ACQUISITION AGREEMENT
AGREEMENT dated 20th December 2000 ("the Agreement"), by,
between and among EUROKIOSK INC., a company incorporated under
the laws of the state of Delaware (hereinafter "EUROKIOSK"), the
persons listed on Exhibit A attached hereto and made a part
hereof, being all of the shareholders and executive officers of
EUROKIOSK (hereinafter referred to as ("MANAGEMENT"); GLOBAL
WIRELESS SERVICES LTD., a company incorporated under the laws of
the Province of British Columbia Canada, having its registered
office in Vancouver, British Columbia (hereinafter referred to as
"GLOBAL WIRELESS"); and the persons listed on Exhibit "A"
attached hereto and made a part hereof, (hereinafter referred to
as the "SELLERS").
WHEREAS, the SELLERS own a total of 5,490,514 shares of
common stock, $.001 par value, of GLOBAL WIRELESS , said shares
representing one hundred (100%) percent of the issued and
outstanding common stock of GLOBAL WIRELESS .
WHEREAS, the SELLERS desire to sell and EUROKIOSK desires to
purchase one hundred percent (100%) of the outstanding shares of
common stock of GLOBAL WIRELESS;
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to EUROKIOSK and EUROKIOSK hereby
agrees to purchase and acquire from the SELLERS, a total of
5,490,514 shares of common stock of GLOBAL WIRELESS , which
equates to one hundred percent (100%) percent of all of GLOBAL
WIRELESS' currently issued and outstanding common stock ("the
GLOBAL WIRELESS Common Shares"), in a tax-free stock-for-stock
acquisition.
2. Purchase Price - The aggregate purchase price to be paid by
EUROKIOSK for the GLOBAL WIRELESS Common Shares shall be
5,490,514 newly issued shares of EUROKIOSK $0.001 par value
voting common stock (the "EUROKIOSK Common Shares"). The
EUROKIOSK Common Shares will be issued to the individual
SELLERS in accordance with Exhibit "A-1" attached hereto. As
a result of the issuance of the EUROKIOSK Common Shares,
Sellers shall own fifty one (51%) percent of the outstanding
shares of EUROKIOSK, Inc., resulting is a total issued amount
of common stock in the sum of 10,765,714 shares.
3. Warranties Representations and Covenants of GLOBAL WIRELESS
and GLOBAL WIRELESS PRINCIPALS - In order to induce EUROKIOSK
to enter into this Agreement and to complete the transaction
contemplated hereby, GLOBAL WIRELESS and its principal
executive officers (hereinafter referred to as the "GLOBAL
WIRELESS PRINCIPALS", jointly and severally warrant and
represent to EUROKIOSK that:
(a) Organization and Standing. GLOBAL WIRELESS is a
corporation duly organized, validly existing and in a good
standing under the laws of the Province of British Columbia,
is qualified to do business as a foreign corporation in
every other state or jurisdiction in which it operates to
the extent required by the laws of such states and
jurisdictions, and has full power and authority to carry on
its business as now conducted and to own and operate its
assets, properties and business. Attached hereto as Exhibit
"B" are true and correct copies of GLOBAL WIRELESS 's
Certificate of Incorporation, amendments thereto and all
current\by-laws of GLOBAL WIRELESS. No changes thereto will
be made in any of the Exhibit "B" documents before the
closing. GLOBAL WIRELESS has no subsidiaries except as
listed or any investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise which is material to its business.
(b) Capitalization. As of the Closing Date of GLOBAL
WIRELESS 's entire authorized equity capital consists of
20,000,000 shares of class A common stock, no par value, of
which 5,490,514 shares of Common Stock will be outstanding
as of the Closing. As of the Closing Date, 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 GLOBAL
WIRELESS or the SELLERS are bound, calling for the issuance
of any additional shares of common stock or any other voting
or equity security, except as set forth in Exhibit "GLOBAL
WIRELESS - S", attached hereto. The 5,490,514 issued and
outstanding GLOBAL WIRELESS Common Shares to be transferred
by SELLERS constitutes one hundred (100%) percent of the
currently issued and outstanding shares of Common Stock of
GLOBAL WIRELESS , which includes inter-claim, that same
percentage of GLOBAL WIRELESS' voting power, right to
receive dividends, when, as and if declared and paid, and
the right to receive the proceeds of liquidation
attributable to common stock, if any.
(c) Ownership of GLOBAL WIRELESS Shares. Each SELLER
warrants and represents, severally, that as of the date
hereof, such SELLER is the sole owner of the GLOBAL WIRELESS
Common Shares listed by his or her name on Exhibit "A", free
and clear of all liens, encumbrances, and restrictions
whatsoever, except that the GLOBAL WIRELESS Common Shares so
listed have not been registered under the Securities Act of
1933, as amended (the "33 Act"), or any applicable State
Securities laws. By SELLERS' transfer of the GLOBAL
WIRELESS Common Shares to EUROKIOSK pursuant to this
Agreement. EUROKIOSK will thereby acquire 100% of the
outstanding capital stock of GLOBAL WIRELESS, free and clear
of all liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that the GLOBAL
WIRELESS Common Shares will not have been registered under
the '33 Act, or any applicable State securities laws.
(d) Taxes. GLOBAL WIRELESS has filed all federal, state
and local income or other tax returns and reports that it is
required to file with all governmental 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 GLOBAL
WIRELESS . GLOBAL WIRELESS 's income tax returns have never
been audited by any authority empowered to do so.
(e) Pending Actions. There are no known material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against
or affecting GLOBAL WIRELESS, or against the GLOBAL WIRELESS
PRINCIPALS that arrive out of their operation of GLOBAL
WIRELESS, except as described in Exhibit "C" attached
hereto. GLOBAL WIRELESS is not knowingly in material
violation of any law, material ordinance or regulation of
any kind whatever, including, but not Inc to laws, rules and
regulations governing the sale of its services, the 33 Act,
the Securities Exchange Act of 1934, as amended (the "34
Act"), the Rules and Regulations of the U.S. Securities and
Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state or nation.
(f) Government and Regulation. GLOBAL WIRELESS holds the
licenses and registrations set forth on Exhibit "D" hereto
from the jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit GLOBAL WIRELESS to conduct its current
business. All of such licenses and registrations are in
full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the
validity or continuation of any of them. No approval of any
other trade or professional association or agency of
government other than as set forth on Exhibit "D" is
required for any of the transactions effected by this
Agreement, and the completion of the transactions
contemplated by this Agreement will not, in and of
themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, GLOBAL WIRELESS has good, marketable title,
without any liens or encumbrances of any nature whatever, to
all of the following, if any; 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, good will,
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 funds of whatever nature, books and
records and all other property and rights of every kind and
nature owned or held by GLOBAL WIRELESS as of this date,
and will continue to hold such title on and after the
completion of the transactions contemplated by this
Agreement; nor, except in the ordinary course of its
business, has GLOBAL WIRELESS disposed of any such asset
since the date of the most recent balance sheet described in
Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors. Neither GLOBAL WIRELESS PRINCIPALS nor any
member of their families have any material interest of any
nature whatever in any supplier, customer, landlord or
competitor of GLOBAL WIRELESS .
(i) No Debt Owed by GLOBAL WIRELESS to GLOBAL WIRELESS
PRINCIPALS. Except as set forth in Exhibit "F" attached
hereto, GLOBAL WIRELESS does not owe any money, securities,
or property to either the GLOBAL WIRELESS PRINCIPALS or any
member of their families or to any company controlled by
such a person, directly or indirectly. To the extent that
the GLOBAL WIRELESS PRINCIPLES may have any undisclosed
liability to pay any sum or property to any such person or
equity or any member of their families such liability is
hereby forever irrevocably released and discharged.
(j) Complete Records. All of GLOBAL WIRELESS' 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.
(k) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to EUROKIOSK in
connection herewith, contains any materially misleading
statement or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
(l) Validity of this Agreement. All corporate and other
proceedings required to be taken by the SELLERS and by
GLOBAL WIRELESS in order to enter into and carry out this
Agreement have been duly and properly taken. This Agreement
has been duly executed by the SELLERS and by GLOBAL
WIRELESS, and constitutes the valid and binding obligation
of each of them, enforceable in accordance with its terms
except to the extent Inc by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of
creditors rights. The execution and delivery of this
Agreement and the carrying out of its purposes will not
result in the breach of any of the terms and conditions of,
or constitute a default under or violate, GLOBAL WIRELESS'
Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or
other material document or undertaking, oral or written, to
which GLOBAL WIRELESS or the SELLERS is a party or is bound
or may be affected, nor will such execution, delivery and
carrying out violate any law, rule or regulation or any
order, with injunction or decree, of any court, regulatory
agency or other governmental body; and the business now
conducted by GLOBAL WIRELESS can continue to be so
conducted after completion of the transaction contemplated
hereby, with GLOBAL WIRELESS as a wholly owned subsidiary of
EUROKIOSK.
(m) Concepts and Approvals: Compliance with Laws. Neither
GLOBAL WIRELESS nor the SELLERS are required to make any
filing with, or obtain the consent or approval of, any
person or entity as a condition to the consummation of the
transactions contemplated by this Agreement. The business
of GLOBAL WIRELESS has been operated in material compliance
with all laws, rules, and regulations applicable to its
business, including, without limitation, those related to
securities matters, trade matters, environmental matters,
public health and safety, and labor and employment.
(n) Access to Books and Records. EUROKIOSK will have full
and free access to GLOBAL WIRELESS 's books during the
course of this transaction prior to Closing, during regular
business hours, on reasonable notice.
(o) GLOBAL WIRELESS Financial Statements. Before Closing,
GLOBAL WIRELESS' financial statements as of and for the
period from inception to November 30, 2000, will be provided
to EUROKIOSK and will be annexed hereto as Exhibit "G"; the
GLOBAL WIRELESS financial statements will accurately
describe GLOBAL WIRELESS' financial position as of the dates
thereof. The GLOBAL WIRELESS financial statements will
have been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") (or as
permitted by regulation S-X, S-B, and/or the rules
promulgated under the 33 Act and the 34 Act) and for the
period from inception to November 30, 2000 audited by
independent certified public accountants with SEC
experience.
(p) GLOBAL WIRELESS 's Corporate Summary. GLOBAL WIRELESS'
Business Plan, dated November 2000 (attached hereto as
Exhibit "L") accurately describes GLOBAL WIRELESS 's
business assets, proposed operations and management as of
the date thereof; since the date of the Corporate Plan,
there has been no material adverse change in the Business
Plan and no material adverse change in GLOBAL WIRELESS ;
provided that no warranties or representations are made as
to any financial projections.
4. Warranties, representations and Covenants of EUROKIOSK AND
MANAGEMENT OF EUROKIOSK ("MANAGEMENT") In order to induce
the SELLERS and GLOBAL WIRELESS to enter into this
Agreement and to complete the transaction contemplated
hereby, EUROKIOSK AND MANAGEMENT jointly and severally
warrant, represent and covenant to GLOBAL WIRELESS and
SELLERS that :
(a) Organization and Standing. EUROKIOSK is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, will be
qualified to do business as a foreign corporation in every
other state and jurisdiction in which it operates to the
extent required by the laws of such states or jurisdictions,
and will have full power and authority to carry on its
business as now conducted and to own and operate its assets,
properties and business. EUROKIOSK has no subsidiaries or
any other investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise.
(b) Capitalization. EUROKIOSK's entire authorized equity
capital consists of 25,000,000 shares of voting common
stock, $0.001 par value. As of the Closing, will have
issued and outstanding 5,275,200 shares of voting common
stock, $0.001 par value and no shares of preferred stock
issued. Upon issuance, all of the EUROKIOSK Common Stock
will be validly issued, fully paid and non-assessable. The
relative rights and preferences of EUROKIOSK's equity
securities are set forth on the Certificate of
Incorporation, as amended and EUROKIOSK's By-laws (Exhibit
"H" hereto). There are no other voting or equity securities
authorized or issued, not any authorized or issued
securities convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights, commitments
or agreements by which EUROKIOSK is bound, calling for the
issuance of any additional shares of common stock or any
other voting or equity security. The By-laws of EUROKIOSK
provide that a simple majority of the shares voting at a
stock holders' meeting at which a quorum is present may
elect all of the directors of EUROKIOSK. Cumulative voting
is not provided for by the By-Laws or Certificate of
Incorporation of EUROKIOSK.
(c) Ownership of Shares. By EUROKIOSK's issuance of the
EUROKIOSK Common Shares to the SELLERS pursuant to this
Agreement, the SELLERS will thereby acquire good, absolute
marketable title thereto, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever,
except by reason of the fact that such EUROKIOSK shares will
not have been registered under the 33 Act, or any applicable
state securities laws.
(d) Significant Agreements. EUROKIOSK is not and will
not at Closing be bound by any of the following:
(i) Employment, advisory or consulting contract (except
as described in Section 12 herein).
(ii) Plan providing for employee benefits of any
nature.
(iii) Lease with respect to any property or equipment.
(iv) Contract of commitments for any current expansion.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person, firm
or organization.
(vi) Contract, agreement, understanding, commitment or
arrangement either than in the normal course of
business, not set forth in the Agreement or an
Exhibit hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has
not been settled by the delivery of payment of
securities when due, and which remains unsettled
upon the date of this Agreement.
(e) Taxes. EUROKIOSK has filed all federal, state and
local income or other tax returns and reports that it is
required to file with all governmental agencies, wherever
situate, and has paid all taxes as shown on such returns.
All of such returns are true and complete. EUROKIOSK's
income tax returns have never been audited by say authority
empowered to do so.
(f) Absence of Liabilities. As of the Closing Date
EUROKIOSK will have no liabilities of any kind or nature,
fixed or contingent, except for the costs, including legal
and accounting fees and other expenses, in connection with
this transaction, for which EUROKIOSK agrees to be
responsible and to pay in full at or before the Closing.
(g) No Pending Actions. To the best of management's
knowledge, there are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial,
pending or threatened against or affecting EUROKIOSK, or
against any of the EUROKIOSK MANAGEMENT and arising out of
their operation of EUROKIOSK. EUROKIOSK has been in
compliance with, and has not received notice of violation of
any law, ordinance of any kind whatever, including, but not
Inc to, the 33 Act, the Rules and Regulations of the SEC, or
the Securities Laws and Regulations of any sale. EUROKIOSK
is not an investment company as defined in, or otherwise
subject to regulation under, the Investment Company Act of
1940. EUROKIOSK is not required to file reports pursuant to
either Section 13 or Section 15 (d) of the 34 Act.
(h) Corporate Records. All of EUROKIOSK'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
respects since its date of incorporation; all of said books
and records will be made available for inspection by GLOBAL
WIRELESS' authorized representatives prior to the Closing
as provided by Section 4(I) herein, and will be delivered to
EUROKIOSK's new management at the Closing.
(i) No Misleading Statements or Omissions. Neither this
agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to GLOBAL WIRELESS in
connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
(j) Validity of this Agreement. All corporate and other
proceedings required to be taken by EUROKIOSK in order to
enter into and to carry out this Agreement will have been
duly and properly taken at or before the Closing. This
Agreement has been duly executed by EUROKIOSK, constitutes a
valid and binding obligation of EUROKIOSK enforceable in
accordance with its terms. The execution and delivery of
this Agreement and the carrying out of its purposes will not
result in the breach of any of the terms or conditions of,
or constitute a default under or violate, EUROKIOSK's
Certificate of Incorporation- or By-Laws, or any agreement,
lease, mortgage, bond, indenture, license or other document
or undertaking, oral or written, to which EUROKIOSK is a
party or is bound or may be affected nor will such
execution, delivery and carrying out violate any law, rule
or regulation or any order, writ, injunction or decree of
any court, regulatory agency or other governmental body.
(k) Consents and Approvals, Compliance with Laws. Except
for the notices to be filed as described in Section 7(a)(v)
herein, neither GLOBAL WIRELESS nor MANAGEMENT is required
to make any filing with, or obtain the consent or approval
of, any person or entity as a condition to the consummation
of the transactions contemplated by this Agreement. The
business of EUROKIOSK has been operated in compliance with
all laws, rules and regulations applicable to its business,
including, without limitation, those related to securities
matters, trade matters, environmental matters, public health
and safety, and labor and employment.
(l) Access to Books and Records. GLOBAL WIRELESS and
SELLERS will have full and free access to GLOBAL WIRELESS'
books and records during the course of this transaction
prior to and at the Closing on reasonable notice.
(m) EUROKIOSK Information. EUROKIOSK is a company
currently reporting with the Securities and Exchange
Commission and GLOBAL WIRELESS and SELLERS acknowledge their
opportunity to review the relevant filings with the
Securities and Exchange Commission which accurately reflect
the information relating to EUROKIOSK and the financial
condition of EUROKIOSK. There will have been no material
change in the business, assets or condition (financial or
otherwise) of EUROKIOSK since the date of EUROKIOSK'S most
recent filing with the Securities and Exchange Commission to
the Closing.
(n) EUROKIOSK Financial Condition As of the Closing,
EUROKIOSK will have no assets or liabilities, except as
disclosed in its most recent filing with the Securities and
Exchange Commission.
(o) Directors and Shareholders Approval. As of the Closing,
EUROKIOSK's Board of Directors and Shareholders, by meeting
or consent shall have properly authorized the matters
described in section 7(a)(iv)herein.
(p) The EUROKIOSK Shares. All of the EUROKIOSK Common
Shares issued to SELLERS shall be validly issued, fully-paid
non-assessable shares of EUROKIOSK Common Stock, with full
voting rights, dividend rights, and right to receive the
proceeds of liquidation , if any, as set forth in
EUROKIOSK's Certificate of Incorporation.
5. Term: Indemnification. All representations, warranties,
covenants and agreements made herein and in the
exhibits attached hereto shall survive the execution
and delivery of this Agreement and payment pursuant
thereto. MANAGEMENT and GLOBAL WIRELESS MANAGEMENT
("management") of both parties to the agreement hereby
agree, jointly and severally, to indemnify, defend, and
hold harmless EUROKIOSK, GLOBAL WIRELESS , and the
SELLERS from and against any damage, loss, liability,
or expense (including without limitation, reasonable
expenses of investigation and reasonable attorney's
fees) arising out of any material breech of any
representation, warranty, covenant, or agreement made
by GLOBAL WIRELESS MANAGEMENT or management in this
Agreement.
6. Restricted Shares: Legend. The total amount of the
EUROKIOSK Common Shares issued to SELLERS hereunder will be
"restricted securities" as defined in Rule 144 under the 33
Act and each stock certificate issued to SELLERS hereunder,
will bear the usual restrictive legend to such effect.
Appropriate Stop Transfer instructions will be given to
EUROKIOSK'S stock transfer agent.
7. Conditions Precedent to Closing (a) The obligations of
GLOBAL WIRELESS and the SELLERS under this Agreement shall
be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:
(i) That EUROKIOSK's and MANAGEMENT's representations and
warranties contained herein shall be true and correct at
the time of Closing as if such representations and
warranties were made at such time, and MANAGEMENT will
deliver an executed certification confirming the
foregoing;
(ii) That EUROKIOSK and MANAGEMENT shall have performed or
complied with all agreements, terms and conditions
required by this Agreement to be performed or complied
with by them prior to or at the time of the Closing;
(iii) That EUROKIOSK's directors and shareholders, by proper
and sufficient vote taken either by consent or at a
meeting duly and properly called and held, shall have
properly approved all of the matters required to be
approved by EUROKIOSK's directors and shareholders,
respectively;
(iv) That EUROKIOSK's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and
the transactions contemplated hereby; approved the change
of EUROKIOSK's corporate name to 20/20 Wireless Inc.;
approved the resignation of all of EUROKIOSK's current
directors and the election of up to three designees of
GLOBAL WIRELESS to serve as directors in place of
EUROKIOSK's current directors; and will have approved
such other changes as are consistent with this Agreement
and approved by GLOBAL WIRELESS and EUROKIOSK; and
(b) The obligations of EUROKIOSK and MANAGEMENT under this
Agreement shall be and are subject to fulfillment, prior to or
at the Closing of each of the following conditions:
(i) That GLOBAL WIRELESS' and SELLERS' representations and
warranties contained herein shall be true and correct at
the time of Closing as if such representations and
warranties were made at such time and GLOBAL WIRELESS
and the GLOBAL WIRELESS PRINCIPALS shall deliver an
executed certification confirming the foregoing;
(ii) That GLOBAL WIRELESS and GLOBAL WIRELESS PRINCIPALS
shall have performed or complied with all agreements,
terms and conditions required by this Agreement to be
performed or complied with by them prior to or at the
time of Closing; and
(iii) That GLOBAL WIRELESS' officers will have signed non-
compete clauses in the form attached hereto as Exhibit
"J".
8. Further Conditions and Representations. Notwithstanding the
representations made herein, in order to induce EUROKIOSK to
enter into the instant Agreement, GLOBAL WIRELESS and
SELLERS make the following representations and undertake to
perform the following which shall survive closing of this
transaction.
(a) That within thirty (30) days of the closing of this
Agreement, the newly appointed Board of Directors and
Management of EUROKIOSK shall take all steps necessary to
file a Form 15(c)2-11 with the NASD and obtain a trading
symbol for the company and insure that the company common
stock becomes listed on the OTC-Bulletin Board;
(b) That the newly appointed Board of Directors and
Management of EUROKIOSK shall continue to retain Xxxxx
Xxxxx Xxxxxx, P.C., as the law firm to represent
EUROKIOSK up to a point when the company's common stock
becomes listed on the OTC-Bulletin Board and shall
issue to Xxxxx Xxxxx Xxxxxx a sum of 125,000 shares of
S-8 common stock;
9. Termination. This Agreement may be terminated at any time
before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(i) Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain
or prevent the consummation of this Agreement.
Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
paragraph, each said party shall bear all costs and expenses
as each party has incurred and no party shall be liable to
the other.
10. Exhibits. All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
11. Miscellaneous Provisions. This Agreement is the entire
agreement between the parties in respect of the subject
matter hereof, and there are no other agreements, written or
oral, nor may this Agreement be modified except in writing
and executed by all of the parties hereto. The failure to
insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be
deemed a waiver or relinquishment of such rights or power at
any other time or times.
12. Closing. The Closing of the transactions contemplated by
this Agreement ("Closing") shall take place at the offices
of Xxxxx Xxxxx Xxxxxx, P.C., attorneys for EUROKIOSK, at
1.00 P.M. on the first business day after the letter of the
approval of SELLERS owning at least 80% of GLOBAL WIRELESS'
Common Stock or the shareholders of EUROKIOSK approving
this Agreement and the matters referred to in section
7(a)(vi) herein, or such other date as the parties hereto
shall mutually agree upon. At the Closing, all of the
documents and items referred to herein shall be exchanged.
13. Prohibited Actions. Between the date hereof and the
effective date of the merger, neither Purchaser nor Seller
will, except with the prior written consent of the other:
(a) issue or sell any stock, bonds, or other corporate
securities;
(b) incur any obligation or liability (absolute or
contingent), except current liabilities incurred, and
obligations under contracts entered into, other than in
the ordinary course of business;
(c) discharge or satisfy any lien or encumbrance or pay
any obligation or liability (absolute or contingent)
other than in the ordinary course of business;
(d) make any dividend or other payment or distribution
to its shareholders or Purchase or redeem any shares of
its capital stock other than in the ordinary course of
business;
(e) mortgage, pledge, create a security interest in, or
subject to lien or other encumbrance any of its assets,
tangible or intangible other than in the ordinary
course of business;
(f) sell or transfer any of its tangible assets or
cancel any debts or claims except in each case in the
ordinary course of business other than in the ordinary
course of business;
(g) sell, assign, or transfer any trademark, trade
name, patent, or other intangible asset;
(h) waive any right of any substantial value other than
in the ordinary course of business; or
(i) enter into any other transaction other than in the
ordinary course of business.
14. Further Instruments. From time to time, as and when
requested by the either of the parties or by its successors
or assigns, the other party will execute and deliver, or
cause to be delivered, all such deeds and other instruments;
and will take or cause to be taken such further or other
action as the parties may deem necessary or desirable in
order to vest in and confirm to the purchaser title to and
possession of all its property, rights, privileges,
possessions, and franchises and otherwise to carry out the
intent and purposes of this agreement.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York and the parties submit to the federal courts within
that jurisdiction for the adjudication of any and all
disputes.
16. 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.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the date and year above first written.
EUROKIOSK INC.
By: ____________________________
GLOBAL WIRELESS SERVICES LTD.
By: ____________________________
LIST OF EXHIBITS
Exhibit "A" List of Sellers
Exhibit "B" True and correct copies of GLOBAL WIRELESS'
Certificate of Incorporation, amendments thereto and all current
By-laws.
Exhibit "C" Any material legal actions, lawsuits,
proceedings of investigations, either administrative or judicial,
pending or threatened, against or affecting GLOBAL WIRELESS, or
against the Sellers that arise out of their operation of GLOBAL
WIRELESS.
Exhibit "D" Evidence of GLOBAL WIRELESS' licenses and
registrations necessary to permit GLOBAL WIRELESS
to conduct its current business.
Exhibit "E" Any impediments to GLOBAL WIRELESS' good,
marketable title including liens or encumbrances of any nature
whatever.
Exhibit "F" Any money, securities, or property owed by
GLOBAL WIRELESS to either the Principals of GLOBAL WIRELESS or
any member of their families or to any company controlled by such
a person, directly or indirectly.
Exhibit "G" GLOBAL WIRELESS' audited financial statements
as of and for the period ended November 30, 2000.
Exhibit "H" True and correct copies of EUROKIOSK's
Certificate of Incorporation amendments thereto and all current
By-laws.
Exhibit "I" EUROKIOSK's audited financial statements for
the fiscal year ended January 31, 1999.
Exhibit "J" GLOBAL WIRELESS' Business Plan dated
November, 2000.
EXHIBIT A
LIST OF SELLERS
Xxx Xxxxxxx 1,915,295
Xxxx XxxXxxxxx 1,276,863
Xxxxxxx Xxxxx 1,276,863
Xxx Xxxxxxxx 510,747
Xxxx Xxxxx 255,373
Rahman Ishfaqur 255,373
EXHIBIT C
Any material legal actions, lawsuits, proceedings of
investigations, either administrative or judicial, pending or
threatened, against or affecting GLOBAL WIRELESS, or against the
Sellers that arise out of their operation of GLOBAL WIRELESS.
NONE
EXHIBIT D
Evidence of GLOBAL WIRELESS' licenses and registrations necessary
to permit GLOBAL WIRELESS to conduct its current business.
EXHIBIT E
Any impediments to GLOBAL WIRELESS' good, marketable title
including liens or encumbrances of any nature whatever.
NONE
EXHIBIT F
Any money, securities, or property owed by GLOBAL WIRELESS to
either the Principals of GLOBAL WIRELESS or any member of their
families or to any company controlled by such a person, directly
or indirectly.
NONE
EXHIBIT G
GLOBAL WIRELESS' audited financial statements as of and
for the period ended November 30, 2000.
