U.S. WIRELESS DATA, INC.
PROMISSORY NOTE CONVERSION AND
COMMON STOCK PURCHASE AGREEMENT
TABLE OF CONTENTS
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Page
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1. Promissory Note Conversion and Issuance of Common Stock................3
1.1 Promissory Note Conversion and Issuance of Common Stock......3
1.2 Closing......................................................3
2. Representations and Warranties of the Company..........................3
2.1 Organization, Good Standing and Qualification................4
2.2 Capitalization...............................................4
2.3 SEC Documents; Company Financial Statements..................4
2.4 Authorization................................................5
2.5 Valid Issuance of Preferred and Common Stock.................5
2.6 Compliance with Other Instruments............................5
2.7 Litigation...................................................5
2.8 Environmental and Safety Laws................................6
2.9 Title to Property and Assets.................................6
2.10 Patents and Trademarks......................................6
2.11 Employee Benefits...........................................6
2.12 Offering....................................................7
2.13 Holding Period Under Rule 144...............................7
3. Representations and Warranties of the Investor.........................7
3.1 Authorization................................................7
3.2 Purchase Entirely for Own Account............................8
3.3 Disclosure of Information....................................8
3.4 Investment Experience........................................8
3.5 Accredited Investor..........................................8
3.6 Restricted Securities........................................8
3.7 Further Limitations on Disposition...........................8
3.8 Legends......................................................9
4. Conditions of each Investor's Obligations at Closing...................9
4.1 Representations and Warranties...............................9
4.2 Performance..................................................9
4.3 Qualifications..............................................10
4.4 No Material Adverse Change..................................10
4.5 Officer's Certificate.......................................10
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5. Conditions of the Company's Obligations at Closing....................10
5.1 Representations and Warranties..............................10
5.2 Payment of Purchase Price...................................10
5.3 Qualifications..............................................10
i
6. Miscellaneous.........................................................10
6.1 Survival of Warranties......................................10
6.2 Successors and Assigns......................................10
6.3 Governing Law...............................................11
6.4 Counterparts................................................11
6.5 Titles and Subtitles........................................11
6.6 Notices.....................................................11
6.7 Finder's Fee................................................11
6.8 Expenses....................................................11
6.9 Amendments and Waivers......................................11
6.10 Severability...............................................12
6.11 Entire Agreement...........................................12
ii
U.S. WIRELESS DATA, INC.
PROMISSORY NOTE CONVERSION AND
COMMON STOCK PURCHASE AGREEMENT
THIS PROMISSORY NOTE CONVERSION AND STOCK PURCHASE AGREEMENT is entered
into as of the 19th day of March 1999 (the "Effective Date"), by and among U.S.
Wireless Data, Inc., a Colorado corporation (the "Company"), and the Burtzloff
Family Trust (which is herein referred to as the "Investor") to evidence the
terms and conditions pursuant to which the Company and Investor shall convert
that certain Note Payable in the principal amount of $500,000 issued by the
Company to Investor as of October 28, 1999 (the "Promissory Note"), a copy of
which is attached hereto as Exhibit A.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Promissory Note Conversion and Issuance of Common Stock.
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1.1 Promissory Note Conversion and Issuance of Common Stock.
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(a) On or prior to the Closing (as defined below), the Company shall
have authorized the conversion of the Promissory Note and the issuance of
the Common Stock (the "Shares") to the Investor, as described below. The
Shares shall have the rights, preferences, privileges and restrictions set
forth in the Articles of Incorporation in the form attached hereto as
Exhibit B (the "Articles of Incorporation").
(b) Subject to the terms and conditions of this Agreement, the
Investor agrees to convert the Promissory Note and all interest accrued but
unpaid thereon, into 589,213 shares of the Company's Common Stock at the
rate of $0.875 of principal and accrued interest owing on the Promissory
Note (through March 19, 1999) per share (which is equal to the closing
price of the Common Stock as of the date prior to the Effective Date this
Agreement, less a discount of 20%).
(c) Closing. The conversion of the Promissory Note and the issuance of
the Shares in exchange therefor shall be deemed to have occurred as of the
Effective Date. The date as of which both parties shall have executed this
Agreement is referred to herein as the "Closing Date." Within five business
days after the Closing Date, the Company shall deliver to the Investor a
certificate representing the Shares being issued to Investor hereunder,
against delivery of the original Promissory Note to the Company, endorsed
by Investor as "Paid."
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that, except as set forth on the
Schedule of Exceptions provided to Investor herewith (the "Schedule of
Exceptions"), which exceptions shall be deemed to modify the representations and
warranties of the Company made hereunder:
2.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Colorado and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify would
have a material adverse effect on its business or properties.
2.2 Capitalization. The Company's Quarterly Report on Form 10-QSB for
the period ended December 31, 1998 accurately describes the authorized and
outstanding capital stock and securities of the Company as of that date.
2.3 SEC Documents; Company Financial Statements. As of their
respective filing dates, each annual, quarterly and other report and each
registration statement filed by Company with the SEC (the "Company SEC
Documents") comply in all material respects with the requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as the case may be, and the rules and regulations of
the SEC promulgated thereunder applicable to such Company SEC Documents,
and none of the Company SEC Documents contained on their filing dates any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except to the extent corrected by a subsequently filed Company SEC
Document. The financial statements of the Company included in the Company
SEC Documents (the "Company Financial Statements") complied as to form in
all material respects with the published rules and regulations of the SEC
with respect thereto, were prepared in accordance with GAAP applied on a
consistent basis throughout the periods indicated (except as may be
indicated in the notes thereto or, in the case of unaudited financial
statements, as permitted under Form 10-QSB under the Exchange Act) and
fairly presented the consolidated financial position of the Company at the
respective dates thereof and the consolidated results of the Company's
operations and cash flows for the periods indicated (subject, in the case
of unaudited statements, to normal and recurring year-end audit
adjustments), except to the extent corrected by a financial statement in a
subsequently filed Company SEC Document. There has been no change in the
Company's accounting policies or estimates, except as described in the
notes to the Company Financial Statements or as required by GAAP. Since the
date of the most recent balance sheet included in the Company SEC Documents
to the date hereof, there has been no change, event or effect that is
materially adverse to the business, assets (including intangible assets),
financial condition or results of operations of the Company taken as a
whole, except for continuing losses incurred in the ordinary course of
business and the continuing default by the Company (and consequential
penalties) on its $2,000,000 of 6% Convertible Subordinated Debentures Due
July 21, 2000. Until such time as the Shares being acquired hereunder are
freely transferable by the Investor or any permitted transferee pursuant to
Rule 144(k), the Company agrees to timely file all Company SEC Documents
required to be filed pursuant to Rule 144(c)(1).
2.4 Authorization. All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement (as defined herein), the
performance of all obligations of the Company hereunder and thereunder, and
the authorization, issuance (or reservation for issuance), sale and
delivery of the Shares being sold hereunder has been taken or will be taken
prior to the Closing, and this Agreement constitutes valid and legally
binding obligations of the Company, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, and (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
2.5 Valid Issuance of Common Stock. The Common Stock that is being
purchased by the Investor hereunder, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and
will be free of restrictions on transfer other than restrictions on
transfer under this Agreement and under applicable state and federal
securities laws.
2.6 Compliance with Other Instruments. The Company is not in violation
or default of any provision of its Articles of Incorporation or Bylaws, or
in any material respect of any instrument, judgment, order, writ, decree or
contract to which it is a party or by which it is bound, or, to the best of
its knowledge, of any provision of any federal or state statute, rule or
regulation applicable to the Company, except as to those violations or
defaults described in the Company's Quarterly Report on Form 10-QSB for the
period ended December 31, 1998 all of which continue to exist as of the
date of this Agreement. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not result in any such violation or be in conflict with or constitute, with
or without the passage of time and giving of notice, either a default under
any such provision of its Articles of Incorporation or Bylaws, or in any
material respect of any instrument, judgment, order, writ, decree or
contract to which it is a party or by which it is bound, or, to the best of
its knowledge, of any provision of any federal or state statute, rule or
regulation applicable to the Company.
2.7 Litigation. There is no action, suit, proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the
Company that questions the validity of this Agreement, the right of the
Company to enter into this Agreement, or to consummate the transactions
contemplated hereby, or that might result, either individually or in the
aggregate, in any material adverse changes in the assets, condition,
affairs or prospects of the Company, financially or otherwise, or any
change in the current equity ownership of the Company, except as may result
from an action based on the default by the Company on its 6% Convertible
Subordinated Debentures Due July 21, 2000.
2.8 Environmental and Safety Laws. To its knowledge (but without
having conducted any environmental assessments or studies), the Company is
not in violation of any applicable statute, law or regulation concerning
the environment or occupational health and safety, and to the best of its
knowledge, no material expenditures are or will be required in order to
comply with any such existing statute, law or regulation, which violation
is materially adverse to the business, assets (including intangible
assets), financial condition or results of operations of the Company taken
as a whole.
2.9 Title to Property and Assets. The Company owns its property and
assets free and clear of all mortgages, liens, loans and encumbrances,
except such encumbrances and liens that arise in the ordinary course of
business and do not materially impair the Company's ownership or use of
such property or assets. With respect to the property and assets it leases,
the Company is in compliance in all material respects with such leases and,
to the best of its knowledge, holds a valid leasehold interest free of any
liens, claims or encumbrances, except for liens, claims or encumbrances
that do not materially impair the Company's ownership or use of such
property or assets.
2.10 Patents and Trademarks. To its knowledge (but without having
conducted any special investigation or patent or trademark search), the
Company has sufficient title and ownership of or licenses to all patents,
trademarks, service marks, trade names, copyrights, trade secrets,
information, proprietary rights and processes necessary for its business as
now conducted without any conflict with or infringement of the rights of
others, except for such items as have yet to be conceived or developed or
that are expected to be available for licensing on reasonable terms from
third parties. The Company has not received any communications alleging
that the Company has violated or, by conducting its business as proposed,
would violate any of the patents, trademarks, service marks, trade names,
copyrights or trade secrets or other proprietary rights of any other person
or entity. The Company is not aware that any of its employees is obligated
under any contract (including licenses, covenants or commitments of any
nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with the use of
his or her best efforts to promote the interests of the Company or that
would conflict with the Company's business as proposed to be conducted.
Neither the execution nor delivery of this Agreement, nor the carrying on
of the Company's business by the employees of the Company, will, to the
Company's knowledge, conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any of such employees is now obligated.
The Company does not believe it is or will be necessary to utilize any
inventions of any of its employees (or people it currently intends to hire)
made prior to their employment by the Company.
2.11 Employee Benefits. Except as described in the SEC Documents, the
Company is not a party to or bound by any bonus, deferred compensation,
incentive, pension, retirement, profit sharing, employee stock ownership,
stock bonus, stock purchase, restricted stock or stock option plans, any
employment agreements, retirement agreements or other employee compensation
agreements, or any other benefit plans, policies, agreements or
arrangements, including but not limited to "employee benefit plans," within
the meaning of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), except as set forth in Section 3.12 of the
Schedule of Exceptions (each a "Plan" and collectively the "Plans"). All
Plans are in substantial compliance with ERISA, the Code and any other
applicable laws, and each Plan which is an "employee benefit plan" within
the meaning of Section 3(2) of ERISA and which is intended to be qualified
under Section 401(a) of the Code, has received a favorable determination
letter from the Internal Revenue Service, and the Company is not aware of
any circumstances that could result in revocation of any such favorable
determination letter. The Company has not engaged in any transaction with
respect to any Plan subject to ERISA that could subject the Company to any
material tax or penalty imposed by either Section 4975 of the Code or
Section 502(i) of ERISA. The Company does not and has at no time,
sponsored, maintained, contributed to or been obligated to make
contributions to any employee benefit pension plan subject to Title IV of
ERISA including, without limitation, any "multiemployer plan" as defined in
Section 3(37) or 4001(a)(3) of ERISA.
2.12 Offering. Subject in part to the truth and accuracy of the
Investor's representations set forth in Section 3 of this Agreement, the
offer, sale and issuance of the Shares as contemplated by this Agreement
are exempt from the registration requirements of any applicable state and
federal securities laws, and neither the Company nor any authorized agent
acting on its behalf will take any action hereafter that would cause the
loss of such exemption.
2.13 Holding Period Under Rule 144. The Company represents to, and
agrees with, the Investor, that the holding period for the Shares being
issued to the Investor hereunder commenced, as provided under Rule
144(d)(3)(ii), on October 28, 1998, the date of the Investor's initial
acquisition of the Promissory Note being converted into such Common Stock.
The Company agrees that, except as may be required of it as a result of a
change in the law or SEC regulations occurring after the Effective Date
(including interpretations of law or regulations as set forth in an SEC
No-Action Letter first available after the Effective Date), it will not
assert any different date as the commencement of the Rule 144 holding
period in connection with any further transfer of the Shares.
3. Representations and Warranties of the Investor. The Investor, as to
itself only and not as to any other Investor, hereby represents and warrants
that:
3.1 Authorization. The Investor has full power and authority to enter
into this Agreement and it constitutes valid and legally binding
obligations, enforceable in accordance with its terms except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors' rights
generally, and (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
3.2 Purchase Entirely for Own Account. This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company,
which by the Investor's execution of this Agreement the Investor hereby
confirms, that the Shares to be received by the Investor (the "Security")
will be acquired for investment for Investor's own account, not as a
nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same, in each
case, in violation of the Securities Act or any state securities laws. By
executing this Agreement, the Investor further represents that the Investor
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any
third person, with respect to the Security.
3.3 Disclosure of Information. The Investor believes it has received
all the information it considers necessary or appropriate for deciding
whether to purchase the Shares. The Investor further represents that it has
had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Shares and the
business, properties, prospects and financial condition of the Company. The
foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 2 of this Agreement or the right of
the Investor to rely thereon.
3.4 Investment Experience. The Investor is an investor in securities
of companies in the development stage and acknowledges that it is able to
fend for itself, can bear the economic risk of its investment, and has such
knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Shares.
If other than an individual, Investor also represents it has not been
organized for the purpose of acquiring the Shares.
3.5 Accredited Investor. The Investor is an "accredited investor"
within the meaning of Securities and Exchange Commission ("SEC") Rule 501
of Regulation D, as presently in effect.
3.6 Restricted Securities. The Investor understands that the Shares it
will receive are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations the Shares may be resold without registration under
the Act only in certain limited circumstances. In this connection, the
Investor represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Act.
3.7 Further Limitations on Disposition. Without in any way limiting
the representations set forth above, the Investor further agrees not to
make any disposition of all or any portion of the Shares unless and until
the transferee has agreed in writing for the benefit of the Company to be
bound by this Section 3; provided, and to the extent, this Section and such
agreement are then applicable, and:
(a) (i) The Investor shall have notified the Company of the
proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed
disposition, and (ii) if reasonably requested by the Company, the
Investor shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not
require registration of such Shares under the Act. It is agreed that
the Company will not require opinions of counsel for transactions made
pursuant to Rule 144 except in unusual circumstances.
(b) Notwithstanding the provisions of Paragraph (a) above, no
such registration statement or opinion of counsel shall be necessary
for a transfer by the Investor that (i) is a partnership to a partner
of such partnership or a retired partner of such partnership who
retires after the date hereof, or to the estate of any such partner or
retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse or to the siblings, lineal
descendants or ancestors of such partner or his or her spouse, or (ii)
is a trust to a settlor or beneficiary of such trust or to the estate
of any such settlor or beneficiary, in each case, if the transferee
agrees in writing to be subject to the terms hereof to the same extent
as if he or she were an original Investor hereunder.
3.8 Legends. It is understood that the certificates evidencing the
Shares may bear one or all of the following legends (or a legend
substantially similar to the following legends):
(a) "These securities have not been registered under the
Securities Act of 1933, as amended. They may not be sold, offered for
sale, pledged or hypothecated in the absence of a registration
statement in effect with respect to the securities under such Act or
an opinion of counsel satisfactory to the Company that such
registration is not required or unless sold pursuant to Rule 144 of
such Act."
(b) Any legend required by applicable state securities laws.
4. Conditions of the Investor's Obligations at Closing. The obligations of
the Investor under subsection 1.1(b) of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective against the Investor who does not consent
thereto:
4.1 Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties
had been made on and as of the date of such Closing.
4.2 Performance. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the
Closing.
4.3 Qualifications. All authorizations, approvals, or permits, if any,
of any governmental authority or regulatory body of the United States or of
any state that are required in connection with the lawful issuance and sale
of the Shares pursuant to this Agreement shall be duly obtained and
effective as of the Closing.
4.4 No Material Adverse Change. Since the date of the most recent
balance sheet included in the Company SEC Documents, there shall have been
no change, event, or effect that is materially adverse to the business (as
such business is presently conducted and as it is proposed to be
conducted), assets (including intangible assets), financial condition or
results of operations of the Company taken as a whole, except as described
in the Company SEC Documents or the representations and warranties of the
Company included herein.
4.5 Officer's Certificate. The Investor shall have received a
certificate of the Company's President and Chief Financial Officer
attesting to Sections 4.1 through 4.4 of this Agreement as of the Closing
Date.
5. Conditions of the Company's Obligations at Closing. The obligations of
the Company to the Investor under this Agreement are subject to the fulfillment
on or before the Closing of each of the following conditions by the Investor:
5.1 Representations and Warranties. The representations and warranties
of the Investor contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties
had been made on and as of the Closing.
5.2 Payment of Purchase Price. The Investor shall have delivered the
Promissory Note for conversion and cancellation as specified in Section 1.2
of this agreement.
5.3 Qualifications. All authorizations, approvals, or permits, if any,
of any governmental authority or regulatory body of the United States or of
any state that are required in connection with the lawful issuance and sale
of the Shares pursuant to this Agreement shall be duly obtained and
effective as of the Closing.
6. Miscellaneous.
6.1 Survival of Warranties. The warranties, representations and
covenants of the Company and Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and
the Closing and shall in no way be affected by any investigation of the
subject matter thereof made by or on behalf of the Investor or the Company.
6.2 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties
(including transferees of any Shares). Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
6.3 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.
6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
6.6 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be
deemed effectively given upon personal delivery to the party to be notified
or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified
at the address indicated for such party on the signature page hereof, or at
such other address as such party may designate by ten (10) days' advance
written notice to the other parties.
6.7 Finder's Fee. Each party represents that it neither is nor will be
obligated for any finders' fee or commission in connection with this
transaction. The Investor agrees to indemnify and to hold harmless the
Company from any liability for any commission or compensation in the nature
of a finders' fee (and the costs and expenses of defending against such
liability or asserted liability) for which such Investor or any of its
officers, partners, employees, or representatives is responsible. The
Company agrees to indemnify and hold harmless the Investor from any
liability for any commission or compensation in the nature of a finders'
fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.
6.8 Expenses. Irrespective of whether the Closing is effected, the
Company and the Investor shall pay their own respective costs and expenses
incurred with respect to the negotiation, execution, delivery and
performance of this Agreement. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party
may be entitled.
6.9 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the
Investor. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon the holder of any securities purchased
under this Agreement at the time outstanding (including securities into
which such securities are convertible), each future holder of all such
securities, and the Company.
6.10 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision was so excluded and shall be enforceable
in accordance with its terms.
6.11 Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
U.S. WIRELESS DATA, INC.
/s/ Xxx Xxxxxxxxx
-----------------------------------
By: Xxx Xxxxxxxxx
President
Address: 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
INVESTOR:
BURTZLOFF FAMILY TRUST
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxx, Trustee
Address: c/o Cardservice International, Inc.
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
