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EXHIBIT 10(iv)
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into effective the date and year
last executed by a Party hereto (the "Effective Date") and is by and, among
XXXXX XXXXX, an individual ("Xxxxx"), Xxxxxx Xxxxxx, an individual ("Ingra")
and Xxxx Xxxxxx an individual ("Xxxxxx") [Zabel, Ingram, and Xxxxxx hereinafter
sometimes referred to collectively as the "Shareholders"], SUPPORT24, an
Oklahoma Corporation ("Support24") and BROADBAND WIRELESS INTERNATIONAL
CORPORATION, a Nevada corporation ("BroadBand").
WHEREAS, Support24 has authorized Fifty Thousand (50,000) shares of stock and
has issued and outstanding Three Thousand Five Hundred (3,500) shares of fully
paid and nonassessable shares of common stock (the "Support24 Stock")
representing One Hundred percent (100%) of the issued and outstanding interest
in Support 24;
WHEREAS, Zabel, Ingram, and Xxxxxx own One Hundred percent (100%) of the issued
and outstanding Support24 Stock;
WHEREAS, BroadBand is interested in acquiring One Hundred percent (100%) of the
outstanding Support24 Stock pursuant to the terms and conditions described
herein; and
WHEREAS, Zabel, Ingram, and Xxxxxx are interested in transferring One Hundred
percent (100%) of the Support24 stock to BroadBand pursuant to the terms and
conditions herein described and for the consideration set out herein.
NOW, THEREFORE, for the consideration described herein and for other good and
valuable consideration, the receipt and sufficiency of all of which all parties
hereto affirm, the parties hereto agree as follows:
4. Transfer of Support24: On the Effective Date, Zabel, Ingram,
and Xxxxxx transfer an amount of shares of the Support24 Stock
representing One Hundred percent (100%) of the issued and
outstanding shares as of the Effective Date to BroadBand.
5. Transfer of BroadBand Stock, On the Effective Date, BroadBand
will transfer to Zabel, Ingram, and Xxxxxx, in the allocations
described below, Seven Hundred Thousand (700,000) shares of
BroadBand unissued or treasury shares of the common stock of
BroadBand:
Support24 Shareholder Amount of BroadBand Stock
Xxxxx Xxxxx 325,000
Xxxxxx Xxxxxx 275,000
Xxxx Xxxxxx 100,000
Total 700,000
6. Participation in BroadBand Debenture. As additional
consideration for the transfer of the Support24 Stock to
BroadBand, Support24 shall be issued Five Hundred Thousand and
no/ 100 Dollars ($500,000.00) of BroadBand's one-year twelve
percent (12%) subordinated non-dilutable debentures (the
"BroadBand Debentures"), issued in Twenty-Five Thousand
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Dollar ($25,000.00) increments, for the sole purpose of the We
of the BroadBand Debentures to outside qualified capital
investors to raise working capital for Support24 operations.
It is provided, however, that any monies received on the sale
of the BroadBand Debentures will be allocated eighty percent
(80%) to Support24 and twenty percent (20%) to BroadBand or
its assign. The BroadBand Debenture will be convertible into
BroadBand's unissued or treasury shares of the common stock of
BroadBand for a price equal to seventy-five percent (75%) of
the per share closing market price of such BroadBand common
stock on the date prior to the issuance of the BroadBand
Debentures. The Shareholders and Support24 represent and
warrant to BroadBand, its officers, directors and
shareholders, that any transfer or sell of a BroadBand
Debenture shall be in compliance with all applicable federal
and state securities laws or other laws governing or
restricting the sale or transfer of securities and shall be
made only to sophisticated and knowledgeable investors.
7. Restriction on BroadBand Stock. The Shareholders and Support24
recognize and acknowledge that the shares of BroadBand stock
received as consideration for this transaction and the shares
of BroadBand that maybe received pursuant to any conversion of
a BroadBand Debenture (as described in Paragraph 3, above)
will be subject to various restrictions on sale and/or
transfer including, but not limited to, the restrictions
imposed by 17 CFR '230,144.
1. Control and 0peration of Support24 Employment Agreement. It is
the intent and purpose of the BroadBand to allow the current
management of Support24 to continue to control the day to day
operations of Support24 including, but not limited to, the
production, marketing, sale, and maintenance of Support24
products and the management of other normal and usual matters
relating to Support24. On this even date, Zabel, Ingram, and
Xxxxxx will enter into an employment agreement with Support24,
in a form and containing substantially the identical terms as
contained in Exhibit "A" (attached hereto and made a part
hereof).
2. Zabel, Ingram, and Xxxxxx jointly and severally represent and
warrant to BroadBand as follows:
1. Organization and Good Standing: Support24 is a,
corporation duly organized, validly existing and in
good standing under the laws of Oklahoma, with full
corporate power and authority to conduct its business
as it is now being conducted, to own or use the
properties and assets that it purports to own or use,
and to perform all its obligations. Support24 is duly
qualified to do business as a foreign corporation and
is in good standing under the laws of each state or
other jurisdiction in which either the ownership or
use of its properties owned or used by it, or the
nature of the activities conducted by it, requires
such qualification,
2. Books and Records: Support24's books of accounts,
minute books, stock record books, and other records
are complete and correct and have been maintained in
accordance with sound business practices. The minute
books contain accurate and complete records of all
meetings held of and corporate action taken by, the
shareholders of Support24.
3. Titles to Properties, Encumbrances: Support24 owns
(with good and marketable title in the case of real
property) all the properties and assets (whether
real, personal, or
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mixed and whether tangible or intangible) that it
purports to own or as reflected as owned in the books
and records of Support24, including all of the
properties and assets reflected in the balance sheet
and other financial statements of Support24.
4. Accounts Receivable: All accounts receivable of
Support24 are reflected on its balance sheet at on
the accounting records and, subject to any reserves
reflected on its financial statements, will be
collectable in full, without any set-of, within
ninety (90) days after the date such accounts shall
be due and payable.
5. No Undisclosed Liabilities: Except as set forth on
Exhibit "B" (attached hereto and made a part hereof),
Support24 has no liabilities or obligations of any
nature (whether known or unknown and whether
absolute, accrued, contingent, or otherwise).
6. Taxes Support24 has filed or caused to be filed on a
timely all tax returns, whether federal, state or
local, that are or were required to be, filed by or
with respect to any of them. Support24 has paid, or
made provision for the payment of all taxes whether
federal, state or local, that have or may become due.
7. Legal Proceedings: No legal proceeding has been
commenced by or against Support24. To the best
knowledge of Zabel, Ingram, or Xxxxxx no such legal
proceeding has been threatened and no event has
occurred or circumstances exists that may give rise
to or serve as a basis for the commencement of any
such legal proceeding.
8. Support24 is, and at all times has been, in full
compliance with all applicable terms and
requirements, of each and every contract under which
Support24 has or had any obligations or by which
Support24 was bound and no event or circumstances
exists that (with or without notice or lapse of time)
may contravene, conflict with, or result in a
violation or breach of, or give any third party the
right to declare, a default or exercise any remedy
under, or to accelerate the maturity or performance
of, or to cancel terminate, or modify, and Support24
contract.
3. Intellectual Property. Support24 is the owner of all
right, title, and interest in and to each of its
intellectual properties, free and clear of all liens,
security interests, charges, encumbrances, equities,
and other adverse claims, and has the right to use
without payment to any third party, all of its
intellectual parties. For purpose of this Agreement,
"intellectual property" shall include:
1. all fictional business names, trade names,
registered, and unregistered trademarks,
service marks, and applications;
2. all patents, patent applications, and
inventions and discoveries that may be
patentable;
3. all copyrights in both published works and
unpublished works; and
4. all know-how, trade secrets, confidential
information, customer lists, software
programming, technical information, data,
process technology, plans,
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drawings, blue prints, and designs owned,
used or licensed by Support24.
7. Indemnification of BroadBand by Shareholders: Zabel, Ingram,
and Xxxxxx jointly and severally, jointly and severally
indemnify and hold harmless BroadBand and its stockholders,
officers, directors, and affiliates from, and will pay to the
such indemnified entities the amount of, any loss, liability,
claim, damage (including incidental and consequential
damages), expense (including costs of investigation and
defense and reasonable attorneys' fees and costs) or
diminution of value, whether or not involving a third-party
claim, arising, directly or indirectly, from or in connection
with any breach of any representation or warranty made by
Shareholders or Support24.
8. Entire Agreement. This Agreement constitutes the full, entire
and integrated agreement between the Parties hereto with
respect to the subject matter hereof, and supercedes, all
prior negotiations, correspondence, understandings and
agreements among the parties hereto respecting the subject
matter hereof.
9. Assignability. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other
parties hereto.
10. Binding Effect: Benefit. This Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their
respective heirs, personal and legal representatives,
guardians, successors and/or assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any
other person any rights, remedies, obligations or liabilities.
11. Amendment: Waiver, No provision of this Agreement may be
amended, waived or otherwise modified without the prior
written consent of all of the parties hereto.
12. Section Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
13. Applicable Law. This Agreement is made and entered into, and
shall be governed by and construed in accordance with, the
laws of the State of Oklahoma.
14. Counterpart. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together,
will be deemed to constitute one and the same agreement.
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AGREED TO EFFECTIVE the year and date last executed by a Party hereto.
"SUPPORT 24" "BROADBAND"
Support 24 BroadBand Wireless International Corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxx
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Title: Title: President
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Date: 2/25/00 Date: 2-25-00
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"SHAREHOLDERS"
/s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Date: 2/25/00
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/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Date: 2-25-2000
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Name: Xxxx Xxxxxx
Date:
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