears complete responsibility
for obtaining adequate tax advice regarding the Agreement.
5.8 Documents, Information and Access. Each Purchaser's decision
to purchase the Assigned Claims are not based on any
promotional, marketing or sales materials, and each Purchaser
and each Purchaser's representatives have been afforded, prior
to purchase thereof, the opportunity to ask questions of, and
to receive answers from, Broadband, BroadCom, Black Giant
Resources and their management, and has had access to all
documents and information which the Purchaser deems material
to an investment decision with respect to the purchase of
Assigned Claims hereunder.
5.9 No Commission. Each Purchaser agrees and acknowledges that no
commission or other remuneration is being paid or given
directly or indirectly for soliciting the subscription
described hereunder.
5.10 Accredited Investor. Each Purchaser is an "accredited
investor" under Rule 501 of Regulation D promulgated under the
Securities Act as follows:
5.10.1 Natural Person. If Purchaser is a natural
person, such person (i) has an individual net
worth, or joint net worth with such person's
spouse at the time of the purchase described
hereunder, in excess of $1,000,000 or (ii) had
individual income in excess of $200,000 in each
of the two most recent years or joint income with
such person's spouse in excess of $300,000 in
each of those years and has a reasonable
expectation of reaching the same income level in
the current year.
5.10.2 Corporation. If Purchaser is a corporation, such
corporation has total assets in excess of
$5,000,000 and was not formed for the specific
purpose of acquiring the Assigned Claims.
5.10.3 Trust. If a Purchaser is a trust, such must be
(i) a revocable or grantor trust and each person
with the power to revoke the trust must qualify
as an accredited investor under Section 5.10.1 or
5.10.2
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above and/or (ii) a trust with total assets in
excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered and
whose purchase is directed by a sophisticated
person as described in Section 5.6 hereof.
5.11 Reliance. Each Purchaser understands and acknowledges that
Broadband, BroadCom, Black Giant Resources is relying upon all
of the representations, warranties, covenants, understandings,
acknowledgments and agreements contained in this Agreement in
determining whether to accept this subscription and to sell
and issue the Assigned Claims to the Purchaser.
5.12 Restriction on Transfer of Assigned Claims. Each Purchaser,
by acceptance hereof, covenants and agrees that the Assigned
Claims are being acquired as an investment and not with a view
to the distribution thereof. The Purchaser, by acceptance
thereof, agrees that no public distribution of Assigned Claims
will be made in violation of the provisions of the Securities
Act and the Rules and Regulations promulgated thereunder and
any applicable State securities laws. The Purchaser and each
permitted transferee thereof further agrees that if any
distribution of any of the Assigned Claims is proposed to be
made, such action shall be taken only after receipt by
Broadband of an opinion of its counsel, or an opinion of
counsel reasonably satisfactory to Broadband, to the effect
that the proposed distribution will not be in violation of
either the Securities Act or applicable state law.
Furthermore, it shall be a condition to the transfer of the
Assigned Claims that any transferee thereof deliver to
Broadband his, her or its written agreement to accept and be
bound by all of the terms and conditions contained in this
Agreement.
5.13 Accuracy or Representations and Warranties. All of the
representations, warranties, understandings and
acknowledgments that the Purchaser has made herein are true
and correct in all material respects as of the date of
execution hereof. Each Purchaser will perform and comply
fully in all material respects with all covenants and
agreements set forth herein, and each Purchaser covenants and
agrees that until the acceptance of this Agreement by
Broadband, BroadCom, and Black Giant Resources, each Purchaser
shall inform Broadband immediately in writing of any changes
in any of the representations or warranties provided or
contained herein.
6. Supplements and Amendments. Broadband and the Purchasers may from
time to time supplement or amend this Agreement in order to cure any ambiguity,
to correct or supplement any provision contained herein which may be defective
or inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Parties may deem
necessary or desirable.
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7. Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of Broadband, BroadCom, Black Giant
Resources, the Purchasers and their respective successors and assigns hereunder.
8. Governing Law; Submission to Jurisdiction. This Agreement shall be
deemed to be a contract made under the laws of the State of Oklahoma and for all
purposes shall be construed in accordance with the laws of said State without
giving effect to the rules of said State governing the conflicts of laws.
All Parties hereto hereby agree that any action, proceeding or claim
against it arising out of, or relating in any way to, this Agreement shall be
brought and enforced in the courts located in Oklahoma City, Oklahoma, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Parties hereby irrevocably waive any objection to such
exclusive jurisdiction or inconvenient forum. Any such process or summons to
be served upon any of the Parties (at the option of the party bringing such
action, proceeding or claim) may be served by transmitting a copy thereof, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Exhibit "A" attached hereto. Such
mailing shall be deemed personal service and shall be legal and binding upon
the party so served in any action, proceeding or claim. The Parties agree
that the prevailing party(ies) in any such action or proceeding shall be
entitled to recover from the other party(ies) all of its/their reasonable
legal costs and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor.
9. Entire Agreement; Modification. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by
the party against whom enforcement of the modification or amendment is sought.
10. Severability. If any provision of this Agreement shall be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.
11. Captions. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive
effect.
12. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than Broadband and the
Purchasers any legal or equitable right, remedy or claim under this Agreement;
and this Agreement shall be for the sole benefit of Broadband and the
Purchasers.
13. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
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14. Assignment. This Agreement may not be assigned by the Purchasers
without prior written consent of all parties hereto. The Purchasers may be
assigned in part, or in whole if prior to any such assignment the assignee
executes and delivers to Broadband a Certification, the form and content of
which must be satisfactory to Broadband, in which such assignee represents to
Broadband that such assignee is an "accredited investor" under Rule 501 of
Regulation D promulgated under the Securities Act and how such assignee is an
accredited investor, and that such assignee is acquiring such designated
Assigned Claims for the assignee's own account, for investment purposes only
and not with a view toward distribution or resale and agrees to be subject to
and bound by all of the other conditions and provisions of this Agreement
(including, but not limited to, the representations, warranties and covenants
contained in Section 5 hereof) and such assignee shall execute and deliver to
Broadband an agreement in form and substance substantially the same as this
Agreement except for the percentage of the Assigned Claims and the name of the
assignee.
THE NEXT PAGE IS THE FIRST SIGNATURE PAGE
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the day and year first above written.
BROADBAND WIRELESS INTERNATIONAL
CORPORATION, f/k/a BLACK GIANT OIL
COMPANY, a Nevada corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to known to me to be the person whose name is subscribed to the
foregoing instrument as Receiver of Broadband Wireless International
Corporation, f/k/a Black Giant Oil Company, and acknowledged to me that he is
authorized to execute on behalf of the corporation, and that he executed the
same for the purposes and consideration therein expressed in the capacity
herein stated and as the act and deed of the corporation.
Given under my hand and seal of office this day of , 2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
10
BROADCOM WIRELESS COMMUNICATIONS CORPORATION
A/K/A BROADCOM COMMUNICATIONS GROUP, A/K/A
BROADCOM WIRELESS COMMUNICATIONS CORPORATION,
an Oklahoma corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to known to me to be the person whose name is subscribed to the
foregoing instrument as Receiver of BroadCom Wireless Communications Corporation
a/k/a BroadCom Communications Group, a/k/a BroadCom Wireless Communications
Corporation, an Oklahoma corporation, and acknowledged to me that he is
authorized to execute on behalf of the corporation, and that he executed the
same for the purposes and consideration therein expressed in the capacity
herein stated and as the act and deed of the corporation.
Given under my hand and seal of office this day of , 2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
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BLACK GIANT RESOURCES CORPORATION,
an Oklahoma corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to known to me to be the person whose name is subscribed to the
foregoing instrument as Receiver of Black Giant Resources Corporation, an
Oklahoma corporation, and acknowledged to me that he is authorized to execute
on behalf of the corporation, and that he executed the same for the purposes
and consideration therein expressed in the capacity herein stated and as the
act and deed of the corporation.
Given under my hand and seal of office this day of , 2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
12
AAROW ENVIRONMENTAL GROUP, INC.,
a Nevada corporation,
a/k/a AARO BROADBAND
WIRELESS COMMUNICATIONS, INC.
By: _______________________________
Its: President
ATTEST:
________________________
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as President of AARO Broadband Wireless
Communications Corporation, and acknowledged to me that he is authorized to
execute on behalf of the corporation, and that he executed the same for the
purposes and consideration therein expressed in the capacity herein stated and
as the act and deed of the corporation.
Given under my hand and seal of office this day
of___________________________, 2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
13
GETMORE COMMUNICATIONS, INC.,
an Oklahoma corporation
By: ________________________________
Its: President
ATTEST:
________________________
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is
subscribed to the foregoing instrument as President of Getmore Communications,
Inc., and acknowledged to me that he is authorized to execute on behalf of the
corporation, and that he executed the same for the purposes and consideration
therein expressed in the capacity herein stated and as the act and deed of the
corporation.
Given under my hand and seal of office this day
of___________________________, 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
14
GKD, INC., an Oklahoma corporation
By: ________________________________
Its: President
ATTEST:
________________________
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is
subscribed to the foregoing instrument as President of GKD, Inc., and
acknowledged to me that he is authorized to execute on behalf of the
corporation, and that he executed the same for the purposes and consideration
therein expressed in the capacity herein stated and as the act and deed of
the corporation.
Given under my hand and seal of office this day
of___________________________, 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
15
____________________________________
Xxxxxx X. Xxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxxxx
X. Xxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of , 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
16
____________________________________
Xxxx Xxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxx
Xxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of , 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
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____________________________________
Dr. Xxxx Xxxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Dr.
Xxxx Xxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
18
____________________________________
Xxxxx Xxxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that she executed the same as her free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
19
____________________________________
Xxxxx Xxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
20
____________________________________
Xxx Jadabar, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxx
Jadabar, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
21
____________________________________
Xxxx Xxxxxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxx
Xxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
22
____________________________________
Xxxxx Xxxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
23
____________________________________
Xxxx Xxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxx
Xxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
24
____________________________________
Xxxxxxx X. Xxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared
Xxxxxxx Xxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
25
____________________________________
Xxxx Xxxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF ___________ )
Before me, the undersigned authority, on this day personally appeared Xxxx
Xxxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
26
The Xxxxx Xxxxxx Trust.
By: ________________________________
Its: Trustee
TRUST ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as Trustee for The Xxxxx Xxxxxx Trust, and
acknowledged to me that he is authorized to execute on behalf of the trust,
and that he executed the same for the purposes and consideration therein
expressed in the capacity herein stated and as the act and deed of the trust.
Given under my hand and seal of office this day
of___________________________, 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
27
VIKING GROUP, LLC,
an Oklahoma limited liability company
By: ________________________________
Its: Manager
ATTEST:
________________________
Secretary
(SEAL)
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as Manager of Viking Group, LLC, and acknowledged
to me that he is authorized to execute on behalf of the limited liability
company, and that he executed the same for the purposes and consideration
therein expressed in the capacity herein stated and as the act and deed of the
limited liability company.
Given under my hand and seal of office this day
of___________________________, 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
28
STRA, LLC.,
an Oklahoma limited liability company
By: ________________________________
Its: Manager
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
_____________________, known to me to be the person whose name is subscribed to
the foregoing instrument as Manager of Stra, LLC, and acknowledged to me that
he is authorized to execute on behalf of the limited liability company, and that
he executed the same for the purposes and consideration therein expressed in
the capacity herein stated and as the act and deed of the limited liability
company.
Given under my hand and seal of office this day
of___________________________, 2000.
___________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
29
EXHIBIT "A"
Dr. Xxxx Xxxxxx $15,000 3.75%
Xxxxx Xxxxxx $10,000 2.5%
The Xxxxx Xxxxxx Trust $14,000 3.5%
Xxxxx Xxxx $10,000 2.5%
Xxx Jadabar $60,000 15%
Xxxx Xxxxxxxx $50,000 12.5%
Xxxxx Xxxxxx $50,000 12.5%
Xxxx Xxxxx $105,389 26.35%
Viking Group, LLC $25,000 6.25%
Stra, LLC $25,000 6.25%
Xxxxxxx X. Xxxxx $22,500 5.625%
Xxxx Xxxxxx $13,111 3.275%
________ ______
$400,000 100.00%
30
EXHIBIT "C"
ASSIGNMENT AND TRANSFER OF CLAIMS
In consideration of the sum of $400,000.00 (paid in the aggregate to
Broadband, as that term is defined in the Assignment of Claims Agreement dated
October ___, 2000 (the "Agreement"), the undersigned hereby assign, transfer and
convey to the Purchasers (as defined in the Agreement), on a pro rata basis as
indicated in Exhibit "A" to the Agreement all of their right, title and interest
in and to their claims, asserted and unasserted, against Xxxxx, XXXX Broadband,
Getmore, GKD, and Duke in (A) Broadband Wireless International Corporation,
f/k/a Black Giant Oil Company vs. Xxxxxx X. Xxxxx, AAROW Environmental Group,
Inc., a/k/a AARO Broadband Wireless Communications Corporation, and Getmore
Communications, Inc., Case No. CJ-2000-3816, (B) BroadCom Wireless
Communications, Corp and Black Giant Resources Corporation vs. Xxxxxx X. Xxxxx,
ARROW Environmental Groups, Inc., a/k/a AARO Broadband Wireless Communications
Corporation, and Getmore Communications, Inc., Case No. CJ-2000-5129 (the
"Second Civil Action"), and (C) Xxxx Xxxx, Xxx Xxxxx, and GKD, Inc. vs.
BroadCom Wireless Communications Corporation, Case No. CJ-2000-4813, all of
which are pending in the District Court of Oklahoma County, Oklahoma.
BROADBAND WIRELESS INTERNATIONAL
CORPORATION, f/k/a BLACK GIANT OIL
COMPANY, a Nevada corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to me to be the person whose name is subscribed to the foregoing
instrument as Receiver of BROADBAND WIRELESS INTERNATIONAL CORPORATION, f/k/a
BLACK GIANT OIL COMPANY, and acknowledged to me that he is authorized to execute
on behalf of the corporation and that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this day of ,
2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
BROADCOM WIRELESS COMMUNICATIONS
CORPORATION A/K/A BROADCOM COMMUNICATIONS
GROUP, A/K/A BROADCOM WIRELESS
COMMUNICATIONS CORPORATION, an Oklahoma
corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to known to me to be the person whose name is subscribed to the
foregoing instrument as Receiver of BroadCom Wireless Communications Corporation
a/k/a BroadCom Communications Group, a/k/a BroadCom Wireless Communications
Corporation, an Oklahoma corporation, and acknowledged to me that he is
authorized to execute on behalf of the corporation, and that he executed the
same for the purposes and consideration therein expressed in the capacity
herein stated and as the act and deed of the corporation.
Given under my hand and seal of office this day of ,
2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
32
BLACK GIANT RESOURCES CORPORATION,
an Oklahoma corporation
By: _________________________________
Its: Receiver
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to known to me to be the person whose name is subscribed to the
foregoing instrument as Receiver of Black Giant Resources Corporation, an
Oklahoma corporation, and acknowledged to me that he is authorized to execute on
behalf of the corporation, and that he executed the same for the purposes and
consideration therein expressed in the capacity herein stated and as the act and
deed of the corporation.
Given under my hand and seal of office this day of ,
2000.
____________________________________
Notary Public
My Commission Expires:
___________________
(SEAL)
33
