ASSET ACQUISITION AGREEMENT Between AIT WIRELESS, INC. And INFORMATION ARCHITECTS CORPORATION Dated September 13, 2005 ASSET ACQUISITION AGREEMENT
Between
AIT
WIRELESS, INC.
And
INFORMATION
ARCHITECTS CORPORATION
Dated
September 13, 2005
ASSET
ACQUISITION
AGREEMENT
THIS
ASSET ACQUISITION AGREEMENT
(hereinafter referred to as this "Agreement") is entered into as of this 19th
day of September, 2005 by and between AIT
WIRELESS, INC.
(ATWL as
to this agreement) a Delaware Corporation (hereinafter referred to as
“ATWL”)
and
Information
Architects Corporation (IACH
as
to this agreement) a North Carolina Corporation (hereinafter referred to as
"IACH
"),
upon
the following premises:
Premises
WHEREAS,
AIT
WIRELESS, INC. is a publicly held corporation organized under the laws of
Delaware;
WHEREAS,
INFORMATION ARCHITECTS CORPORATION is a publicly held corporation organized
under the laws of North Carolina;
WHEREAS,
Management of the constituent corporations have determined that it is in the
best interest of the parties that ATWL acquire the Oil and Gas Lease with ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ dated August 27, ▇▇▇▇▇▇ ▇▇▇▇, as defined in the attached schedules,
in
exchange for the issuance of certain shares of ATWL (the
"Exchange).
Agreement
NOW
THEREFORE,
on the
stated premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the parties to
be
derived here from, it is hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF IACH
As
an
inducement to, and to obtain the reliance of ATWL, except as set forth on the
IACH Schedules (as hereinafter defined), IACH represents and warrants as
follows:
Section
1.01 Organization.
IACH is
a trust duly organized, validly existing, and in good standing under the laws
of
North Carolina and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances,
and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in the states
or
countries in which the character and location of the assets owned by it or
the
nature of the business transacted by it requires qualification, except where
failure to be so qualified would not have a material adverse effect on its
business. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, violate any
provision of IACH’S documents,
or otherwise to authorize the execution and delivery of this Agreement. IACH
has
full power, authority, and legal right and has taken all action required by
law
and otherwise to consummate the transactions herein contemplated.
Section
1.01 Title
and Related Matters.
IACH
has good and marketable title to the Oil and Gas Lease with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
dated August 27, 2001 free and clear of all liens, pledges, charges, or
encumbrances.
Section
1.02 Contracts.
There
are no "material" contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which IACH is a party which would effect
the
sale of this asset..
Section
1.03 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute an event of default under, or terminate, accelerate
or
modify the terms of any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which IACH is a party or to
which
any of its properties or operations are subject.
Section
1.04 Governmental
Authorizations.
Except
as set forth in the IACH Schedules, IACH has all licenses, franchises, permits,
and other governmental authorizations that are legally required to enable it
to
conduct its business in all material respects as conducted on the date hereof.
Except for compliance with federal and state securities and corporation laws,
as
hereinafter provided, no authorization, approval, consent, or order of, or
registration, declaration, or filing with, any court or other governmental
body
is required in connection with the execution and delivery by IACH of this
Agreement and the consummation by IACH of the transactions contemplated
hereby.
Section
1.05 Valid
Obligation.
This
Agreement and all agreements and other documents executed by IACH in connection
herewith constitute the valid and binding obligation of IACH, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF ATWL
As
an
inducement to, and to obtain the reliance of IACH and the IACH Shareholders,
ATWL represents and warrants as follows:
Section
2.01 Organization.
ATWL is
a corporation duly organized, validly existing, and in good standing under
the
laws of the Delaware and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets, to carry on its business in all material respects as it is now being
conducted, and except where failure to be so qualified would not have a material
adverse effect on its business, there is no jurisdiction in which it is not
qualified in which the character and location of the assets owned by it or
the
nature of the business transacted by it requires qualification The execution
and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of ATWL's certificate of
incorporation or bylaws. ATWL has taken all action required by law, its
certificate of incorporation, its bylaws, or otherwise to authorize the
execution and delivery of this Agreement, and ATWL has full power, authority,
and legal right and has taken all action required by law, its certificate of
incorporation, bylaws, or otherwise to consummate the transactions herein
contemplated.
Section
2.02 Information.
The
information concerning ATWL set forth in this Agreement and the ATWL SEC filings
are complete and accurate in all material respects and do not contain any untrue
statements of a material fact or omit to state a material fact required to
make
the statements made, in light of the circumstances under which they were made,
not misleading. In addition, ATWL will make available upon request all
information relating to matters involving ATWL or its assets or its present
or
past operations or activities which (i) indicated or may indicate, in the
aggregate, the existence of a greater than $25,000 liability or diminution
in
value, (ii) have led or may lead to a competitive disadvantage on the part
of
ATWL or (iii) either alone or in aggregation with other information covered
by
this Section, otherwise have led or may lead to a material adverse effect on
the
transactions contemplated herein or on ATWL, its assets, or its operations
or
activities as presently conducted or as contemplated to be conducted after
the
Closing Date, including, but not limited to, information relating to
governmental, employee, environmental, litigation and securities matters and
transactions with affiliates.
Section
2.03 Title
and Related Matters.
ATWL has
good and marketable title to all of its properties, inventory, interest in
properties, and assets, real and personal, which are reflected in the most
recent ATWL balance sheet or acquired after that date (except properties,
inventory, interest in properties, and assets sold or otherwise disposed of
since such date in the ordinary course of business). ATWL owns, free and clear
of any liens, claims, encumbrances, royalty interests, or other restrictions
or
limitations of any nature whatsoever, any and all products it is currently
manufacturing, including the underlying technology and data, and all procedures,
techniques, marketing plans, business plans, methods of management, or other
information utilized in connection with ATWL'S business.
Section
2.04 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify
the
terms of, any indenture, mortgage, deed of trust, or other material agreement
or
instrument to which ATWL is a party or to which any of its assets or operations
are subject.
Section
2.05 Governmental
Authorizations.
ATWL has
all licenses, franchises, permits, and other governmental authorizations, that
are legally required to enable it to conduct its business operations in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities or corporation laws, as hereinafter provided,
no
authorization, approval, consent or order of, of registration, declaration
or
filing with, any court or other governmental body is required in connection
with
the execution and delivery by ATWL of this Agreement and the consummation by
ATWL of the transactions contemplated hereby.
Section
2.06 Compliance
With Laws and Regulations.
To the
best of its knowledge, ATWL has complied with all applicable statutes and
regulations of any federal, state, or other applicable governmental entity
or
agency thereof, except to the extent that noncompliance would not materially
and
adversely affect the business, operations, properties, assets or condition
of
ATWL or except to the extent that noncompliance would not result in the
occurrence of any material liability.
Section
2.07 Approval
of Agreement.
The
board of directors of ATWL has authorized the execution and delivery of this
Agreement by ATWL
Section
2.08 Material
Transactions or Affiliations.
Except
as disclosed herein and in the ATWL Schedules, there exists no contract,
agreement or arrangement between ATWL and any predecessor and any person who
was
at the time of such contract, agreement or arrangement an officer or director.
ATWL has no commitment, whether written or oral, to lend any funds to, borrow
any money from, or enter into any other transaction with, any such affiliated
person.
Section
2.09 Valid
Obligation.
This
Agreement and all agreements and other documents executed by ATWL in connection
herewith constitute the valid and binding obligation of ATWL, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
ARTICLE
III
PLAN
OF EXCHANGE
Section
3.01 The Exchange IACH shall assign, transfer and deliver, free and clear of
all
liens, pledges, encumbrances, charges, restrictions or known claims of any
kind,
nature, or description, FIFTY-ONE AND ONE HALF PERCENT (51.5 %) of the
Oil
and
Gas Lease with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dated August 27, 2001 .
In
exchange for the transfer of SAID Oil and Gas Lease Interest by IACH, ATWL
shall
issue to IACH: 500,000,000 ATWL Common Shares and 25,000,000 shares
of a
Preferred series which shall convert at one to one (common to preferred) when
said common stock price shall reach one dollar per share.
IACH
agrees to dividend directly to IACH shareholders, in ATWL stock shares, not
less
than 15% of the amount of shares received from this transaction.
For
purposes of this Agreement, all accounting terms such as "assets", "tangible",
"liabilities", "net income", etc. shall be determined by reference to U.S.
generally accepted accounting principles, consistently applied, as interpreted
or modified by Regulation S-X promulgated under the Securities Exchange Act
of
1934, and shall not include the cumulative effect of accounting changes, changes
or additional resulting from the transactions contemplated hereby, changes
in
accounting principles.
Section
3.02 Closing.
The
closing ("Closing") of the transactions contemplated by this Agreement, the
closing documents, and any other changes or amendments as agreed, shall be
on a
date and at such time as the parties may agree ("Closing Date") but not later
than September 30, 2005 (Closing date), Such Closing shall take place at a
mutually agreeable time and place with ATWL.
Section
3.03 Closing
Events.
At the
Closing ATWL and IACH shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, rulings or other instruments
required by this Agreement to be so delivered at or prior to the Closing,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence
the
transactions contemplated hereby
Section
3.04 Termination.
This
Agreement may be terminated by the board of directors of either ATWL or IACH
at
any time prior to the Closing Date. If this Agreement is terminated, this
Agreement shall be of no further force or effect, and no obligation, right
or
liability shall arise hereunder and each respective party shall bear its own
costs.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.01 Access
to Properties and Records.
ATWL and
IACH will each afford to the officers and authorized representatives of the
other full access to the properties, books and records of ATWL or IACH, as
the
case may be, in order that each may have a full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other,
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of ATWL or IACH,
as
the case may be, as the other shall from time to time reasonably request.
Section
4.02 Delivery
of Books and Records.
IACH
shall deliver all paperwork as to the oil and gas leases at
closing.
Section
4.03 Third
Party Consents and Certificates.
ATWL and
IACH agree to cooperate with each other in order to obtain any required third
party consents to this Agreement and the transactions herein
contemplated.
Section
4.04 Indemnification.
(a) IACH
hereby agrees to indemnify ATWL and each of the officers, agents and directors
of ATWL as of the date of execution of this Agreement against any loss,
liability, claim, damage, or expense (including, but not limited to, any and
all
expense whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever),
to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentations made under Article I of this Agreement.
The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.
(b) ATWL
hereby agrees to indemnify IACH and each of the officers, agents, and directors
of IACH and each of the IACH Shareholders as of the date of execution of this
Agreement against any loss, liability, claim, damage, or expense (including,
but
not limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever), to which it or they may become subject
arising out of or based on any inaccuracy appearing in or misrepresentation
made
under Article II of this Agreement. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
MISCELLANEOUS
Section
5.01 Brokers.
ATWL and
IACH agree that, except for ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ there were no
finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution or consummation of this Agreement.
The consultant herein shall be vested and consulting fees due upon the closing
and all fees shall be due and payable as per contracts. ATWL shall pay all
fees
due said Brokers. The total cost of fees shall not exceed 5% (five percent)
of
the total value of the transaction and shall be paid via rule 701 of the SEC
guidelines, if in effect at the time of the transaction. If Rule 701 does not
apply, the fees will be paid to the brokers in AIT shares at a ratio of 500
Common shares to 25 Preferred series shares up to 5% of the original
transaction. ATWL and IACH each agree to indemnify the other against any claim
by any third person other than those described above for any commission,
brokerage, or finder's fee arising from the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of the
indemnifying party.
Section
5.02 Governing
Law.
This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of state law, with the laws of the State of Florida without giving effect to
principles of conflicts of law thereunder. Each of the parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising
under or in connection with this Agreement shall be brought exclusively in
the
federal courts of the United States, (b) by execution and delivery of this
Agreement, irrevocably submits to and accepts, with respect to any such action
or proceeding, generally and unconditionally, the jurisdiction of the aforesaid
court, and irrevocably waives any and all rights such party may now or hereafter
have to object to such jurisdiction.
Section
5.03 Notices.
Any
notice or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered to it or sent
by
telecopy, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:
|
If
to ATWL, to:
|
AIT
WIRELESS, INC.
|
|
|
▇▇▇▇
- ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇
|
|
|
▇▇▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇
|
|
If
to IACH, to
|
INFORMATION
ARCHITECTS CORPORATION
|
|
▇▇▇▇
▇▇ ▇▇▇▇
▇▇▇▇▇▇
|
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
with
copies to:
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇
|
or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three
(3)
days after mailing, if sent by registered or certified mail.
Section
5.04 Attorney's
Fees.
In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney's fees, incurred in connection therewith and in enforcing
or
collecting any judgment rendered therein.
Section
5.05 Confidentiality.
Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect
to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose
the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or
(ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the event
of
the termination of this Agreement, each party shall return to the other party
all documents and other materials obtained by it or on its behalf and shall
destroy all copies, digests, work papers, abstracts or other materials relating
thereto, and each party will continue to comply with the confidentiality
provisions set forth herein.
Section
5.06 Third
Party Beneficiaries.
This
contract is strictly between ATWL and IACH, and, except as specifically
provided, no director, officer, stockholder (other than the IACH Shareholders),
employee, agent, independent contractor or any other person or entity shall
be
deemed to be a third party beneficiary of this Agreement.
Section
5.07 Expenses.
Each of
ATWL and IACH will bear their own respective expenses, including legal,
accounting and professional fees, incurred in connection with the Exchange
or
any of the other transactions contemplated hereby. IACH will incur the cost
associated with the communication, issuance and redistribution of the ATWL
shares for the profit dividend to its shareholders.
Section
5.08 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof and supersedes all prior agreements, understandings
and
negotiations, written or oral, with respect to such subject matter.
Section
5.09 Survival;
Termination.
The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years.
Section
5.10 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
5.11 Amendment
or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may by amended by a writing signed
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
Section
5.12 Best
Efforts.
Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed
or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also agrees
that
it shall use its best efforts to take, or cause to be taken, all actions and
to
do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective this Agreement
and the transactions contemplated herein.
THE
REST
OF THIS PAGE IS INTENTIONALLY BLANK
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be
executed by their respective officers, hereunto duly authorized, as of the
date
first-above written.
INFORMATION
ARCHITECTS CORPORATION
BY:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇,
Interim
CEO
Chief
Executive Officer
AIT
WIRELESS, INC.
BY:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
President