Exhibit 2.1
PURCHASE AGREEMENT
THIS Agreement is entered into this 19th day of May, 2003 by and between
DIGITAL BROADBAND NETWORKS, INC. ("DBN"), a company incorporated under the laws
of the state of Delaware (hereinafter referred to as "DBN"), CONVERGENT
TECHNOLOGIES, INC., a company incorporated under the laws of the state of
Delaware (hereinafter referred to as "CTI") and those certain parties listed on
Exhibit "A" attached hereto, each of whom is a stockholder of CTI (individually
referred to as a "Seller" and collectively referred to as the "Sellers")
RECITALS
WHEREAS, the Sellers own a total of 20 common shares of CTI (the "CTI
Shares") with no par value, which constitute one hundred (100%) percent of the
issued and outstanding common shares of CTI; and
WHEREAS, the Sellers desire to sell and DBN desires to purchase one hundred
(100%) percent of such CTI Shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
AGREEMENT
1. PURCHASE AND SALE
Each Seller hereby agrees to sell, transfer, assign and convey to DBN and DBN
hereby agrees to purchase and acquire from the Sellers, one hundred (100%) of
CTI Shares, in exchange for cash and securities of DBN as set forth in Section 2
hereof.
2. PURCHASE PRICE
The aggregate purchase price to be paid to the Sellers for the CTI Shares shall
be $2,600,000 to be satisfied in the following manner:
(a) $500,000 cash; and
(b) 500,000 shares of Preferred Shares, par value $0.10 per share (the "DBN
Preferred Shares") or Common Shares, par value $0.00001 per share (the "DBN
Common Shares") subject to market conditions and price of the DBN Common
Shares at the time of closing.
3. CLOSING
The closing for the transaction contemplated hereunder pursuant to this
Agreement, (the "Closing Date") shall be held at the offices of Xxxxxx, Xxxxxxxx
& Xxxxxx, PC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 on or before July 15,
2003 or at such other date, time and place as agreed to by the parties, either
orally or in writing. The closing referred to in this Section 3 shall be
referred to as the "Closing" and the date of the Closing as the "Closing Date."
At the Closing, DBN will notify its transfer agent to deliver to each of the
Sellers a certificate of the DBN Preferred Shares evidencing his ownership
thereof, in accordance with the amounts specified in Exhibit "A" attached
hereto, which certificate shall contain the restrictive legend specified in
Section 15 hereof, and each of the Sellers will deliver to DBN a certificate
evidencing all of the CTI Shares owned by him, together with a stock power,
endorsed and medallion guaranteed in blank.
4. WARRANTIES AND REPRESENTATIONS OF CTI AND SELLERS
In order to induce DBN to enter into the Agreement and to complete the
transaction contemplated hereby, CTI and each of the Sellers warrants and
represents to DBN as of the date hereof and as of the Closing that:
(a) ORGANIZATION AND STANDING. CTI is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Delaware, has full power and authority to carry on its business as now
conducted, and to own and operate its assets, properties and business.
(b) CAPITALIZATION. As of the date hereof, CTI's entire authorized equity
capital consists of 100 common shares with no par value, of which 20
common shares are currently issued and outstanding. As of the Closing,
there will be no other voting or equity securities authorized or
issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which CTI or each Seller
is bound, calling for the issuance of any additional common shares or
any other voting or equity security of CTI. All of such CTI Shares
have been duly authorized, are validly issued and are fully paid and
non-assessable, have no pre-emptive rights, and were issued in
conformity with any application federal and state securities laws. The
20 common shares constitute one hundred (100%) percent of the equity
capital of CTI, which includes one hundred (100%) percent of voting
power, right to receive dividends, when and if declared and paid, the
right to receive the proceeds of liquidation attributable to common
stock, if any.
(c) OWNERSHIP OF CTI SHARES. As of the date hereof, the Sellers are the
sole owners of the CTI Shares, free and clear of all liens,
encumbrances, and restrictions whatsoever, except that the CTI Shares
have not been registered under the Securities Act of 1933, as amended
(the "1933 Act"), or any applicable state securities laws. By the
transfer of the CTI Shares pursuant to this Agreement, DBN will
thereby acquire good and marketable title to all of the capital stock
of CTI, free and clear of all liens, encumbrances and restrictions of
any nature whatsoever, except by reason of the fact that the CTI
Shares will not have been registered under the 1933 Act, or any
applicable state securities laws.
(d) TAXES. CTI has filed all Federal, and local income or other tax
returns and reports that it is required to file with all government
agencies, wherever situate, and has paid or accrued for payment all
taxes as shown on such returns, such that a failure to file, pay or
accrue will not have a material adverse effect on CTI. Such returns
have been prepared in accordance with the applicable tax laws, rules
and regulations to which CTI is subject and CTI has delivered a true
and complete copy of all such tax return to DBN.
(e) NO PENDING ACTIONS. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial,
pending or threatened, against or affecting CTI, or against CTI's
Officers or Directors or the Sellers arising out of their operation of
CTI that are reasonably likely to have a material adverse effect on
CTI. CTI is not knowingly in violation of any law, material ordinance
or regulation of any kind whatever, including, but not limited to
laws, rules and regulations governing the sale of its services.
Neither CTI nor any Seller is subject to any order, writ, judgment,
injunction, decree, determination or award of any court, arbitrator or
administrative, governmental or regulatory authority or body.
(f) GOVERNMENTAL REGULATIONS. No approval of any trade or professional
association or agency of government is required for any of the
transaction effected by this Agreement.
(g) OWNERSHIP OF ASSETS. CTI has good, marketable title, to all of the
following, if any: its assets, properties and rights of every type and
description, including, without limitation, all cash on hand and in
banks, certificates of deposit, stocks, bonds, and other securities,
goodwill, customer lists, its corporate name and all variants thereof,
trademarks and trade names, copyrights and interests thereunder,
licenses and registrations, pending licenses and permits and
applications therefor, inventions, processes, know-how, trade secrets,
real estate and interests therein and improvements thereto, machinery,
equipment, vehicles, notes and accounts receivable, fixtures, rights
under agreements and leases, franchises, all rights and claims under
insurance policies and other contracts of whatever nature, rights in
receivables, books and records and all other property and rights of
every kind and nature owned or held by CTI as of this date, and will
continue to hold such title on and after the completion of the
transactions contemplated by the Agreement; nor, except in the
ordinary course of its business, has CTI disposed of any such asset
since the date of the most recent balance sheet.
(h) NO INTEREST IN SUPPLIERS, CUSTOMERS, LANDLORDS OR COMPETITORS. Neither
any Seller nor any member of his family have any interest of any
nature whatever in any supplier, customer, landlord or competitor of
CTI.
(i) NO DEBT OWED BY CTI TO SELLERS. CTI does not owe any money,
securities, or property to any Seller or any member of his family or
to any company controlled by such a person.
(j) CORPORATE RECORDS. All of CTI's books and records, including, without
limitation, its books of account, corporate records, minute book,
stock certificate books and other records of CTI are up-to-date,
complete and reflect accurately and fairly the conduct of its business
in all material respects since its date of incorporation. All material
reports, returns and statements currently required to be filed by CTI,
with respect to the business and operations of CTI, with any
governmental agency have been filed or valid extensions have been
obtained in accordance with normal procedures, and all governmental
reporting requirements have been complied with.
(k) NO MISLEADING STATEMENTS OR OMISSIONS. Neither this Agreement nor any
financial statement, exhibit, schedule or document attached hereto or
presented to DBN in connection herewith, contain any materially
misleading statement, or omit any fact or statement necessary to make
the other statements or facts therein set forth not materially
misleading.
(l) VALIDITY OF THE AGREEMENT. All corporate and other proceedings
required to be taken by the Seller and by CTI in order to enter into
and to carry out this Agreement have been duly and properly taken.
This Agreement has been duly executed by each Seller and by MDU, and
constitutes the valid and binding obligation of each of them, except
to the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or effecting
generally the enforcement of creditors rights. The execution and
delivery of the Agreement will not result, or with the passage of time
or notice, will not result, in the breach of any of the terms or
conditions of, or constitute a default under or violate CTI's
Certificate of Incorporation or Articles, or any material agreement,
lease, mortgage, bond, indenture, license or other material document
or undertaking, oral or written, to which CTI or the Sellers are a
party or are bound, nor will such execution and delivery violate any
order, writ, injunction, decree, law, rule or regulation of any court,
regulatory agency or other governmental body to which CTI or any
Seller is a party or is bound; and there are no restrictions which
would prevent CTI from conducting its business after the Closing as a
wholly owned subsidiary of DBN.
(m) ENFORCEABILITY OF THE AGREEMENT. This Agreement and the Exhibits
hereto which are incorporated herein and made a part hereof, when duly
executed and delivered, will be the legal, valid and binding
obligations of CTI enforceable according to their terms, except to the
extent limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the
enforcement of creditors rights, and that at the Closing, DBN will
have acquired title in and to the CTI Shares free and clear of all
claims, liens and encumbrances.
(n) ACCESS TO BOOKS AND RECORDS. DBN will have full and free access to
CTI's books during the course of this transaction prior to Closing,
during regular business hours.
(o) COMPLIANCE WITH LAWS; ENVIRONMENTAL OR OTHER RELATED MATTERS. CTI's
operations have been conducted in all material respects in accordance
with all applicable statutes, laws, rules and regulations. CTI is not
knowingly in violation of any Federal, state or local law , ordinance
or regulation or any governmental order applicable to CTI, or by which
any of its properties is subject, bound or affected, other than those
violations the existence of which will not have any material adverse
effect on CTI. There is no governmental order outstanding against CTI
(nor, to the best knowledge of CTI, threatened to be issued) that will
or would have a material adverse effect on CTI. Except as disclosed
herein, CTI currently holds (and at the Closing will hold) all the
environmental, health and safety and other permits, licenses,
authorizations, certificates and approvals of governmental
authorities, whether Federal, state or local (collectively,
"Permits"), necessary or proper for the current use, occupancy or
operation of the business, and all of the Permits are now and at the
Closing will be in full force and effect.
(p) NO PUBLIC MARKET. The Sellers understand that no public market now
exists for the Preferred Shares issued by the Company, that there can
be no assurance that a public market will ever exist for the Preferred
Shares, and that, the Company is under no obligation to register the
Preferred Shares.
5. WARRANTIES AND REPRESENTATIONS OF DBN
In order to induce the Sellers and CTI to enter into this Agreement and to
complete the transaction contemplated hereby, DBN warrants and represents to CTI
and each Seller that:
(a) ORGANIZATION AND STANDING. DBN is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Delaware, has full power and authority to carry on its business as now
conducted, and to own and operate its assets, properties and business.
(b) CAPITALIZATION.
(i) As of the date hereof., DBN's entire authorized equity capital
consists of 100,000,000 shares of common stock, par value
$0.00001 per share (the "DBN Common Shares") of which 97,900,899
shares are currently outstanding; and 1,000,000 shares of
non-voting preferred stock, par value $0.10 per share (the DBN
Preferred Shares"), of which no DBN Preferred Shares are
currently issued and outstanding. All of such DBN's Common and
Preferred Shares issued and outstanding at the Closing have been
duly authorized, validly issued and are fully paid and
non-assessable, have no preemptive rights and were issued in
compliance with all Federal and state securities laws. The
relative rights and preferences of DBN's Common and Preferred
Shares are set forth in DBN's Amended and Restated Certificate of
Incorporation and any amendments thereto. Except for stock
options, there are no other voting or equity securities
convertible into voting stock, and no outstanding subscriptions,
warrants, calls, rights, commitments or agreements by which DBN
is bound, calling for the issuance of any additional shares of
common stock or any other voting or equity security, including
without limitation, those described in Section 5(b) (ii) hereof.
(ii) Cumulative voting is not provided for by the By-Laws or
Certificate of Incorporation of DBN.
(c) OWNERSHIP OF SHARES. By DBN's issuance of the DBN Preferred Shares or
Common Shares to the Sellers pursuant to this Agreement, each Seller
will at the Closing thereby acquire good, absolute marketable title
thereto, free and clear of all liens and encumbrances of any nature
whatsoever, except that such DBN Preferred Shares have not have been
registered under the 1933 Act.
(d) TAXES. DBN has filed all Federal, state and local income or other tax
returns and reports that it is required to file with all government
agencies, wherever situate, and has paid or accrued for payment all
taxes as shown on such returns. All of such returns have been prepared
in accordance with the applicable tax laws and rules and regulations
thereunder to which DBN is subject. To DBN's knowledge, there is not
audit or threat of any audit of any tax return for any period, and DBN
knows of no basis for the assertion of any additional taxes of any
kind.
(e) NO PENDING ACTIONS; SECURITIES ISSUANCE. There are no material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against or
affecting DBN, or against DBN's Officers or Directors arising out of
their operation of DBN that are reasonably likely to have a material
adverse effect on DBN. DBN is not knowingly in violation of any law,
material ordinance or regulation of any kind whatever, including, but
not limited to the 1933 Act, the 1934 Act, the rules and regulations
of the SEC, or the securities laws and regulations of any state. DBN
is not subject to any order, writ, judgment, injunction, decree,
determination or award of any court, arbitrator or administrative,
governmental or regulatory authority or body. All of DBN's common
stock issued and outstanding at the Closing will have been issued in
compliance with all Federal and state securities laws. DBN is required
to file reports pursuant to either Section 13 or 15(d) of the 1934
Act.
(f) CORPORATE RECORDS. All of DBN's books and records, including, without
limitation, its books of account, corporate records, minute book,
stock certificate books and other records are up-to-date, complete and
reflect accurately and fairly the conduct of its business in all
material respects since its date of incorporation. All material
reports, returns and statements currently required to be filed by DBN,
with respect to the business and operations of DBN, with any
governmental agency have been filed or valid extensions have been
obtained in accordance with normal procedures, and all governmental
reporting requirements have been complied with.
(g) NO MISLEADING STATEMENTS OR OMISSIONS. Neither this Agreement nor any
financial statement, exhibit, schedule or document attached hereto or
presented to CTI in connection herewith, contain any materially
misleading statement, or omit any fact or statement necessary to make
the other statements or facts therein set forth not materially
misleading.
(h) VALIDITY OF THE AGREEMENT. All corporate and other proceedings
required to be taken by DBN in order to enter into and to carry out
this Agreement have been duly and properly taken. This Agreement has
been duly executed by DBN and constitutes a valid and binding
obligation of DBN, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of creditors
rights. The execution and delivery of the Agreement will not result,
or with the passage of time or notice, will not result, in the breach
of any of the terms or conditions of, or constitute a default under or
violate DBN's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or other l
document or undertaking, oral or written, to which DBN is a party or
is bound, or may be affected, nor will such execution, delivery and
carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental body.
(i) ENFORCEABILITY OF THE AGREEMENT. When duly executed and delivered,
this Agreement and the Exhibits hereto which are incorporated herein
and made a part hereof are legal, valid and binding obligations of DBN
enforceable according to their terms, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or effecting generally the enforcement of creditors
rights, and that at the Closing, the Sellers will have acquired title
in and to the DBN Preferred Shares free and clear of all liens and
encumbrances, other than the restrictions applicable under the 1933
Act.
(j) DBN'S FINANCIAL STATEMENTS. At or before the Closing, DBN will provide
CTI and the Sellers with its audited financial statements as of
December 31, 2001 and December 31, 2002 (the DBN Financial
Statements"). The DBN Financial Statements and the notes thereto are
true, complete and accurate and fairly present the consolidated assets
liabilities and financial condition of DBN as at the dates thereof, in
accordance with the U.S. Generally Accepted Accounting Principles
consistently applied throughout the period involved. DBN does not have
any liabilities or obligations of any nature (absolute, accrued,
contingent or otherwise) which were not fully reflected in the DBN
Financial Statements.
(k) DIRECTORS' AND STOCKHOLDER APPROVAL. Promptly upon the execution and
delivery of this Agreement, but in any event, on or before the
Closing, DBN's Board of Directors and its shareholders, if required,
by meeting or consent, will have approved this Agreement, and all
matters set forth herein as conditions precedent to the consummation
by the Sellers of the Closing hereunder.
(l) CONSENTS. Except as described in Section 8 hereof, no consent of any
person is necessary to the consummation of the transaction
contemplated, including without limitation, consents from parties to
loans, contracts, leases, other agreements or any governmental agency.
(m) COMPLIANCE WITH LAWS; ENVIRONMENTAL OR OTHER RELATED MATTERS. DBN's
operations have been conducted in all material respects in accordance
with all applicable statutes, laws, rules and regulations. DBN is not
knowingly in violation of any Federal, state or local law , ordinance
or regulation or any governmental order applicable to DBN, or by which
any of its properties is subject, bound or affected, other than those
violations the existence of which will not have any material adverse
effect on DBN. There is no governmental order outstanding against DBN
(nor, to the best knowledge of DBN, threatened to be issued) that will
or would have a material adverse effect on DBN. Except as otherwise
disclosed herein, to the best knowledge of DBN, DBN currently holds
(and at the Closing will hold) all the environmental, health and
safety and other permits, licenses, authorizations, certificates and
approvals of governmental authorities, whether Federal, state or local
(collectively, "Permits"), necessary or proper for the current use,
occupancy or operation of the business, and all of the Permits are now
and at the Closing will be in full force and effect.
6. SURVIVAL OF TERMS
All of the terms and conditions of this Agreement, together with the warranties,
representations and covenants contained herein or in any instrument or document
delivered to or to be delivered pursuant to this Agreement, shall survive the
execution of this Agreement and the Closing, notwithstanding any investigation
heretofore or hereafter made by or on behalf of any party hereto; provided,
however, that (a) the agreements and covenants set forth in this Agreement shall
survive and continue until all obligations set forth therein shall have been
performed and satisfied; and (b) all representations and warranties shall
survive and continue for, and all claims with respect thereto shall be made
prior to the end of 12 months from the Closing.
7. CONDITIONS PRECEDENT TO CLOSING BY THE SELLERS
Each and every obligation of DBN under this Agreement to be performed on or
before the Closing shall be subject to the satisfaction, of each of the
following conditions, unless waived in writing by the Sellers:
(i) REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of DBN contained in this Agreement and in all
certificates and other documents delivered and to be delivered by
DBN to the Sellers pursuant hereto or in connection with the
transactions contemplated hereby shall be in all material
respects true and accurate as of the date when made and at and as
of the Closing Date as though such representations and warranties
were made at and as of such date;
(ii) PERFORMANCE. DBN shall have performed and complied with all
agreements, obligations and conditions required by this Agreement
to be performed or complied with by it on or prior to the Closing
(iii) BOARD OF DIRECTORS AND SHAREHOLDER APPROVAL. DBN's Board of
Directors and, if required by law, its shareholders shall have
approved the transactions contemplated by this Agreement, in the
manner required by applicable state law;
(iv) CERTIFICATES. DBN shall have furnished the Sellers with such
certificates of its officers to evidence the compliance with the
conditions set forth in this Agreement as may be reasonably
requested by the Sellers.
(v) PROCEEDINGS. All proceedings to be taken in connection with the
transactions contemplated by this Agreement by DBN, and all
documents incident thereto, shall be reasonably satisfactory to
the Sellers and their counsel, and the Sellers shall have
received a true, correct and complete copy of all such documents
as the Sellers or their counsel may reasonably request in order
to establish the consummation of such transactions and the taking
of all proceedings in connection therewith.
8. CONDITIONS PRECEDENT TO CLOSING BY DBN
Each and every obligation of the Sellers and CTI under this Agreement to be
performed on or before the Closing shall be subject to the satisfaction, of each
of the following conditions, unless waived in writing by the DBN:
(i) REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of the Sellers and CTI contained in this Agreement and
in all certificates and other documents delivered and to be
delivered by the Sellers and CTI to DBN pursuant hereto or in
connection with the transactions contemplated hereby shall be in
all material respects true, complete and accurate as of the date
when made and at and as of the Closing Date as though such
representations and warranties were made at and as of such date;
(ii) PERFORMANCE. The Sellers and CTI shall have performed and
complied with all agreements, obligations and conditions required
by this Agreement to be performed or complied with by it on or
prior to the Closing;
(iii) BOARD OF DIRECTORS AND SHAREHOLDER APPROVAL. CTI's Board of
Directors and, if required by law, its shareholders shall have
approved the transactions contemplated by this Agreement, in the
manner required by applicable state law.
(iv) CERTIFICATES. The Sellers and CTI shall have furnished DBN with
such certificates to evidence the compliance with the conditions
set forth in this Agreement as may be reasonably requested by the
Sellers.
(v) PROCEEDINGS. All proceedings to be taken in connection with the
transactions contemplated by this Agreement by the Sellers and
CTI, and all documents incident thereto, shall be reasonably
satisfactory to DBN and its counsel, and DBN shall have received
a true, correct and complete copy of all such documents as DBN or
its counsel may reasonably request in order to establish the
consummation of such transactions and the taking of all
proceedings in connection therewith.
9. TERMINATION.
This Agreement may be terminated at any time before or at Closing by:
(a) the mutual agreement of the parties; or (b) any party if:
(i) any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished;
(ii) any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of this Agreement or any material component thereof.
Upon the termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this Section, each said party shall bear all
of its own costs and expenses and no party shall be liable to the other.
10. ENTIRE AGREEMENT; WAIVER OF BREACH
This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreement or understanding among them in respect of the
subject matter hereof, and there are no other agreements, written or oral, nor
may the Agreement be modified except in writing and executed by all of the
parties hereto; and no waiver of any breach or condition of this Agreement shall
be deemed to have occurred unless such waiver is in writing, signed by the party
against whom enforcement is sought, and no waiver shall be claimed to be a
waiver of any subsequent breach or condition of a like or different nature.
11. ASSIGNMENT, BINDING EFFECT
This Agreement, including both its obligations and benefits, shall inure to the
benefit of, and be binding on the respective permitted assigns, transferees,
successors and heirs of the parties. This Agreement may not be assigned or
transferred in whole or in part by any party without the prior written consent
of all other parties.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the state of Delaware. All parties hereto (i) agree that any legal suit, action
or proceeding arising out of or relating to this Agreement shall be instituted
only in a federal or state court in Delaware, (ii) waive any objection which may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the exclusive jurisdiction of such
federal or state court in Delaware in any such suit, action or proceeding, but
such consent shall not constitute a general appearance to be available to any
other person who is not a party to this Agreement.
13. COUNTERPARTS
This Agreement may be executed in duplicate facsimile counterparts, each of
which shall be deemed an original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to each party hereto.
14. SEVERABILITY
If any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provisions were not contained herein.
15. RESTRICTIVE LEGEND
Each certificate representing shares of DBN Preferred Shares or Common Shares
being issued to the Sellers shall bear the following legend in addition to such
other restrictive legend as may be required by law or as mutually agreed by all
parties hereto:
"The Shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws, and no sale or transfer thereof may be effected
without an effective registration statement or an opinion of counsel
for the holder, satisfactory to the company, that such registration is
not required under the Act and any applicable state securities laws."
16. INDEMNIFICATION.
Each party to this Agreement, shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident to
any of the foregoing, resulting from any misrepresentations, breach of covenant
or warranty or non-fulfillment of any agreement on the part of such party under
this Agreement or from any misrepresentation in or omission from any certificate
furnished or to be furnished to a party hereunder. Subject to the terms of this
Agreement, the defaulting party shall reimburse the other party or parties on
demand, for any reasonable payment made by said parties at any time after the
Closing, in respect of any liability or claim to which the foregoing indemnity
relates, if such payment is made after reasonable notice to the other party to
defend or satisfy the same and such party failed to defend or satisfy the same.
16. NUMBER AND GENDER
Wherever from the context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural; and pronouns
stated either in the masculine, the feminine or the neuter gender shall include
the masculine, feminine and neuter.
17. EXPENSES, TRANSFER TAXES, ETC.
Whether or not the transaction contemplated by this Agreement shall be
consummated, each party agrees that all fees and expenses incurred by each of
them in connection with this Agreement shall be borne by each of them
respectively, and no party shall be liable for the expenses of any other party
hereunder.
18. NOTICES
All notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent by courier service or
prepaid first class registered or certified mail, return receipt requested.
If to DBN:
Digital Broadband Networks, Inc.
Suite 11.02 Menara Merais
Xx. 0, Xxxxx 00/0
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
If to Sellers or CTI
Convergent Technologies Inc.
00000 Xxxx Xxxxx
Xxxxxx Xxxxx Xxxxxx, XX 00000
XXXXXX XXXXXX
19. HEADINGS
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
DIGITAL BROADBAND NETWORKS, INC.
/s/ Xxxxxxx Soon-Xxxx Xxx
------------------------------------
Signature
Print Name: Xxxxxxx Soon-Xxxx Xxx
Title: Chairman & CEO
CONVERGENT TECHNOLOGIES INC.
/s/ Xxxxxx Xxxx Talib
------------------------------------
Signature
Print Name: Xxxxxx Xxxx Talib
Title: President
SELLERS:
XXXXXX XXXX TALIB
/s/ Xxxxxx Xxxx Talib
----------------------------
Signature
ISLINA ABDULLAH
/s/ Islina Abdullah
----------------------------
Signature
EXHIBIT "A"
SHAREHOLDERS OF CTI
NAME AND ADDRESS NUMBER OF CTI SHARES
------------------------------ --------------------
Xxxxxx Xxxx Talib 10
00000 Xxxx Xxxxx
Xxxxxx Xxxxx Xxxxxx, XX 00000
Islina Abdullah 10
00000 Xxxx Xxxxx
Xxxxxx Xxxxx Xxxxxx, XX 00000
