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EXHIBIT 10.1
SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made effective as of the
___ day of September, 2000, by and between AAROW Environmental Group, Inc., a
Nevada corporation a/k/a AARO Broadband Wireless Communications Corporation
("AARO Broadband"), Getmore Communications, Inc., an Oklahoma corporation
("Getmore"), GKD, Inc., an Oklahoma corporation ("GKD"), Xxxxxx X. Xxxxx, an
individual ("Xxxxx"), Xxxx Xxxx, an individual ("Duke") (collectively, "AARO");
Broadband Wireless International Corporation, f/k/a Black Giant Oil Company, a
Nevada corporation ("Broadband"), by and through Xxxxx Xxxxxxxx, Esq., duly
appointed Receiver for Broadband by United States District Judge Xxx Xxxxxxx on
August 11, 2000, in Case Xx. XXX-00-0000, Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxx
Xxxxxxxx of Oklahoma, pursuant to an Order Appointing Temporary Receiver entered
same date (the "Receiver Order"); and Xxxx Xxxx, an individual ("Xxxx")
(collectively, "BBAN"); and BroadCom Wireless Communications Corporation, a/k/a
BroadCom Communications Group, a/k/a Broadband Wireless Communications
Corporation, an Oklahoma corporation ("BroadCom") by and through Xxxxx Xxxxxxxx,
Esq., duly appointed Receiver for Broadband by United States District Judge Xxx
Xxxxxxx on August 11, 2000, pursuant to the Receiver Order; and Black Giant
Resources Corporation, an Oklahoma corporation ("Black Giant Resources") by and
through Xxxxx Xxxxxxxx, Esq., duly appointed Receiver for Broadband by United
States District Judge Xxx Xxxxxxx on August 11, 2000, pursuant to the Receiver
Order; and each of the Purchasers identified in Section 2.1 hereof (the "Xxxxx
Group").
I. HISTORY AND PURPOSE OF THE AGREEMENT
1.1 Beginning in 1999, Getmore, GKD, Xxxxx, and Duke in good
faith entered into numerous different written and oral agreements with BBAN,
BroadCom, Black Giant Resources and others for the purpose of creating and
funding businesses proficient in high speed internet and wireless related
services. Getmore, GKD, Xxxxx, and Xxxx have alleged in the various civil
actions hereinafter identified that BBAN, BroadCom, Black Giant Resources and
others breached those agreements. As a result of those alleged breaches of
agreements, Xxxxx in good faith rescinded his agreements with BBAN, BroadCom,
Black Giant Resources and others.
1.2 The United States Securities and Exchange Commission
initiated a civil action on August 11, 2000, in the United States District
Court, Western District of Oklahoma, Case No. CIV-00-1375, against BBAN,
BroadCom, Black Giant Resources, Xxxx and others for alleged violations of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended. The District Court issued in that civil action on August 11, 2000, a
Temporary Restraining Order, Asset Freeze and Order Requiring Accountings,
Prohibiting Destruction and Alteration of Documents. At the same time, the
District Court entered an Order Appointing Temporary Receiver.
1.3 It is the purpose of this Agreement to accomplish a
complete and final settlement of all claims, demands, differences and causes of
action between AARO, Getmore, GKD, Baker, Duke, BBAN, BroadCom, Black Giant
Resources, the Xxxxx Group and each of the officers, directors, agents,
employees, representatives, and shareholders thereof, with respect to the
disputes described below.
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II. RECITALS
2.1 Beginning on or about February 15, 2000, Broadband offered
and sold debentures ("Debentures") to a limited number of individuals. On or
about February 15, 2000, members of the Xxxxx Group purchased the Debentures, as
follows:
Debenture No. Purchaser Amount
------------- --------- ------
X-000 Xxxx Xxxxx $ 25,000
X-000 Xxxx Xxxxx $ 25,000
A-003 Xxxxx Xxxxxx $ 25,000
A-004 Xxxxx Xxxxxx $ 25,000
A-005 Viking Group $ 25,000
A-006 Xxxxx Xxxxxx Trust $ 25,000
A-007 Xxxxx Xxxxxx Trust $ 25,000
A-008 Xxxx Xxxxx $ 25,000
A-009 Xxxxx Xxxxxxxx $ 25,000
A-010 Stra, LLC $ 25,000
A-011 Xxxx Xxxxxxxx $ 25,000
A-012 Xxxxx Xxxxxx $ 25,000
A-013 Xxxxx Xxxxxx $ 25,000
A-014 Xxxx Xxxxx $ 25,000
A-015 Xxxx Xxxxx $ 25,000
A-016 Xxx Xxxxxx $ 25,000
A-017 Xxxxx Xxxxxxxx $ 25,000
A-018 Xxxx Xxxxx $ 25,000
A-009 Xxx Xxxxx $ 50,000
--------
TOTAL $500,000
2.2 Beginning on or about May 15, 2000, AARO Broadband issued
1,400,000 restricted warrants ("Restricted Warrants") to a limited number of
individuals with a strike price of $.375. Said warrants were issued to the
following individuals ("Restricted Warrant Holders") in the corresponding
amounts:
Xxxxxx 216,666
Xxxxxxx 750,000
Xxxxx 216,667
Thetford 216,667
2.2 On or about May 24, 2000, Broadband filed a civil action
in the District Court of Oklahoma County, Oklahoma styled Broadband Wireless
International Corporation, f/k/a Black Giant Oil Company vs. Xxxxxx X. Xxxxx,
AAROW Environmental Group, Inc., a/k/a AARO Broadband Wireless Communications
Corporation, and Getmore Communications, Inc., Case No. CJ-2000-3816 (the "First
Civil Action"), wherein Broadband alleged, among other things, claims against
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Xxxxx, Getmore and AARO for negligent misrepresentation. In the First Civil
Action Xxxxx filed counter-claims against Broadband, and third party claims
against Xxxx, Xxxxxx and BroadCom alleging, among other things, claims for
breach of contract, violations of federal and state securities laws, fraud and
conversion.
2.3 On or about July 14, 2000, BroadCom and Black Giant
Resources filed a civil action in the District Court of Oklahoma County,
Oklahoma styled BroadCom Wireless Communications, Corp and Black Giant Resources
Corporation vs. Xxxxxx X. Xxxxx, ARROW Environmental Groups, Inc., a/k/a AARO
Broadband Wireless Communications Corporation, and Getmore Communications, Inc.,
Case No. CJ-2000-5129 (the "Second Civil Action"), wherein BroadCom and Black
Giant Resources alleged, among other things, claims against Xxxxx, Getmore and
AARO for negligent misrepresentation.
2.4 On or about June 30, 2000, Xxxx Xxxx, Xxx Xxxxx, and GKD,
Inc. filed a civil action in the District Court of Oklahoma County, Oklahoma
styled Xxxx Xxxx, Xxx Xxxxx, and GKD, Inc. vs. BroadCom Wireless Communications
Corporation, Case No. CJ-2000-4813 (the "Third Civil Action"), wherein Xxxx
Xxxx, Xxx Xxxxx, and GKD, Inc. alleged, among other things, claims against
BroadCom for conversion and fraud.
2.5 AARO, BBAN, Black Giant Resources, the Xxxxx Group and
BroadCom desire to compromise and resolve all claims against one another and
have reached an agreement finally resolving all of the claims each of them has
against the other, both in the First Civil Action, the Second Civil Action, and
the Third Civil Action, and otherwise asserted or unasserted but as may be
claimed to exist as of the date hereof.
III. TERMS OF SETTLEMENT
In consideration of the mutual covenants as set forth herein,
the parties hereto agree as follows:
3.1 Purchase and Assignment of Claims of Broadband. AARO shall
forthwith begin soliciting purchasers (the "Assigned Claims Purchasers") for the
asserted and unasserted claims of Broadband in the First Civil Action, Second
Civil Action and Third Civil Action as against Xxxxx, XXXX Broadband, Getmore,
GKD and Duke (the "Assigned Claims"). The Assigned Claims Purchasers shall be
identified on or before the hearing date for approval of this Settlement
Agreement by the United States District Court for the Western District of
Oklahoma ("Approval Hearing") pursuant to Section 3.1.4 hereof. The aggregate
purchase price for the Assigned Claims shall be $400,000.00 ("Purchase Price").
The terms of the purchase of the Assigned Claims shall be $200,000.00 payable to
the Escrow Agent (as defined in Section 3.2 hereof) on or before the Approval
Hearing, and the remaining $200.000.00 shall be paid to the Receiver within
sixty (60) days after the Approval Hearing. If, however, the Assigned Claims
Purchasers do not pay the remaining $200,000.00, then AARO shall pay the
$200,000.00 to the Receiver on or before sixty (60) days after the Approval
Hearing. Such solicitations by AARO shall be made solely on a non-public basis,
and shall be made solely to "accredited investors," as
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that term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as Solicitations for Assigned Claims Purchasers may only be made by duly
authorized officers and/or directors of AARO and no direct remuneration for such
sales shall be paid by AARO, the Receiver, the Assigned Claims Purchasers or any
other person to such officers and/or directors. All Assigned Claims Purchasers
shall be required to execute such subscriptions documents and assignment of
claims agreements as shall be reasonably required by AARO Broadband and the
Receiver, respectively, and all such documentation and the consummation of the
transactions contemplated hereby shall be contingent upon the approval of this
Agreement by the United States District Court for the Western District of
Oklahoma.
3.2 Escrow of Settlement Stock, New Warrants and Cash. Upon
execution of this Agreement, AARO Broadband shall promptly cause to be delivered
to MidFirst Bank ("Escrow Agent"), as the escrow agent for Receiver, an
aggregate of 3,000,000 shares of duly authorized, but unissued AARO common
stock, $.001 par value per share (the "Settlement Stock"). Upon execution of
this Agreement, AARO Broadband shall further promptly cause to be delivered to
The Escrow Agent 1,399,998 new warrants, the attributes of which shall be
identical in form and substance to the Restricted Warrants identified in Section
2.2 hereof (the "New Warrants"). The Escrow Agent shall accept and hold pursuant
to the terms of this Agreement: (i) the Settlement Stock; (ii) the New Warrants;
and (iii) all of the funds paid by the Assigned Claims Purchasers pursuant to
Section 3.1 hereof.
3.3 Court Approval of Settlement Agreement. Promptly upon
execution of this agreement by all parties hereto, the Receiver, AARO and Xxxxx
shall undertake to obtain the approval of the terms and conditions of this
Agreement in accordance with the Order Approving Temporary Receiver dated August
11, 2000, and provisions of Section 3(a)(10) of the 1933 Act, such that the
Settlement Stock may be sold by the Receiver to the Subscribers without
restriction under the 1933 Act.
3.4 Attributes of Settlement Stock and New Warrants. Upon
entry of an appropriate court order approving the terms and conditions of this
Agreement as set forth in Sections 3.1 and 3.2, above, the Settlement Stock and
New Warrants shall be deemed to be free-trading stock exempt from registration
pursuant to Section 3(a)(10) of the 0000 Xxx.
3.5 Cash Payments. Upon entry of an appropriate court order
approving the terms and conditions of this Agreement as set forth in Sections
3.1, 3.2 and 3.3, above, the Escrow Agent shall: (i) release the cash proceeds
received from the Assigned Claim Purchasers to the Receiver; and (ii) release
the Settlement Stock to the Assigned Claims Purchasers. In the event that, for
any reason the United States District Court does not approve the terms and
conditions of this Agreement pursuant to Section 3.3 hereof, the Escrow Agent
shall return the Settlement Stock to AARO Broadband and return the money paid by
the Assigned Claims Purchasers.
3.6 Return of Certain BBAN Stock of Xxxxx and Duke. Pursuant
to various agreements entered into between BroadCom, Getmore, GKD, Xxxxx and
Xxxx, Xxxxx and Xxxx
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received from BBAN a total of 2,700,000 shares of common stock of BBAN. Promptly
upon approval of this Agreement by the District Court and payment of the full
Purchase Price, Xxxxx and Duke shall take all steps necessary to cause to be
delivered to BBAN physical possession of 2,700,000 such shares of common stock,
and the Escrow Agent shall distribute 200,000 shares of the Settlement Stock to
Duke.
3.7 Assumption of Debenture Liability. Upon entry of an
appropriate court order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, the Debentures, as identified in Section 2.1
hereof, shall be deemed to have been surrendered by the Xxxxx Group to
Broadband, and deemed to have been cancelled by Broadband. The Xxxxx Group shall
thereupon be deemed to have released and discharged BBAN and its officers and
directors, past and present, from any liability arising out of the Debentures
purchased by the Xxxxx Group. AARO Broadband shall thereupon be deemed to have
cancelled and thereafter deemed void the said Debentures. In consideration of
the cancellation of said debentures by AARO Broadband, the Escrow Agent shall
release 1,000,000 shares of the Settlement Stock to the Xxxxx Group based upon
their proportionate share of ownership in said debentures as set forth in
Section 2.1 hereof.
3.8 Cancellation of Restricted Warrants. Upon entry of an
appropriate court order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, the Restricted Warrants, as identified in
Section 2.2 hereof, shall be deemed to have been surrendered by the Restricted
Warrant Holders to AARO Broadband. The Restricted Warrant Holders shall
thereupon be deemed to have released and discharged AARO Broadband and its
officers and directors, past and present, from any liability arising out of the
Restricted Warrants purchased by the Restricted Warrant Holders. AARO Broadband
shall thereupon be deemed to have cancelled and thereafter deemed void the said
Restricted Warrants. In consideration of the cancellation of said Restricted
Warrants by AARO Broadband, the Escrow Agent shall release 1,400,000 New
Warrants to the Restricted Warrant Holders based upon their proportionate share
of ownership in the Restricted Warrants as set forth in Section 2.2 hereof.
3.9 Dismissal of First Civil Action.
3.9.1 Upon entry of an appropriate court order
approving the terms and conditions of this Agreement as set forth in Section 3.3
above, Broadband shall execute and deliver to Xxxxx and AARO a Dismissal With
Prejudice of all of the claims asserted by it in the First Civil Action. A copy
of the form of such Dismissal With Prejudice is attached hereto as Exhibit A.
Upon receipt of such Dismissal With Prejudice, Xxxxx and AARO shall thereafter
promptly file such Dismissal With Prejudice with the District Court of Oklahoma
County, Oklahoma.
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3.9.2 Upon entry of an appropriate court order
approving the terms and conditions of this Agreement as set forth in Section 3.3
above, Xxxxx shall execute and deliver to BBAN and BroadCom a Dismissal With
Prejudice of all of the counter-claims and third party claims (except as to
claims against Xxx Xxxxxx) asserted by him in the First Civil Action. A copy of
the form of such Dismissal With Prejudice is attached hereto as Exhibit B. Upon
receipt of such Dismissal With Prejudice, BBAN and BroadCom shall thereafter
promptly file such Dismissal With Prejudice with the District Court of Oklahoma
County, Oklahoma.
3.10 Dismissal of Second Civil Action. Upon entry of an
appropriate court order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, BroadCom Wireless Communications Corporation and
Black Giant Resources Corporation shall execute and deliver to Xxxxx and AARO a
Dismissal With Prejudice of the Second Civil Action. A copy of the form of
Dismissal With Prejudice is attached hereto as Exhibit X. Xxxxx and AARO shall
thereafter promptly file such Dismissal With Prejudice with the District Court
of Oklahoma County, Oklahoma.
3.11 Dismissal of Third Civil Action. Upon entry of an
appropriate court order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, Xxxxx, Xxxx and Getmore shall execute and
deliver to BroadCom Wireless Communications Corporation and Black Giant
Resources Corporation a Dismissal With Prejudice of the Second Civil Action
(except as to claims against Xxx Xxxxxx). A copy of the form of Dismissal With
Prejudice is attached hereto as Exhibit D. BroadCom Wireless Communications
Corporation and Black Giant Resources Corporation shall thereafter promptly file
such Dismissal With Prejudice with the District Court of Oklahoma County,
Oklahoma.
3.12 General Release of Baker, Duke, Getmore, GKD, Inc., the
Xxxxx Group and AARO. Upon entry of an appropriate court order approving the
terms and conditions of this Agreement as set forth in Section 3.3 above and
payment of the full Purchase Price, Broadband, BroadCom, Black Giant Resources,
and Xxxx each, individually and collectively, for themselves and their
respective officers, directors, heirs, successors and assigns, hereby release,
discharge, and relinquish any and all claims whatsoever, demands, causes of
action, whether in law or in equity, whether known or unknown, anticipated or
unanticipated, direct or indirect, fixed or contingent, whether heretofore
asserted or not, which they, their officers, directors, agents, employees,
heirs, personal representatives, attorneys, insurance carriers, successors and
assigns ever had, now has, or may claim to have, against AARO, Getmore, GKD, the
Xxxxx Group, Xxxxx and Duke, their respective past and present partners,
members, trustees, beneficiaries, principals, employers, officers, shareholders,
directors, employees, attorneys, insurance carriers, agents, heirs, related
corporations, subsidiaries, personal representatives, successors and assigns.
3.13 General Release of Broadband, BroadCom, Black Giant
Resources, and Xxxx. Upon entry of an appropriate court order approving the
terms and conditions of this Agreement as set forth in Section 3.3 above and
payment of the full Purchase Price, Baker, Duke, Getmore, GKD, the Xxxxx Group
and AARO each, individually and collectively, for themselves and their
respective officers, directors, heirs, successors and assigns, hereby release,
discharge, and relinquish any and all claims whatsoever, demands, causes of
action, whether in law or in equity, whether known or unknown,
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anticipated or unanticipated, direct or indirect, fixed or contingent, whether
heretofore asserted or not, which they, their officers, directors, agents,
employees, heirs, personal representatives, attorneys, insurance carriers,
successors and assigns ever had, now has, or may claim to have, against
Broadband, BroadCom, Black Giant Resources, and Xxxx (but not Xxx Xxxxxx), and,
except for Xxx Xxxxxx, their respective past and present partners, members,
trustees, beneficiaries, principals, employers, officers, shareholders,
directors, employees, attorneys, insurance carriers, agents, heirs, related
corporations, subsidiaries, personal representatives, successors and assigns.
3.14 Specific Release of GKD Related Claims. Upon entry of an
appropriate court order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above and payment of the full Purchase Price, Duke and
Xxxxx, in their individual capacity, specifically release, discharge, and
relinquish any and all claims, demands or causes of action that they had, may
have, or which may hereafter accrue against Broadband, BroadCom, Black Giant
Resources, and Xxxx (but not Xxx Xxxxxx), and arising out of any alleged sale,
exchange or transfer of any stock or other ownership interest in or to GKD, Inc.
Broadband, BroadCom, Black Giant Resources, and Xxxx specifically release,
discharge, and relinquish any and all claims, demands or causes of action that
they had, may have, or which may hereafter accrue against Duke or Xxxxx and
arising out of any alleged sale, exchange or transfer of any stock or other
ownership interest in or to GKD, Inc. Broadband, BroadCom, Black Giant
Resources, and Xxxx acknowledge that they, and each of them, have no stock or
other equitable or legal ownership interest in or claim to GKD, Inc.
IV. INDEMNIFICATION
4.1 Indemnification of AARO. Upon entry of an appropriate
court order approving the terms and conditions of this Agreement as set forth in
Section 3.3 above and payment of the full Purchase Price, Broadband hereby
agrees to indemnify and hold harmless AARO and each officer, director and
employee (whether past, present or future) of AARO against and in respect of all
actions, suits, proceedings, demands, and assessments brought by any past,
present or future holder of one or more shares of common stock of Broadband in
connection with both this Settlement Agreement and the various claims of
Broadband finally resolved and settled hereby, and any judgments, attorney's
fees, costs and expenses associated therewith.
4.2 Indemnification of Broadband. Upon entry of an appropriate
court order approving the terms and conditions of this Agreement as set forth in
Section 3.3 above and payment of the full Purchase Price, AARO hereby agrees to
indemnify and hold harmless the Receiver, Broadband and each officer, director
and employee (whether past, present or future) of Broadband against and in
respect of all actions, suits, proceedings, demands, and assessments brought by
any past, present or future holder of one or more shares of common stock of AARO
in connection with both this Settlement Agreement and the various claims of AARO
finally resolved and settled hereby, and any judgments, attorney's fees, costs
and expenses associated therewith.
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V. MISCELLANEOUS PROVISIONS
5.1 Press Releases. Neither AARO nor BBAN shall issue any
press release describing or in any way referring to this Settlement Agreement
without the prior written approval of the other. AARO and BBAN shall each work
in good faith to prepare either a mutually acceptable joint release or mutually
acceptable separate releases.
5.2 Compromise. The parties agree that they are entering into
this Agreement as a compromise of disputed claims to avoid the cost and expense
of litigation. By entering into this Agreement, none of the parties hereto
admits any wrongdoing, liability or obligation whatsoever.
5.3 Additional Documents. All parties agree to furnish any
additional information and execute any and all additional documents not
inconsistent with the provisions of this Agreement which may be required by, or
as may be necessary or proper to carry out effectively, the provisions and
purposes of this Agreement.
5.4 Partial Invalidity. If a part of this Agreement is
declared to be illegal or unenforceable by a court of competent jurisdiction,
then the remainder shall be construed as a valid, enforceable contract, if
practical.
5.5 Entire Agreement. This Agreement embodies the entire
agreement between the parties hereto with respect to the matters involved herein
and supersedes any previous negotiations or agreements between the parties with
respect to such matters. This Agreement was not executed in reliance upon any
statement or representation by either party other than those set forth above.
This Agreement may not be modified except by a subsequent agreement in writing
signed by all affected parties. No amendment or modification of this Agreement
shall be effective unless executed in writing by the parties affected by such
amendment or modification.
5.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which constitutes an original and all of which taken
together shall constitute one and the same agreement.
5.7 Authority to Execute. The signatories hereto each warrant
that they have the authority to enter this Agreement, and any related documents,
on behalf of the individual and/or entity on whose behalf they execute said
documents.
5.8 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, assigns, heirs
and personal representatives.
5.9 Paragraph Headings. The paragraph headings contained
herein are included for convenience and reference purposes only and are not to
be used in construing or interpreting this Agreement.
5.10 Time of Essence. Time is of the essence of this
Agreement.
5.11 Governing Law. The validity, construction and enforcement
of this Agreement shall be governed by the laws of the State of Oklahoma.
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5.12 Enforceability. The covenants of this Agreement shall be
specifically enforceable. In the event either party shall file an action to
enforce the obligations imposed on the other party, the prevailing party shall
be entitled to its costs and expenses, including a reasonable attorney's fee,
incurred in connection with enforcement of such obligations.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the day and year first above written.
BROADBAND WIRELESS INTERNATIONAL
CORPORATION, f/k/a BLACK GIANT OIL
COMPANY, a Nevada corporation
By:
--------------------------------------
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared
Xxxxx Xxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same as her
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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AAROW ENVIRONMENTAL GROUP, INC.,
a Nevada corporation
By:
--------------------------------------
Its: President
ATTEST:
------------------------
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
-------------
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as President of AARO Broadband Wireless
Communications Corporation, and acknowledged to me that he is authorized to
execute on behalf of the corporation, and that he executed the same for the
purposes and consideration therein expressed in the capacity herein stated and
as the act and deed of the corporation.
Given under my hand and seal of office this ____ day of
___________________________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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BROADCOM WIRELESS COMMUNICATIONS
CORPORATION, an Oklahoma corporation
By:
--------------------------------------
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared
Xxxxx Xxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same as her
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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BLACK GIANT RESOURCES CORPORATION,
an Oklahoma corporation
By:
--------------------------------------
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day personally appeared
Xxxxx Xxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same as her
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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GETMORE COMMUNICATIONS, INC.,
an Oklahoma corporation
By:
--------------------------------------
Its: President
ATTEST:
-------------------
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as President of Getmore Communications, Inc., and
acknowledged to me that he is authorized to execute on behalf of the
corporation, and that he executed the same for the purposes and consideration
therein expressed in the capacity herein stated and as the act and deed of the
corporation.
Given under my hand and seal of office this ____ day of
___________________________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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GKD, INC., an Oklahoma corporation
By:
--------------------------------------
Its: President
ATTEST:
------------------------
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF _____________ )
Before me, the undersigned authority, on this day personally appeared
________________________, known to me to be the person whose name is subscribed
to the foregoing instrument as President of GKD, Inc., and acknowledged to me
that he is authorized to execute on behalf of the corporation, and that he
executed the same for the purposes and consideration therein expressed in the
capacity herein stated and as the act and deed of the corporation.
Given under my hand and seal of office this ____ day of
___________________________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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-----------------------------------------
Xxxxxx X. Xxxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
-----------
Before me, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
-----------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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-----------------------------------------
Xxxx Xxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
Before me, the undersigned authority, on this day personally appeared
Xxxx Xxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same as her
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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-----------------------------------------
Xxxx X. Xxxx, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
-----------
Before me, the undersigned authority, on this day personally appeared
Xxxx X. Xxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal of office this _____ day of
______________, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
(SEAL)
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THE XXXXX GROUP
By:
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Xxxx X. Xxxxxxxx, attorney-in-fact
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
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Before me, the undersigned authority, on this day personally appeared
Xxxx Xxxxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth, and
pursuant to the Power of Attorney attached hereto as Exhibit E.
Given under my hand and seal of office this _____ day of
______________, 2000.
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Notary Public
My Commission Expires:
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(SEAL)
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