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EXHIBIT 10.2
SATELLITE ACCESS SYSTEMS INC.
Ultra high-speed, global, Private Business Network for voice, video and data.
Dramatically reduces your communication costs.
TAX FREE ACQUISITION AGREEMENT
This Tax Free Acquisition ("Agreement") dated April 21, 1999, is the
executed purchase contract, that is legal and binding between Satellite Access
Systems, Inc., a Nevada corporation ("SAS"), Corsaire, Inc., a Delaware
corporation ("Corsaire") and the SAS shareholders to consummate the
stock-for-stock, tax-free acquisition of SAS by Corsaire for the purpose of
maximizing the profitability of vector-based data compression technology
(non-telephony) ("SAS Technology").
1. GENERAL UNDERSTANDINGS
The following paragraphs reflect the understandings between the parties
as to the basic terms and conditions for the tax-free acquisition of SAS by
Corsaire to be set forth in a definitive agreement ("Definitive Agreement"). The
Definitive Agreements and any ancillary documents must be in form and content
satisfactory to each party and its counsel in their sole discretion.
1. CONSIDERATION In exchange for Corsaire receiving 100% ownership of
SAS, Corsaire will deliver to SAS Thirty Million Dollars ($30,000,000.00) worth
of Corsaire's 144 restricted stock valued at twelve and three-quarters dollars
($12.75) per share.
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Additionally, Corsaire will also assume the existing debts of SAS,
which the parties acknowledge to be approximately Four Million Dollars
($4,000,000.00) ("SAS Debt"). Included in the SAS Debt is back pay owed to
SAS's officers, executives, personnel, employees and contractors (collectively,
"Staff") for the 1998 and 1999 years ("Backpay"). The Staff may elect one of
three options in how they individually receive their respective Backpay. The
options are:
A. The entire amount owed to the individual Staff member in cash; or
B. The entire amount owed to the individual Staff member in Corsaire's
freely negotiable stock valued at twelve and three quarters dollars
($12.75) per share; or
C. A percentage of the amount owed to each Staff member, as determined
by that individual Staff member, in cash, and the corresponding
balance of the amount owed in Corsaire's negotiable stock valued at
fifteen dollars ($15.00) per share.
The parties agree that the negotiable shares of Corsaire stock
contributed as Backpay will be held in one master account by a broker
designated by SAS and that the maximum volume of Backpay shares to be sold
daily from the Master account will be two thousand, five hundred (2,500).
2. STOCK OPTIONS As further consideration, once Ten Million Dollars
($10,000,000.00) in sales of Corsaire's product and/or service has been met,
Corsaire will grant to SAS, effective 12-31-99, an option for Twenty Million
Dollars ($20,000,000.00) worth of Corsaire Stock valued at twelve and three
quarters dollars ($12.75) (the "Option"). Said Option will be valid for three
years.
3. SAS' PAYROLL Commencing as of April 16, 1999, Corsaire will assume
responsibility for the payment of SAS's Staff salary.
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SAS's Staff will receive their first salary payment no later than
May 1, 1999.
4. ESCROW OF SAS TECHNOLOGY The SAS Technology will be held in escrow
by an agent designated by SAS until SAS receives the above described Thirty
Million Dollars ($30,000,000.00) in equitable stock from Corsaire, at which
time the SAS Technology will be released from escrow to Corsaire.
5. PUBLIC ANNOUNCEMENTS The parties agree that any and all public
announcements and/or press releases concerning the SAS Technology must be
pre-approved by SAS, and specifically by SAS's President and CEO, Xxxxx Xxxxx.
6. CONFIDENTIALITY The parties agree that except as may be required by
law, neither shall disclose or use, cause its officers, employees, or agents to
disclose or use, any Confidential Information (as defined below) with respect
to this Agreement. For purposes of this Agreement, "Confidential Information"
means any information identified as such in writing by either party, that is
not public record. If the transaction is not consummated, the parties shall
promptly return all documents, contracts, records or other property of the
other, to include all copies, extractions, or reproductions of same. This
paragraph shall survive termination of this Agreement.
The parties have caused this Agreement to be signed and executed by
their authorized representatives on this 21st day of April, 1999.
Corsaire, Inc. Satellite Access Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx,
President President
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