Exhibit 10.3
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of February 29, 2000, by and among the
stockholders of Unwire AB (publ), org. no. 556522-7617, a corporation
organized under the laws of Sweden (the "Company") listed on Schedule I
attached hereto (each a "Seller", and collectively, the "Sellers"), CELLPOINT
INC., a corporation organized under the laws of the State of Nevada
("CellPoint"), CELLPOINT SWEDISH HOLDINGS LTD., a corporation organized under
the laws of England and Wales and a wholly-owned subsidiary of CellPoint (the
"Purchaser Sub"; CellPoint and the Purchaser Sub are hereinafter collectively
referred to as the "Purchaser"), SALANS XXXXXXXXX XXXXXXXXX XXXXXXX & XXXXXX,
as Escrow Agent (the "Escrow Agent"), U.S. STOCK TRANSFER CORPORATION, as
depositary (the "Depositary"), and PER XXXXXXXX, as Sellers' Agent.
WITNESSETH:
WHEREAS, the Sellers, CellPoint and Purchaser Sub have entered into a
certain Purchase and Sale Agreement, dated as of February 16, 2000 (as amended
and in effect from time to time, the "Purchase Agreement"), pursuant to which
(i) the Purchaser purchased from the Sellers all of the issued and outstanding
equity securities and securities convertible into or exercisable for the equity
securities of the Company, and (ii) the Purchaser is issuing to the Sellers, as
consideration for such purchase, an aggregate of 1,075,000 shares (the
"CellPoint Shares") of the Common Stock, par value $0.001 per share (the "Common
Stock") of the Purchaser;
WHEREAS, pursuant to the terms of the Purchase Agreement, the
Purchaser and the Sellers desire to enter into this Agreement in consideration
for their respective obligations thereunder;
WHEREAS, the Purchaser and the Sellers wish to deposit into escrow
shares of Common Stock of CellPoint in order to facilitate any payments that the
Sellers or the Purchaser may be required to make in the event that an
indemnification obligation is imposed under Article X of the Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. DEFINED TERMS. All capitalized terms used herein and not
otherwise defined herein shall have the same respective meanings set forth in
the Purchase Agreement.
2. ACCEPTANCE OF DUTIES. The Sellers and the Purchaser hereby
appoint and designate the Escrow Agent to receive, hold and dispose of, the
Escrow Shares (as hereinafter
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defined) and all proceeds thereof in accordance with the terms, conditions and
provisions of this Agreement. The Escrow Agent hereby agrees to act as Escrow
Agent and to receive, hold and dispose of the Escrow Shares, in accordance with
the terms of this Agreement, PROVIDED, HOWEVER, that the Escrow Agent shall have
no duties hereunder unless and until the Escrow Agent receives the Escrow Shares
pursuant to Section 3 hereof; and PROVIDED FURTHER, that the Escrow Agent may
appoint the Depositary to hold the Escrow Shares on its behalf pursuant to this
Agreement.
3. DELIVERY OF ESCROW SHARES. On the Closing Date:
(a) CellPoint shall deliver or cause to be delivered to the
Escrow Agent, to be held by the Escrow Agent pursuant to, and in
accordance with, Article X of the Purchase Agreement and this
Escrow Agreement, stock certificates evidencing 53,738 CellPoint
Shares (constituting approximately 5% of the aggregate CellPoint
Shares to be issued to the Sellers under the Purchase Agreement;
the "Seller Escrow Shares"). The Seller Escrow Shares shall be held
in escrow pending determination of any indemnification obligations
of the Sellers pursuant to Article X of the Purchase Agreement. The
Sellers and the Purchaser hereby agree that such deposit of the
Seller Escrow Shares satisfies the requirements of Section
2.03(b)(ii)(A) of the Purchase Agreement.
(b) CellPoint shall deliver an instruction letter (the "Share
Reserve Letter") to the Depositary, in its capacity as the stock
transfer agent for CellPoint, directing the transfer agent to
reserve for issuance out of CellPoint's authorized but unissued
shares of CellPoint Common Stock, 53,750 shares of CellPoint Common
Stock, which are to be issued by the transfer agent upon receipt of
instructions of the Escrow Agent in accordance with this Agreement,
upon determination of any indemnification obligations of the
Purchaser pursuant to Article X of the Purchase Agreement (the
"Purchaser Escrow Shares"). The Sellers and the Purchaser hereby
agree that the delivery of the Share Reserve Letter, and the
transfer agent's acknowledged receipt thereof, satisfies the
requirements of Section 2.03(b)(ii)(B) of the Purchase Agreement.
The Seller Escrow Shares and the Purchaser Escrow Shares are collectively
referred to as the "Escrow Shares". The share certificates evidencing the Seller
Escrow Shares deposited in escrow with the Escrow Agent shall be accompanied by
duly endorsed stock powers which are also to be held in escrow. The Sellers, the
Purchaser and the Escrow Agent hereby agree that the Escrow Agent shall cause
the Depositary to hold the Escrow Shares in the name and on behalf of the Escrow
Agent, and the Depositary shall distribute or issue such Escrow Shares, as the
case may be, only upon the instructions of the Escrow Agent in accordance with
this Agreement. Upon receipt of the Seller Escrow Shares and the Share Reserve
Letter, the Escrow Agent and the Depositary shall acknowledge receipt thereof by
delivery of a written acknowledgment thereof to the Sellers and the Purchaser.
The Escrow Shares shall not be subject to lien or attachment by any creditor of
any party hereto and shall be used solely for the purpose set forth in this
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Agreement. The Escrow Shares shall not be available to, and shall not be used
by, the Escrow Agent or the Depositary to set off any obligations of either the
Purchaser or the Sellers owing to the Escrow Agent or the Depositary in any
capacity.
4. TERMS AND CONDITIONS OF ESCROW.
(a) DISTRIBUTION OF SELLER ESCROW SHARES. The Escrow Agent shall
distribute the Seller Escrow Shares in accordance with the following
procedures:
(i) If on the date which is one day after the twelve-month
anniversary of the Closing Date (the "Escrow Release Date"), (A)
the Escrow Agent and the Sellers shall not have received any
notice from the Purchaser pursuant to Section 10.02 (a "Claim
Notice") (a) of the Purchase Agreement of a claim by the
Purchaser for indemnification under Section 10.01(a) of the
Purchase Agreement that is unresolved, then the Sellers' Agent
(hereinafter defined) may direct the Escrow Agent to distribute
to the Sellers as the Sellers' Agent directs, any Seller Escrow
Shares that are still held in escrow, or (B) a Claim Notice shall
have been received and is unresolved, then the Sellers' Agent may
direct the Escrow Agent to distribute such number of Seller
Escrow Shares that are not necessary to resolve the claim
described in the Claim Notice, assuming that all allegations set
forth in such Claim Notice were true and correct in all respects.
(ii) If, prior to the Escrow Release Date, the Escrow Agent
and the Sellers' Agent shall have received from the Purchaser a
Claim Notice requesting indemnification under Section 10.01(a) of
the Purchase Agreement:
(A) if the Sellers' Agent shall not have delivered to
the Purchaser and the Escrow Agent a timely Dispute Notice
in accordance with Section 10.02(b) of the Purchase
Agreement, the Escrow Agent shall deliver to the Purchaser
such number of Seller Escrow Shares as shall equal the
amount of the claim set forth in the Claim Notice divided by
the Agreed Value, rounded upwards to the nearest whole
number;
(B) if the Sellers' Agent shall have delivered to the
Purchaser and the Escrow Agent a timely Dispute Notice in
accordance with Section 10.02(b) of the Purchase Agreement,
the Escrow Agent shall continue to hold such number of
Seller Escrow Shares necessary to resolve such claim
described in the Claim
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Notice, assuming all allegations set forth in such Claim
Notice were true and correct in all respects; and
(C) after a Claim Notice and a Dispute Notice have been
received by the Escrow Agent, the Escrow Agent shall
continue to hold such number of Seller Escrow Shares as set
forth above until such time as the dispute is resolved in
accordance with the terms of the Purchase Agreement and the
Escrow Agent receives a subsequent notice executed by the
Sellers' Agent and the Purchaser setting forth the
directions for the disposition of the Seller Escrow Shares.
(iii) Prior to any distribution of the Seller Escrow Shares
pursuant to clauses (i) or (ii) of this Section 4(a), the Escrow
Agent may, in its discretion, give notice to the Sellers' Agent
and the Purchaser of such intended distribution, setting forth
the number of Seller Escrow Shares to be distributed and the
intended recipient of such Seller Escrow Shares.
(iv) If the Sellers' Agent and the Purchaser shall not have
submitted any pending dispute to arbitration and have otherwise
made conflicting demands on the Escrow Agent, the Escrow Agent
may, upon 10 days' prior written notice to the Sellers' Agent and
the Purchaser, demand that the Sellers' Agent and the Purchaser
submit to arbitration with the Arbitration Institute of the
Stockholm Chamber of Commerce for determination of the
appropriate disposition of the Seller Escrow Shares. Such dispute
shall be exclusively and finally settled by arbitration in
accordance with the Swedish law and the Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce. The arbitral
tribunal shall be composed of three arbitrators. The place of
arbitration shall be Stockholm, Sweden. The arbitration
procedures shall be held in the English language. Upon such
determination by the Stockholm Chamber of Commerce, the Escrow
Agent shall cause the Depositary to dispose of the Seller Escrow
Shares in accordance with the final decision of such arbitral
body.
(v) Notwithstanding the foregoing, the Sellers' Agent may,
subject to the requirements of applicable law (including, without
limitation, the Securities Act), direct the Escrow Agent to sell
the Seller Escrow Shares, if, and only if, the proceeds of such
sale are simultaneously deposited in escrow with an
internationally recognized commercial bank, subject to the terms
and conditions of this Agreement and Article X of the Purchase
Agreement.
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(b) ISSUANCE OF PURCHASER ESCROW SHARES. The Escrow Agent shall
instruct the Depositary, in its capacity as transfer agent for CellPoint,
to issue the Purchaser Escrow Shares in the following circumstances:
(i) If, on the Escrow Release Date, (A) the Escrow Agent and the
Purchaser shall not have received a Claim Notice from the Sellers'
Agent pursuant to Section 10.02(b) of the Purchase Agreement of a
claim by the Sellers for indemnification under Section 10.01(b) of the
Purchase Agreement that is unresolved, then the Share Reserve Letter
shall terminate, or (B) a Claim Notice shall have been received and is
unresolved, then the number of Purchaser Escrow Shares reserved for
issuance pursuant to the Share Reserve Letter shall be reduced to the
extent that Purchaser Escrow Shares are not necessary for the
resolution of such dispute, assuming that the allegations set forth in
such Claim Notice were true and correct in all respects. In either
event, the Depositary is hereby authorized and directed to cancel, to
such extent, the reserve of the Purchaser Escrow Shares out of the
authorized but unissued shares of CellPoint Common Stock.
(ii) If, prior to the Escrow Release Date, the Escrow Agent and
the Purchaser shall have received a Claim Notice from the Sellers'
Agent for indemnification under Section 10.01(b) of the Purchase
Agreement:
(A) if the Purchaser shall not have delivered to the
Sellers' Agent and the Escrow Agent a timely Dispute Notice in
accordance with Section 10.02(b) of the Purchase Agreement, the
Escrow Agent shall so notify the Depositary (with a copy to the
Purchaser), and the Depositary shall issue and deliver such
number of Purchaser Escrow Shares to the Sellers as shall equal
the amount of the claim in the Claim Notice divided by the Agreed
Value, rounded upwards to the nearest whole number; CellPoint's
execution and delivery of this Agreement shall constitute its
authorization and instruction for the issuance of such Purchaser
Escrow Shares in the circumstances described herein;
(B) if the Purchaser shall have delivered to the Sellers'
Agent and the Escrow Agent a timely Dispute Notice in accordance
with Section 10.02(b) of the Purchase Agreement, the Depositary
shall continue to maintain the reserve for the issuance of the
Purchaser Escrow Shares in accordance with the Share Reserve
Letter to the extent necessary to resolve such claim as if all
allegations set forth in such Claim Notice were true and correct
in all respects; and
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(C) after a Claim Notice and a Dispute Notice have been
received by the Escrow Agent, the Depositary shall not issue any
Purchaser Escrow Shares nor shall the number of Purchaser Escrow
Shares reserved for issuance pursuant to the Share Reserve Letter
be reduced except pursuant to Section 4(b)(i)(B) until such time
as the Escrow Agent and the Depositary receive a subsequent
notice executed by the Sellers' Agent and the Purchaser setting
forth the directions for the issuance, if any, of the Purchaser
Escrow Shares, or cancellation of the Share Reserve Letter, as
the case may be.
(iii) The Sellers, the Purchaser, the Escrow Agent and the
Depositary hereby acknowledge and agree that no Purchaser Escrow
Shares shall be deemed to be issued and outstanding because the
Purchaser shall have delivered to the Depositary the Share Reserve
Letter, and that such Purchaser Escrow Shares shall only be issued and
outstanding upon the issuance of the Purchaser Escrow Shares in
accordance with this Agreement.
5. TERMINATION This Escrow Agreement shall terminate upon:
(a) the distribution of all of the Seller Escrow Shares; and
(b) the issuance of all of the Purchaser Escrow Shares or the number
of Purchaser Escrow Shares reserved for issuance pursuant to the Share
Reserve Letter has been reduced to zero, whether by issuance or otherwise,
or a combination thereof for the total number of Purchaser Escrow Shares.
The Sellers' Agent and the Purchaser may, by written consent, however, otherwise
terminate this Escrow Agreement, upon delivery of such written instruction to
the Escrow Agent and the Depositary, accompanied by a complete release of the
Escrow Agent and the Depositary.
6. CONCERNING THE ESCROW AGENT AND THE DEPOSITARY.
Each of the Sellers and the Purchaser agrees that the Escrow Agent and
the Depositary are acting hereunder solely on behalf of the Sellers and the
Purchaser. The acceptance by the Escrow Agent and the Depositary of their
respective duties under this Agreement are subject to the following terms
and conditions which govern and control with respect to their respect
rights, duties, liabilities and immunities:
(a) The duties and obligations of the Escrow Agent and the Depositary
shall be determined solely by the applicable provisions of this Agreement.
Neither the Escrow Agent nor the Depositary shall be liable to any person
or entity except for the performance of such duties and obligations
applicable to it as
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are specifically set forth in this Agreement. This Agreement expressly sets
forth all duties of the Escrow Agent and the Depositary with respect to any
and all matters pertinent thereto. No implied duties or obligations shall
be read into this Agreement against either the Escrow Agent or the
Depositary, and neither the Escrow Agent nor the Depositary shall be bound
to the provisions of any agreement among the other parties hereto except
this Agreement.
(b) Neither the Escrow Agent nor the Depositary shall be responsible
in any manner for any failure or inability of any other party hereto to
honor any of the provisions of this Agreement, the Purchase Agreement or
any of the agreements, instruments or documents contemplated hereby or
thereby.
(c) The Sellers and the Purchaser agree, jointly and severally to
make no claim, and to bring no action, suit or proceeding, against the
Escrow Agent or the Depositary for any alleged liability or claim arising
out of or in connection with the Escrow Agent's or the Depositary's
acceptance or performance (including errors and omissions) of their
respective duties and obligations under this Agreement or otherwise with
respect to the Escrow Shares, in the absence of gross negligence or willful
misconduct by the Escrow Agent or the Depositary, as applicable.
(d) The Escrow Agent and the Depositary shall be fully protected in
acting and relying upon the written legal opinion of its counsel or advice
or certificate, notice, direction, instruction, request, order, judgment,
decree or other document given to it which the Escrow Agent or the
Depositary believes to be genuine and to have been signed or presented by
the proper party or parties, and may assume that any person purporting to
give such legal opinion, advice, certificate, notice, direction,
instruction, request or other document has been duly authorized to do so.
The Escrow Agent assumes no responsibility for the accuracy of the contents
of any such documents.
(e) The Escrow Agent (and any successor escrow agent) may resign and
be discharged from all other further duties and obligations hereunder at
any time upon giving 30 days' notice to the other parties hereto whereupon
the Sellers' Agent and the Purchaser shall jointly designate a successor
escrow agent within such 30-day period. The Escrow Agent shall deposit the
Seller Escrow Shares in the account designated by such successor escrow
agent pursuant to the joint instructions of the parties hereto. If the
parties hereto were to terminate this Agreement by joint written consent,
the Sellers' Agent and the Purchaser shall jointly either (i) designate a
successor agent hereunder, in which case the Escrow Agent shall deliver the
Seller Escrow Shares and the Share Reserve Letter to such successor or (ii)
direct the Escrow Agent to otherwise dispose of the Escrow Shares in a
manner which shall not be unduly burdensome to the Escrow Agent. Upon such
resignation by the Escrow Agent or termination of this Agreement by
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the other parties hereto, in the absence of a joint designation of a
successor or joint direction as contemplated above, the Escrow Agent shall
without further liability or responsibility under this Agreement retain the
Escrow Shares in the Escrow Agent's possession as custodian thereof (for
the benefits of the other parties hereto) until otherwise jointly directed
in writing. The Escrow Agent may at any time on notice to other parties
hereto take such affirmative steps as it may, at its option, select in
order to terminate its duties as escrow agent including the commencement of
an action under Section 5(g) with respect to the appropriate disposition of
the Escrow Shares.
(f) The Escrow Agent may seek the advice of legal counsel in the
event of any dispute or question as to the construction of any provision of
this Agreement, or its duties hereunder, and may rely on an opinion of such
counsel. In rendering such advice, such counsel may rely on written
statements of fact furnished to it by persons reasonably believed to be
credible and copies of which are furnished to the parties hereto. In the
event that the Escrow Agent shall receive instructions which in its opinion
are in conflict with any of the provisions of this Agreement, it shall be
entitled to hold the Escrow Shares pending the final non-appealable order
of an arbitral body, in accordance with the Purchase Agreement, or if
applicable, the order of a final certified copy of such order or judgment,
delivered to the Escrow Agent).
(g) The parties acknowledge that Salans Xxxxxxxxx Xxxxxxxxx Xxxxxxx &
Xxxxxx ("SHHC&V"), the initial Escrow Agent, has acted as counsel to the
Purchaser and agree that the SHHC&V may continue to act as counsel to the
Purchaser, including without limitation, in connection with any dispute or
proceeding arising under the Transaction Documents or this Agreement at the
Purchaser's sole expense; PROVIDED, HOWEVER, that SHHC&V, in its capacity
as Escrow Agent, shall continue to be bound by all of the provisions of
this Agreement and at no time shall SHHC&V, in its capacity as Escrow
Agent, deliver or distribute or cause to deliver or distribute the Escrow
Shares except in conformity with the provisions hereof.
(h) Upon the distribution or issuance, as the case may be, of all of
the Escrow Shares in accordance with this Agreement, the Escrow Agent and
the Depositary shall cease to have any obligation to any party under this
Agreement, except in case of any claim arising out of its own gross
negligence or willful misconduct.
(i) The Sellers and the Purchaser shall, jointly and severally,
indemnify and hold harmless the Escrow Agent and the Depositary from and
against all other costs, charges, damages and expenses, including without
limitation, reasonable attorneys' fees which the Escrow Agent or the
Depositary, as applicable, in good faith may incur or suffer as a result of
any legal proceedings affecting this
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Agreement or the performance of their respective duties hereunder, except
for any proceedings relating to any allegedly gross negligence or willful
misconduct to the Escrow Agent or the Depositary that results in a final
non-appealable judgment against the Escrow Agent or the Depositary, as
applicable, with respect to such allegedly gross negligence or willful
misconduct.
7. SELLERS' AGENT; NOTICES.
(a) (i) Each of the Sellers hereby consent to the appointment of Per
Xxxxxxxx as his, her or its agent (the "Sellers' Agent") or any
successor Sellers' Agent appointed from time to time by all of the
Sellers in writing and authorizes the Sellers' Agent to exercise all
authority granted to the Sellers' Agent hereunder. Any action or
decision by the Sellers' Agent shall be sufficient to bind the
Sellers' Agent and the Sellers, and the Escrow Agent, the Depositary
and the Purchaser shall be entitled to rely upon any such action or
decision.
(ii) The Sellers' Agent shall not be liable for any act or
omission except for the Sellers' Agent own gross negligence or willful
misconduct and may conclusively rely, and shall be protected in acting
or refraining from acting, upon any written notice, instrument or
signature believed the by Sellers' Agent to be genuine and to have
been signed or presented by the proper party or parties duly
authorized to do so.
(iii) Upon the distribution or issuance, as the case may be, of
all the Escrow Shares in accordance with this Agreement, the Sellers'
Agent shall cease to have any obligation under this Agreement except
in the case of any claim arising out of the Sellers' Agent's own gross
negligence or willful misconduct. The Sellers shall, in the same
proportion in which they will share in any Purchaser Escrow Shares
distributed to them from the escrow, pay and/or reimburse the Sellers'
Agent for any ordinary course fees, costs and disbursements incurred
by the Sellers' Agent in connection with the performance by the
Sellers' Agent of his or her or its duties under this Agreement.
(iv) The Sellers shall jointly and severally indemnify and hold
harmless the Sellers' Agent from and against all other costs, charges,
damages and expenses, including, without limitation, reasonable
attorneys' fees, which the Sellers' Agent in good faith may incur or
suffer as a result of any legal proceedings affecting this Agreement
to the performance of the Sellers' Agent's duties hereunder, except
for any proceedings relating to any alleged gross negligence or
willful misconduct of the Sellers' Agent that results in an adverse
determination against the Sellers' Agent.
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(b) Notwithstanding any other provision of this Agreement to the
contrary, any action to be taken by the Sellers' Agent under this
Agreement, may instead be taken by all of the Sellers acting together. The
Sellers hereby agree that any notice executed and delivered by the Sellers'
Agent shall be binding upon each Seller, and that any notice received by
the Sellers' Agent shall be binding upon each Seller.
(c) All communications, notices, requests, consents or demands given
or required under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered to, sent by facsimile with acknowledged
receipt or recognized courier service with acknowledged receipt, or five
(5) days after being mailed by prepaid registered or certified mail
addressed to, the party for whom intended, as follows, or to such other
address as may be furnished by such party by notice in the manner provided
herein:
(i) If to the Sellers:
To the Sellers' Agent at his address set forth opposite his on
the signature pages hereof:
with a copy to:
Xxxxxxxx Chance Limited Liability Partnership 000
Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxx Xxxxxxxx, Esq.
Fax: 00-000-000-0000
(ii) If to the Purchaser:
CellPoint Inc.
Xxxxxxxxxxxxxxx 0
Xxxxxxxxxx X 000 00
Xxxxxx
Fax: 000-000-00000
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with a copy to:
Salans Xxxxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx
Attention: Xxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000 or (000) 000-0000
(iii) If to the Escrow Agent:
Salans Xxxxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Fax: 000-000-000 or 000-000-0000
(iv) If to the Depositary:
United States Stock Transfer Company
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Mr. Xxxxxxx Xxxxx
Fax: (000) 000-0000
8. MISCELLANEOUS.
(a) This Agreement may be amended only by a written agreement, signed
by all the parties hereto.
(b) If any provision of this Agreement shall be found by any court of
competent jurisdiction to be invalid or unenforceable, the parties hereby
waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by
law, be modified by such court so that it becomes enforceable, and, as
modified, shall be enforced as any other provision hereof, all the other
provisions hereof continuing in full force and effect.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of New York.
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(d) This Agreement shall be binding upon and shall inure for the
benefit of the parties hereto and there respective successors and assigns.
(e) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute only one Agreement.
(f) The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation
hereof.
(g) This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and supersedes any and
all prior understandings and agreements, whether written or oral, with
respect to such subject matter.
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SELLERS:
Address: PROCURITAS INVESTMENT PARTNERS
Skeppsbron 20 (PIP) BV
000 00 Xxxxxxxxx
Xxxxxx By /s/ MATS XXXXXXX
---------------------------------
Name: Mats Xxxxxxx
Address: NORRA BROFASTET I SUNDSVALL AB
Xxxxxxxxxx 00
0000 00 Xxxxxxxxx
Xxxxxx By /s/ PER BORJESSON
---------------------------------
Name: Per Borjesson
Address: ERASMUS MANAGEMENT AB
Xxxxxxxxxx 0
000 00 Xxxxxxxxxxx
Xxxxxx By /s/ XXXXXX XXXXXXX
---------------------------------
Name: Xxxxxx Xxxxxxx
Address: FORETAGSPARTNER IBP INVEST AB
Xxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER BORJESSON
---------------------------------
Name: Per Borjesson
Address: XXXX XXXXXXXX XX
Xxxxx Xxxxxxxxxx 00
000 00 Xxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
Address: LEDSTIERNAN INVESTMENT LTD.
c/o CBS, Xxx Xx Xxxxxxx 0
X.X. 000, XX-0000 Xxxxxxx
Xxxxxxxxxxx By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
Address: XXXXXX XXXXX
Xxxxxxxxxxxxxxxxx 0
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Attorney-in-fact
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XXXXXXXXXXX XXXXXXXXXXXXXXXXXX
XX
Address:
Birger Xxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx:
LEDSTIERNAN BUSINESS
Address: DEVELOPMENT LTD
Xxxxxxxxxxxxx 00
000 00 Xxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
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Address:
Box 75215
0000XX Xxxxxxxxx
Holland By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
Address: XX XXXXX
Xxxxxxxxxx
000 00 Xxxxxx
Xxxxxx
By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
Address:
9 Xxxxxxxxxxxx 00 0 xx
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
PER XXXXXXXX
Address: XXXXX XXXXXXXX
Xxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Attorney-in-fact
Address: XXXX XXXXXX
Xxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Attorney-in-fact
Address: XXXX XXXXXXXX
Xxxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Attorney-in-fact
Address: XXXXXXX XXXXXXXX
Xxxxxxxxxx 00
000 00 Xxxxxxx Xxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Attorney-in-fact
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Address: LEDSTIERNAN KB
Xxxxxx xxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx By /s/ PER XXXXXXXX
---------------------------------
Name: Per Xxxxxxxx
Address:
Xxxxxxxxxx 00
000 00 Xxxxxxxxxx
Xxxxxx By /s/ PER JUNDIN
---------------------------------
PER JUNDIN
Address: XXXXX JUNDIN
Xxxxxxxxxx 00
000 00 Xxxxxxxxxx
Xxxxxx By /s/ PER JUNDIN
---------------------------------
Attorney-in-fact
Address: XXXXXXXXXXX JUNDIN
Xxxxxxxxxx 00
000 00 Xxxxxxxxxx
Xxxxxx By /s/ PER JUNDIN
---------------------------------
Attorney-in-fact
Address: XXXX XXXXXXXXX
Xxxxxxxxxxx 00
000 00 Xxxxxxxxxx
Xxxxxx By /s/ PER JUNDIN
---------------------------------
Attorney-in-fact
Address: UNIUM AB
Xxxxxxxxx 0
000 00 Xxxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxx
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Address:
Soldatvagen 00x
000 00 Xxxxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
XXXXXXX XXXXXX
Address: XXXXXX XXXXXXX
Xxxxxxxxx 0
000 00 Xxxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: KAJ GELLBERG
Xxxxxxxxxxxxxxx 00
000 00 Xxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: XXXXX XXXXXXXXX
Xxxxxxxxxxxxxxxxxxx 00x
000 00 Xxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: XXXXXX XXXXXXXXX
Xxxxxxxxxxxx 0
000 00 Xxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: LYKKE XXXXXX
Xxxxxxxxx 0
000 00 Xxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: XXXXXXX XXXXXX
Xxxxxxxxx 0
000 00 Xxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
-17-
Address: MATS LJUNG
Xxxxxxxxxx 00
000 00 Xxxxxxx Xxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: XXXXX XXXXXXXX
Xxxxxxxxxxxxx 00
000 00 Xxxxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
Address: XXXX XXXXXXXXXX
Xxxxxxxxxx
000 00 Xxxxxx
Xxxxxx By /s/ XXXXXXX XXXXXX
---------------------------------
Attorney-in-fact
PURCHASER: CELLPOINT INC.
Address:
Sofielundsvagen 0
X 000 00 Sollentuna By /s/ XXXXX XXXXXXXXXX
Sweden ---------------------------------
Xxxxx Xxxxxxxxxx, President
Address: CELLPOINT SWEDISH HOLDINGS LTD.
Sofielundsvagen 0
X 000 00 Sollentuna
Sweden
By /s/ XXXXX XXXXXXXXXX
---------------------------------
Xxxxx Xxxxxxxxxx, President
ESCROW AGENT: SALANS XXXXXXXXX XXXXXXXXX
XXXXXXX & XXXXXX
Address:
000 Xxxxx Xxxxxx By /s/ XXXXXX X. XXXXXX
Xxx Xxxx, Xxx Xxxx 00000 ---------------------------------
United States Xxxxxx X. Xxxxxx, Esq.
Attention: Xxxxxx X. Xxxxxx, Esq. Partner
-18-
DEPOSITARY: U.S. STOCK TRANSFER CORPORATION,
as Depositary
Address:
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx By /s/ XXXXXXX XXXXX
United States ---------------------------------
Attention: Mr. Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Vice President
SELLERS' AGENT:
Address:
9 Xxxxxxxxxxxx 00 0 xx
000 00 Xxxxxxxxx By /s/ PER XXXXXXXX
Sweden ---------------------------------
Per Xxxxxxxx, as Sellers' Agent
-19-
