EXHIBIT 10.4
AGREEMENT TO MERGE
FREEDOM HOMES, INC. - HOMES BY OWNERS, INC.
MARCH 25, 2005
This Agreement to Merge ("Agreement") dated as of the 25th day of
March, 2005, by and between Xxx Xxxxx ("Xxxxx"), Freedom Homes, Inc., a Georgia
corporation ("Freedom"), R. Wireless, Inc., a Georgia corporation ("Wireless"),
Homes By Owners, Inc., a Georgia corporation ("Homes") and Xxxxxx X. Xxxxxx
("Xxxxxx");
WITNESSETH
----------
WHEREAS, Evans owns 100% ("Freedom Outstanding Shares") of the issued
and outstanding shares of Freedom's common stock ("Freedom Common"); and
WHEREAS, Wireless owns 95% ("Current Wireless Shares"), and Xxxxxx owns
5% ("Xxxxxx Shares"), of the issued and outstanding shares of Homes' common
stock ("Common"); and
WHEREAS, the parties hereto desire that Freedom merge into Homes
("Merger") in a statutory merger under Georgia law that will qualify as a tax
free reorganization for Federal and Georgia tax purposes, with the resulting
corporation ("Resulting Corporation") named Freedom Homes, Inc., with its common
stock ("Resulting Common") that is outstanding following the Merger being held
as follows:
Shareholders Shares of Resulting Common Designation
------------ -------------------------- -----------
Xxxxx 4,100,000 Xxxxx Shares
Wireless 2,100,000 Continuing Wireless Shares
Xxxxxx 300,000 Xxxxxx Shares
-----------
Total 6,500,000 Outstanding Resulting Common
which, after the contemplated sale of 500,000 additional shares of Resulting
Common would result in the outstanding Resulting Common being held as follows:
Shareholders Shares of Resulting Common Percentage of Outstanding
------------ -------------------------- -------------------------
Xxxxx 4,100,000 58.57
Wireless 2,100,000 30.00
New Investors 500,000 7.14
Xxxxxx 300,000 4.29
----------- --------
Total 7,000,000 100.00
1
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises and covenants hereinafter set forth, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, do hereby agree as follows:
1. MERGER.
The parties will cause the Merger to occur as promptly as
practicable. They will take all reasonable action, including the preparation of
documents, filing with the State of Georgia and publication, necessary or
desirable, to effectuate the Merger. The Articles of Incorporation and By-laws
of Homes will continue as the Articles of Incorporation and By-laws of the
Resulting corporation, the directors of the Resulting Corporation will be Xxxxxx
X. Xxxxxx, as Chairman, Xxxxx and such other person as Xxxxx may designate, and
the officers of the Resulting Corporation will be Xxxxx as President and chief
Executive Officer and such other persons for such other positions as Xxxxx my
designate.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOMES AND WIRELESS. As
material inducements to the execution, delivery and performance of this
Agreement by Xxxxx and Freedom, Homes and Wireless each, jointly and severally,
hereby represent, warrant and covenant to Xxxxx and Freedom as follows:
(a) AUTHORITY. Each of Homes and Wireless has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and to perform its obligations under this Agreement. This Agreement
constitutes the legal, valid and binding obligation of each of Homes and
Wireless.
(b) CORPORATE EXISTENCE; GOOD STANDING OF HOMES. Homes is a corporation
duly organized, validly existing and in good standing under the laws of the
state of Georgia. Wireless has all necessary corporate power to own all of its
assets and to carry on its business as such business is now being conducted.
Homes has furnished to Xxxxx a complete and correct copy of its Articles of
Incorporation, Certificate of Incorporation and Bylaws, each as amended or
restated, as currently in effect and as of the effectiveness of the Merger.
Homes is not in violation of any of the provisions of its Articles of
Incorporation, Certificate of Incorporation or Bylaws. Homes has provided Xxxxx
and Freedom with complete and accurate copies of all the minute books of Homes
and such minute books contain in all material respects complete and accurate
records of all actions taken and resolutions adopted by the Board of Directors
(and any committees thereof) and shareholders of Homes since its organization.
(c) CAPITALIZATION OF HOMES. The authorized equity securities of Homes
consist of 50,000,000 shares of Common and 1,000,000 shares of preferred stock,
of which 6,000,000 shares are issued and outstanding, 5,700,000 being held and
beneficially owned by Wireless and constituting the current Wireless Shares and
300,000 held and beneficially owned by Xxxxxx and constituting the Xxxxxx
shares. There are no options, commitments, rights, warrants or other contracts
relating to the issuance, sale, or transfer of any equity securities or other
securities of Homes, except as provided in this Agreement. None of the
outstanding equity securities or other securities of Homes was issued in
violation of any federal or state securities laws. Homes does not own or have
any contract to acquire any equity securities or other securities of any person
or any direct or indirect equity or ownership interest in any other business
except as provided in this Agreement.
2
(d) NO CONFLICTS. The execution and delivery of this Agreement by Homes
and Wireless do not, and the performance by Homes or Wireless of their
respective obligations hereunder shall not, with or without the giving of notice
or the passage of time or both, (i) violate any judgment, writ, injunction or
order of any court, arbitrator or governmental agency applicable to Homes or
Wireless, or (ii) conflict with, result in the breach of any provision of or the
termination of, or constitute a default under, any agreement to which Homes or
Wireless is a party or by which Homes or Wireless is or may be bound.
(e) TITLE TO XXXXX SHARES. Upon the entitlement of Xxxxx to the Xxxxx
Shares, Xxxxx will own the entire legal and beneficial interest in the Xxxxx
Shares free and clear of all liens, pledges, security interests and
encumbrances, and subject to no legal, equitable, transfer or other restrictions
of any kind, except any such resulting from circumstances involving Xxxxx or
Freedom or any affiliate of either that are unrelated to Wireless, Homes or any
affiliate of either or that are transfer restrictions imposed by operation of
applicable federal and state securities laws. There are no claims, demands,
suits, proceedings or causes of action pending or, to the best knowledge,
information and belief of Wireless or Homes, threatened against Homes or
Wireless that would concern or affect title to any of the Xxxxx Shares or that
seek to compel the issuance of shares or other securities of Homes.
(f) CONTRACTS. Homes has delivered to Xxxxx true copies of all written,
and disclosed to Xxxxx all oral, material outstanding contracts, obligations and
commitments of Homes (or of Wireless that relate to the operation of Homes), the
individual contracts for inclusion in for sale by owner magazine not being
deemed material. All of such contracts, obligations and commitments are valid,
binding and in full force and effect and are cancelable within 30 days or less.
(g) FINANCIAL STATEMENTS. Homes has heretofore provided Xxxxx with
financial information about Homes, including, but not limited to, (i) balance
sheets dated June 30, 2004 and September 30, 2003 and results of operations and
cash flows for the nine month period ended June 30, 2004 and for the year ended
September 30, 2003 (collectively, the "Homes Financial Statements"). All of the
Homes Financial Statements are true, correct and complete and have been prepared
in accordance with generally accepted accounting principles consistently
followed throughout the periods indicated, reflect all material liabilities of
Homes, including all material contingent liabilities of Homes, as of their
respective dates, and present fairly the financial position of Homes as of such
dates and the results of operations and cash flows for the period or periods
reflected therein. Neither Wireless nor Homes has received any advice or
notification from its independent certified public accountants that Homes has
used any improper accounting practice that would have the effect of not
reflecting or incorrectly reflecting in the Homes Financial Statements or in the
books and records of Homes any properties, assets, liabilities, revenues or
expenses.
3
(h) NO UNDISCLOSED LIABILITIES. Homes has no material liabilities or
obligations (absolute, accrued, contingent or otherwise) which are not reflected
in the Financial Statements or notes thereto, except for (i) liabilities and
obligations incurred in the ordinary course of business since June 30, 2004,
(ii) liabilities or obligations arising as a result of the transactions
contemplated hereby, or (iii) liabilities or obligations disclosed in Schedule
2(h) or otherwise herein; including without limitation any liability for any
discontinued operations (as such term is used in accordance with GAAP) or with
respect to any business or assets formerly owned or operated by Homes or with
respect to any predecessor of Homes.
(i) LITIGATION. Homes is not engaged in, and does not believe that it
is faced with claims that will eventuate in, litigation or alternative dispute
resolution proceedings, except for an action in the Magistrate's Court of
Columbia County, Georgia, by Xxxxx X. Xxxxxxx for $199.00 plus interest and
costs for failure to timely publish a notice in for sale by owner magazine,
which action improperly names Xxxxxx, instead of Homes, as defendant and which
is being vigorously defended by Xxxxxx and Homes.
(j) PERMITS, LICENSES, AND COMPLIANCE WITH LAWS IN GENERAL. Homes has
obtained all necessary permits and licenses and other governmental
authorizations and approvals necessary for the conduct of its operations. Homes
is not engaging in any activity or omitting to take any action that is or
creates a violation of any federal or state law, statute, ordinance, or
regulation and has not so engaged or omitted since its incorporation. Neither
Homes nor Wireless has received any notices of material violations of any
federal, state or local laws, regulations and ordinances relating to Homes's
operations, and no notice of any pending inspection or violation of any such
law, regulation or ordinance has been received by either Homes or Wireless.
(k) NO UNTRUE REPRESENTATIONS. No representation or warranty by Homes
or Wireless in this Agreement and no Schedule issued by the Homes or Wireless
and furnished or to be furnished to Xxxxx pursuant hereto, or in connection with
the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact
necessary to make the statements or facts contained therein not misleading.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX AND FREEDOM. As
material inducements to the execution, delivery and performance of this
Agreement by Homes and Wireless, Xxxxx and Freedom do each, jointly and
severally, hereby represent and warrant to Homes and Wireless as follows:
(a) AUTHORITY. Each of Xxxxx and Freedom has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and to perform his obligations under this Agreement. This Agreement
constitutes the legal valid and binding obligation of each of Xxxxx and Freedom.
(b) CORPORATE EXISTENCE; GOOD STANDING OF FREEDOM. Freedom is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Georgia. Freedom has all necessary corporate power to own all of
its assets and to carry on its business as such business is now being conducted.
Xxxxx has furnished to Homes and Wireless a complete and correct copy of
Freedom's Articles of Incorporation, Certificate of Incorporation and Xxxxxx,
0
each as amended or restated, as currently in effect and as in effect as of the
transaction set forth in Subparagraph 1(b). Freedom is not in violation of any
of the provisions of its Articles of Incorporation, Certificate of Incorporation
or Bylaws. Freedom has provided to Homes and Wireless complete and accurate
copies of all the minute books of Freedom and such minute books contain in all
material respects complete and accurate records of all actions taken and
resolutions adopted by the Boards of Directors (and any committees thereof) and
shareholders of Freedom since its organization.
(c) CAPITALIZATION OF FREEDOM. The authorized equity securities of
Freedom consist of 10,000 shares of common stock, of which 1,000 shares are
issued and outstanding and constitute the Freedom Outstanding Shares, making
Xxxxx the owner of 100% of the outstanding equity of Freedom. There are no
options, commitments, rights, warrants or other contracts relating to the
issuance, sale, or transfer of any equity securities or other securities of
Freedom, except as provided in this Agreement. None of the outstanding equity
securities or other securities of Freedom was issued in violation of any federal
or state securities laws. Freedom does not own or have any contract to acquire
any equity securities or other securities of any person or any direct or
indirect equity or ownership interest in any other business.
(d) NO CONFLICTS. The execution and delivery of this Agreement by Xxxxx
and Freedom do not, and the performance by Xxxxx and Freedom of their respective
obligations hereunder shall not, with or without the giving of notice or the
passage of time or both, (i) violate any judgment, writ, injunction or order of
any court, arbitrator or governmental agency applicable to Xxxxx or Freedom or
(ii) conflict with, result in the breach of any provision of or the termination
of, or constitute a default under, any agreement to which Xxxxx or Freedom is a
party or by which Xxxxx or Freedom is or may be bound.
(e) TITLE TO THE SHARES. Xxxxx is the legal and beneficial owner of the
Freedom Outstanding Shares. The Freedom Outstanding Shares are free and clear of
all liens, pledges, security interests and encumbrances whatsoever. There are no
claims, demands, suits, proceedings or causes of action pending or, to the best
knowledge, information and belief of Xxxxx, threatened against Xxxxx or Freedom
that concern or affect title to any of the Freedom Outstanding Shares or that
seek to compel the issuance of shares or other securities of Freedom. Xxxxx
acquired the Freedom Outstanding Shares in transactions that fully complied with
the provisions of all applicable federal and state securities laws.
(f) CONTRACTS. Xxxxx and/or Freedom has delivered to Homes and Wireless
true copies of all written, and disclosed to Homes and Wireless all oral,
material outstanding contracts, obligations and commitments of Freedom (or of
Xxxxx that relate to the operations of Freedom). All of such contracts,
obligations and commitments are valid, binding and in full force and effect and
cancelable within 30 days or less.
(g) FINANCIAL STATEMENTS. Xxxxx has heretofore provided Wireless and
Homes with financial information about Homes, including, but not limited to, (i)
balance sheets dated February 29, 2004 and February 28, 2003 and results of
operations and cash flows for the years ended February 29, 2004 and February 28,
2003 (collectively, the "Freedom Financial Statements"). All of the Freedom
5
Financial Statements are true, correct and complete and have been prepared in
accordance with generally accepted accounting principles consistently followed
throughout the periods indicated, reflect all material liabilities of Freedom,
including all material contingent liabilities of Freedom, as of their respective
dates, and present fairly the financial position of Freedom as of such dates and
the results of operations and cash flows for the period or periods reflected
therein. Neither Xxxxx nor Freedom has received any advice or notification from
its outside accountants or bookkeepers that Freedom has used any improper
accounting practice that would have the effect of not reflecting or incorrectly
reflecting in the Freedom Financial Statements or the books and records of any
of Freedom properties, assets, liabilities, revenues or expenses.
(h) NO UNDISCLOSED LIABILITIES. Freedom has no liabilities or
obligations (absolute, accrued, contingent or otherwise) which are not reflected
in the Financial Statements or notes thereto, except for (i) liabilities and
obligations incurred in the ordinary course of business since February 29, 2004,
(ii) liabilities or obligations arising as a result of the transactions
contemplated hereby, or (iii) liabilities or obligations disclosed in Schedule
3(h) or otherwise herein; including without limitation any liability for any
discontinued operations (as such term is used in accordance with GAAP) or with
respect to any business or assets formerly owned or operated by Freedom or with
respect to any predecessor of Freedom.
(i) LITIGATION. Freedom is not engaged in, and does not believe that it
is faced with claims that will eventuate in, litigation or alternative dispute
resolution proceedings. Mr. and Xxx. Xxxxxxxx, customers of Freedom, have
received a home they believe requires repair, which the manufacturer is
undertaking to perform. Freedom believes this matter will be settled amicably,
but if not it could lead to litigation or alternative dispute resolution
proceedings involving Freedom.
(j) PERMITS, LICENSES, AND COMPLIANCE WITH LAWS IN GENERAL. Freedom has
obtained all necessary permits and licenses and other governmental
authorizations and approvals necessary for the conduct of its operations.
Freedom is not engaging in any activity or omitting to take any action that is
or creates a violation of any federal or state law, statute, ordinance, or
regulation and has not so engaged or omitted since its incorporation. Neither
Xxxxx nor Freedom has received any notices of material violations of any
federal, state or local laws, regulations and ordinances relating to Freedom's
operations, and no notice of any pending inspection or violation of any such
law, regulation or ordinance has been received by either Xxxxx or Freedom.
(k) UNTRUE REPRESENTATIONS. No representation or warranty by Xxxxx or
Freedom in this Agreement and no Schedule issued by Xxxxx or Freedom and
furnished or to be furnished to Homes or Wireless pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements or facts contained therein not
misleading.
4. RESIGNATIONS. Concurrently with the transactions set forth in
Subparagraph 1(a) above, Wireless and Homes will cause all directors and
officers of Homes to submit their resignations from such positions to Homes.
6
5. SPIN OFF. Following the effectiveness of the Merger, Wireless,
Homes, Xxxxx and Freedom will use their respective best efforts to cause at
least 50% (and possibly all) of the Continuing Wireless Shares to be spun off to
the shareholders of Wireless. It is recognized that to effect such spin off,
compliance with applicable Federal and state securities laws will be required
(which may include appropriate filings with applicable regulatory authorities),
that the spin of must comply with Georgia law, particularly those aspects of
such law that regulate distribution of assets by a corporation, and that audited
financial statements of Freedom and Homes may be required.
6. PRIVATE PLACEMENT. Following the effectiveness of the Merger,
Wireless, Homes and Freedom will use their respective best efforts to raise at
least $500,000 (prior to commissions and expenses) in a private placement
through the sale of 500,000 shares of Common at $1.00 a share to Accredited
Investors (as that term is defined in Rule 501(a) under the Securities Act of
1933).
7. INDEMNIFICATION.
(a) INDEMNIFICATION BY WIRELESS AND HOMES. Wireless and Homes (for
purposes of this Subsection 7(a) and, to the extent applicable, Subsection 7(c),
each the "Indemnitor"), shall each, jointly and severally, indemnify and hold
Xxxxx and the Resulting Corporation and their respective agents, officers,
directors, shareholders, agents and employees (to the extent applicable, each of
the foregoing being herein referred to for purposes of Subsection 7(c) as an
"Indemnified Person"), harmless from against any and all liabilities, losses,
claims, damages, actions, suits, costs, deficiencies and expenses (including
reasonable attorneys' fees and disbursements through appeal) arising from or by
reason of or resulting from any breach by the Indemnitor of any representation,
warranty, agreement or covenant contained in this Agreement and each document or
other instrument furnished or to be furnished by the Indemnitor hereunder.
(b) INDEMNIFICATION BY XXXXX. Xxxxx (for purposes of this Subsection
7(b) and, to the extent applicable, Subsection 7(c), the "Indemnitor"), shall,
jointly and severally, indemnify and hold Wireless and the Resulting Corporation
and their respective agents, officers, directors, shareholders, agents and
employees (to the extent applicable each of the foregoing, including Wireless
and Homes, being herein referred to for purposes of Subsection 7(c) as an
"Indemnified Person"), harmless from and against any and all liabilities,
losses, claims, damages, suits, costs, deficiencies and expenses (including
reasonable attorneys' fees and disbursements through appeal) arising from or by
reason of or resulting from any breach by the Indemnitor of any representation,
warranty, agreement or covenant contained in this Agreement and each document or
other instrument furnished or to be furnished by the Indemnitor hereunder.
7
(c) INDEMNIFICATION PROCEDURE. Within 60 days after an Indemnified
Person receives written notice of the commencement of any action or other
proceeding in respect of which indemnification or reimbursement may be sought
hereunder, or within such lesser time as may be provided by law for the defense
of such action or proceedings, such Indemnified Person shall notify the
Indemnitor(s) thereof. If any such action or other proceeding shall be brought
against any Indemnified Person, the Indemnitor(s) shall, upon written notice,
given within a reasonable time following receipt by the Indemnitor(s) of such
notice from the Indemnified Person, be entitled to assume the defense of such
action or proceeding with counsel chosen by the Indemnitor(s) and reasonably
satisfactory to the Indemnified Person; provided, however, that any Indemnified
Person may at its own expense retain separate counsel to participate in such
defense. Notwithstanding the foregoing, an Indemnified Person shall have the
right to employ separate counsel at the Indemnitor's expense and to control its
own defense of such action or proceeding, if, in the reasonable opinion of
counsel to such Indemnified Person, (i) there are or may be legal defenses
available to such Indemnified Person or to other Indemnified Persons that are
different from or additional to those available to the Indemnitor(s) and which
could not be adequately advanced by counsel chosen by the Indemnitor(s), or (ii)
a conflict or potential conflict exists between the Indemnitor(s) and such
Indemnified Person that would make such separate representation advisable;
provided, however, that in no event shall the Indemnitor(s) be required to pay
fees and expenses hereunder for more than one firm of attorneys in a
jurisdiction in any one action or proceeding or group of related actions or
proceedings. The Indemnitor(s) shall not, without the prior written consent of
any Indemnified Person, settle or compromise or consent to the entry of any
judgment and any pending or threatened claim, action or proceeding to which such
Indemnified Person is a party unless such settlement, compromise or consent
includes an unconditional release of such Indemnified Person from all liability
arising or potentially arising or by reason of such claim, action or proceeding.
(d) Other than with respect to the representations, warranties and
covenants set forth in Subsections 2(a), (b), (c) or (e) and Subsections 3(a),
(b), (c) or (e), which shall continue indefinitely, the indemnification
obligations set forth herein shall be limited in time to 12 months from the date
of this Agreement.
(e) All remedies for damages relating to this Agreement will be
governed by the terms and conditions of this Section 7, and the parties hereto
waive any other or different remedies.
8. MISCELLANEOUS PROVISIONS.
(a) SURVIVAL. All representations, warranties, covenants and agreements
made by the parties to this Agreement shall not be discharged or dissolved upon,
but shall survive, the transactions set forth herein.
(b) FURTHER ASSURANCES. Each of the parties hereto will (i) furnish
upon request to each other such further information, (ii) execute and deliver to
each other such other documents and (iii) do such other acts and things, all as
any other party may reasonably request for the purpose of carrying out the
intent of this Agreement.
8
(c) WAIVER. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Agreement shall
operate as a waiver of such right, power or privilege, and no single or partial
exercise of any such right, power or privilege shall preclude any other or
further exercise of such right, power or privilege, or the exercise of any other
right, power or privilege. To the maximum extent permitted by applicable law,
(i) no claim or right arising out of this Agreement or the documents referred to
in this Agreement can be discharged by one party, in whole or in part, by a
waiver or a renunciation of the claim or right unless in writing, signed by the
other party; (ii) no waiver that may be given by a party shall be applicable
except in the specific instance for which it is given; and (iii) no notice to or
demand on one party shall be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement or the documents
referred to in this Agreement.
(d) NOTICES. All notices, consents, waivers and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been given (i) if personally delivered, upon delivery or refusal
of delivery; (ii) if mailed by registered or certified United States mail,
return receipt requested, postage prepaid, upon delivery or refusal of delivery;
(iii) if sent by a nationally recognized overnight delivery service, upon
delivery or refusal of delivery or (iv) if sent by Telecopier or other
electronic means, upon confirmation of completion of the transmission. All
notices, consents, waivers or other communications required or permitted to be
given hereunder shall be addressed to the respective party to whom such notice,
consent, waiver or other communication relates at the following addresses:
If to Evans or Freedom: Mr. Xxx Xxxxx
Freedom Homes, Inc.
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
(Tel) 000-000-0000
(Fax) 000-000-0000
If to Homes: Homes By Owners, Inc.
c/o Freedom Homes, Inc.
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
(Tel) 000-000-0000
(Fax) 000-000-0000
with copy to Wireless, whose contact information is set forth below:
9
If to Wireless: R Wireless, Inc.
c/o Xxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
(Tel) 000-000-0000
(Fax) 000-000-0000
(e-mail) xxxxxxxxx_xxxxxxx@xxxxx.xxx
with, in the case of notices to Homes or Wireless, a copy to:
Xxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxxxxxxx Young & Rediker, LLC
0000 Xxxx Xxxxx Tower
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
(Tel) (000) 000-0000
(Fax) (000) 000-0000
(e-mail) xxx@xxx.xxx
If to Xxxxxx:
Xx. Xxxxxx X. Xxxxxx
0000 Xxxxxxxx Xx, Xxxxx 00X
Xxxxxxxx, XX 00000
(Tel) (000) 000-0000
(e-mail) xxxxxxx000@xxxxxxx.xxx
or such other address as any party or the designated recipients of copies shall
have previously specified by notice in writing to the other parties or the
designated recipients of copies may have specified to the parties. The parties
may specify new persons to receive copies of notices or may terminate persons to
receive copies of notices, provided, however, that no changes may be made in the
persons entitled to receive copies of notices to Homes without the consent of
Wireless.
(e) ENTIRE AGREEMENT, AMENDMENT. This Agreement supersedes all prior
agreements or understandings between the parties with respect to its subject
matter and constitutes a complete and exclusive statement of the terms of this
Agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
(f) BINDING EFFECT, THIRD-PARTY RIGHTS. This Agreement shall inure to
the sole benefit of, and shall be binding upon, the parties hereto and their
respective successors, assigns, heirs and legal representatives. Delegation of
any covenants hereunder shall not relieve the party so delegating of any
liability or obligation hereunder. Nothing expressed or referred to in this
Agreement shall be construed to give any person or entity other than the parties
to this Agreement any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provision of this Agreement.
10
(h) CONSTRUCTION. The headings of sections and subsections in this
Agreement are provided for convenience only and shall not affect its
construction or interpretation. All references to "Section" or "Sections" or
"Subsection" or "Subsections" refer to those of this Agreement. All words used
in this Agreement shall be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word "including"
does not limit the preceding words or terms. The terms "herein", "hereof",
"hereto" or "hereunder" or similar terms shall be deemed to refer to this
Agreement as a whole and not to a particular Section.
(i) GOVERNING LAW. This Agreement shall be construed, interpreted and
governed in accordance with the law of the State of Georgia applicable to
contracts entered into by residents of Georgia, and fully to be performed, in
Georgia.
(j) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this
Agreement and all of which, when taken together, shall be deemed to constitute
one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
/s/ Xxx Xxxxx
---------------------------
Xxx Xxxxx
FREEDOM HOMES, INC.
By: /s/ Xxx Xxxxx
--------------------------
Xxx Xxxxx, President
R WIRELESS, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx, Chairman
HOMES BY OWNERS, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx, Chairman
/s/ Xxxxxx Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
11
SCHEDULE 2(h)
LIABILITIES
No Material Liabilities
SCHEDULE 3(h)
LIABILITIES
No Material Liabilities
12
