EXHIBIT 10.12
PURCHASE AND SALE AGREEMENT
1. PARTIES
1.1 WIRELESS AGE COMMUNICATIONS INC. (the "Purchaser")
1.2 PIVOTAL SELF-SERVICE TECHNOLOGIES INC. (the "Vendor")
1.3 PRIME WIRELESS INC. (the "Corporation")
2. RECITALS
2.1 This agreement sets out the terms and conditions by which the
Purchaser agrees to purchase and the Vendor agrees to sell all of the
issued and outstanding shares of the Corporation (the "shares"), all
the intellectual property rights to operate the business of the
Corporation, the name "Prime Wireless Inc.", the Vertex Standard
Distribution Agreement, the Midland Master License including all
Sub-licenses, Inventory, Accounts Receivable, Trademarks, Copyrights,
and Tooling (the "Midland Assets"). The above will be collectively
referred to as the "Shares and Intellectual Property Rights".
3. PURCHASE AND SALE OF SHARES AND INTELLECTUAL PROPERTY RIGHTS
3.1 The Purchaser agrees to purchase the Shares and Intellectual Property
Rights from the Vendor and to tender in full satisfaction of the
purchase price, one million five hundred thousand ("1,500,000") common
shares of the Purchaser (the "Payment"). The shares may be subject to
regulatory restrictions.
3.2 The Vendor agrees to sell to the Purchaser the Shares and Intellectual
Property Rights and to accept the Payment in full satisfaction of the
purchase price.
3.3 Each Party agrees to cooperate with the other party and to provide
access to all information reasonably requested by another party to
verify the truthfulness of the representations and warranties
contained herein or in any other collateral document.
3.4 The Vendor and Purchaser agree that upon completion of the
transaction, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be appointed Chairman of the Board
of Directors of the Purchaser.
3.5 The effective date of closing of the purchase and sale contemplated
herein shall be March 13th, 2003 (the "Closing Date"). Upon the
closing, the transfer of Shares shall be effective from and after the
effective date of closing.
3.6 The obligation of the Vendor to complete this agreement is subject
only to the following; the representations and warranties of the
Purchaser shall be true in all material respects now and on the
Closing Date.
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4. REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
4.1 The Vendor and the Corporation represent and warrant as of the date of
execution of this agreement, and as of the Closing Date, as follows:
4.1.1 The Vendor is duly incorporated and validly subsisting under the
laws of the State of Delaware.
4.1.2 The Corporation is duly incorporated and validly subsisting
under the laws of the Province of Ontario.
4.1.3 The Vendor and the Corporation have full right, power and
capacity to enter into this agreement and perform the
obligations of the Vendor and the Corporation contained herein.
4.1.4 The execution and delivery of this agreement and the
consummation of the transactions contemplated herein, have been
duly authorized, executed, and delivered by proper corporate
action of the Vendor and the Corporation.
4.1.5 This agreement is valid and binding as against the Vendor and
the Corporation, enforceable against such parties in accordance
with its terms, except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency, moratorium,
reorganization or other laws of general application affecting
the enforcement of creditors rights or by general principles of
equity.
4.1.6 The execution, delivery, or performance of the Vendor and the
Corporation of this agreement, or compliance with the terms and
provisions of this agreement, or the consummation of the
transactions contemplated by this agreement will not:
a) to the best of the knowledge of the Vendor and the
Corporation, without investigation, contravene any
applicable law, statute, rule, regulation, order, writ,
injunction, or decree of any Federal, state, provincial or
local government, court or governmental department,
commission, board, bureau, agency, or instrumentality;
b) conflict or be inconsistent with, or result in any breach of
any of the terms, covenants, conditions, or provisions of,
or constitute a default (either immediately or without
notice or the passage of time or both) under any indenture,
mortgage, deed of trust, credit agreement, or instrument or
any other material agreement or instrument to which any of
the Vendor or the Corporation is a party or by which it may
be bound or to which and of the foregoing may be subject; or
c) violate and provisions of the charter documents or bylaws or
other constituting document of any of the Vendor or the
Corporation.
4.1.7 The Vendor is the legal and beneficial owner of all of the
Shares and Intellectual Property Rights free of encumbrances.
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
4.2 The Purchaser represents and warrants as of the date of execution of
this agreement, and as of the Closing Date, as follows:
4.2.1 The Purchaser is duly incorporated and validly subsisting under
the laws of the state of Nevada.
4.2.2 The Purchaser has full right, power and capacity to enter into
this agreement and perform the obligations of the Purchaser
contained herein.
4.2.3 The execution and delivery of this agreement and the
consummation of the transactions contemplated herein, have been
duly authorized, executed, and delivered by proper corporate
action of the Purchaser.
4.2.4 This agreement is valid and binding as against the Purchaser,
enforceable against such parties in accordance with its terms,
except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or
other laws of general application affecting the enforcement of
creditors rights or by general principles of equity.
4.2.5 All consents, approvals, qualifications, orders and
authorizations of, or filings with all local, state, provincial,
and federal governmental authorities required on the part of the
Purchaser in connection with the Purchaser's valid execution,
delivery or performance of this agreement, the offer, sale,
issuance or delivery of common shares of the Purchaser, or the
performance by the Purchaser of its obligations in respect
thereof have been obtained and all required filings have been
made or will continue to be made on a timely basis.
5. GENERAL
5.1 This Agreement is binding on the parties, and together with the
documents contemplated herein constitutes the whole and complete
statement of agreement between the parties as to the subject matter
hereof.
5.2 Each of the parties hereto agrees to do such further acts and execute
such further documents as may be necessary or appropriate to give
effect to the terms of this Agreement both before and after the
closing.
5.3 The parties attorn to the non-exclusive jurisdiction of the courts of
the Province of Ontario. The laws of the Province of Ontario shall
govern the validity and interpretation of this agreement.
5.4 Each of the parties hereto individually represents and warrants that
it has the right, power, and capacity to enter into and perform is
obligations as set out herein.
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5.5 Notices shall be sent by registered mail to the following addresses:
For the Vendor:
PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇
For the Purchaser:
WIRELESS AGE COMMUNICATIONS INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇
5.6 This agreement is not assignable by the Vendor or the Purchaser,
without written permission of the other.
5.7 The parties confirm that there have been no brokers or finders in
connection with the transactions contemplated herein, and each party
agrees to indemnify the other against and brokers' or finders' fees or
commissions or other compensation sought by persons purporting to have
acted as agent or finder for such party in connection with the
transactions contemplated herein.
5.8 Each party is responsible for his or her or its own expenses,
including professional fees and disbursements and applicable taxes, in
connection with the negotiation, drafting, execution and delivery of
this agreement, and the conduct of any due diligence sought to be
conducted by such party, except as otherwise expressly provide to the
contrary.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF the parties have caused this agreement
to be executed as of the day and year first above written.
PIVOTAL SELF-SERVICE TECHNOLOGIES, INC.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
Witness to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇' signature:
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Print Name
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Signature
WIRELESS AGE COMMUNICATIONS INC.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
Witness to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ signature:
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Print Name
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Signature
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