Exhibit 10 - Acquisition Agreement
Business Opportunity Purchase and Acquisition Agreement
INTERNATIONAL WIRELESS INC. (hereinafter designated as "BUYER" or "IWLJ") offers
to purchase the following described stock from the current shareholders
(hereinafter designated as "Sellers" or "Principle Owners") of PRECISION METAL
INDUSTRIES, INC. (hereinafter designated as "PMI"), situated in the City of
Pompano Beach, County of Broward, State of Florida for the purchase price of
$4,500,000 (Four million, five hundred-thousand Dollars), and other good and
valuable consideration, for the purpose of placing the privately-held
corporation under the control of the publicly-held company IWLJ on the following
terms and conditions:
1. Purchase Price.
$4,500,000 USD and 1,000,000 restricted IWLJ shares on the following
terms: The $4,500,000 USD cash and 1,000,000 restricted IWLJ shares is
the consideration for PMI, in addition to those terms set Forth in
paragraph 8. All consideration will be delivered to the escrow agent,
Xxxxxx & Xxxxxx, P.A., or proofs of payment, within 6 months of the
date hereof. Upon the signing of this agreement, all currently issued
shares of PMI, confirmed to be 1,000 shares, will be transferred to
the escrow agent, Xxxxxx & Xxxxxx, P.A., as well as 1,000,000
restricted IWLJ shares and each held in escrow until the expiration of
the 6 (six) month term. Upon delivery of $4,500,000.00 USD to the
escrow agent within said term the contract will be fully performed, so
long as the terms of paragraph 8 have also been completed within the 6
month term. An escrow agreement will be signed and agreed to by both
parties pursuant to signing this Agreement.
2. Control of Company. Upon transfer of shares to the escrow agent, PMI
will maintain control over PMI with due regards to the warranties made
by all parties below. All PMI Business Assets, money, and profits will
remain under the same distribution format currently in place. After
successful completion of all provisions in Section 1, Buyer has rights
to change the format of such assets, money, or profit distribution.
3. Risk of Loss. Until the closing, Sellers will bear all risk of loss,
damage, or destruction to the Business Assets. If any loss, injury,
damages or destruction substantially impairs the value of the Business
Assets prior to closing, Buyer may terminate this Agreement by written
notice delivered to Seller.
4. Audited Financials. If necessary for any filings for the Securities
and Exchange Commission ("SEC") or the Private Placement arrangement,
the audited financials will be paid for and provided by the Seller.
These statements will be SEC qualified financials.
5. SEC Filings, Bond Agreement & Private Placement Arrangement Costs. Any
legal fees or procedures with regards to this acquisition agreement
will be paid for by Buyer.
By initializing, Buyer [TS][__] and Seller [GW][GEF] have read this page.
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6. WARRANTY BY SELLER. Seller warrants and represents to Buyer that:
a. Sellers are the sole owner of the Business and no other person
has any claim, right, title, or interest in the Business Assets,
except for the debt listed in Schedule X.
x. Xxxxxxx warrant that only 1,000 shares are issued and outstanding
of PMI. All Sellers and all the PMI shares they own are listed in
Schedule X.
x. Xxxxxxx have no unpaid obligations affecting the Business Assets
being sold except as indicated in Schedule "A" AND CURRENT
FINANCIAL STATEMENT.
x. Xxxxxxx have paid, or will pay, all taxes owned by the seller on
account of the Business.
e. To the best of Sellers' knowledge, there is no pending or
threatened litigation or administrative proceeding involving the
Business, except as indicated in Schedule X.
x. XXXXXXX MUST HAVE DELIVERED "SCHEDULE A" AND A CURRENT FINANCIAL
STATEMENT TO BUYER UPON SIGNING THIS AGREEMENT.
7. MAINTENANCE. Until possession is delivered to Buyer, Sellers agree to
continue to operate the Businesses in the manner in which it is being
operated at the date of this offer. To maintain the goodwill of the
Business, and to maintain all personal property in normal working
order.
8. WARRANTY OF BUYER. Buyer warrants and represents to Sellers that:
a. Buyer will satisfy all debt in Schedule A pledged to Bank and
satisfy all other Schedule A debt prior to release of PMI shares
by the escrow agent under the terms and 6 month time period set
forth in paragraph 1 above.
b. BUYERS WILL RETAIN CURRENT PMI OFFICERS, XXXXXXX X XXXXXX AND
XXXXXX X XXXXX, AT EXISTING 4-YEAR AVERAGE RATE OF WAGES OR
BETTER FOR A PERIOD OF FOUR YEARS FOLLOWING THE EXPIRATION OF THE
6 MONTH TERM OF THIS AGREEMENT. IF SAID EMPLOYMENT SHOULD BE
TERMINATED BY BUYERS, OR THEIR AGENTS, PRIOR TO THE EXPIRATION OF
SAID 4 YEAR TERM, THE REMAINING SALARY DUE TO CURRENT PMI
OFFICERS OR OFFICER WILL BE PAID FORTHWITH.
c. BUYERS WILL RETAIN ALL PMI EMPLOYEES FOR A PERIOD OF 1 YEAR AFTER
THE TIME OF SUCCESSFUL COMPLETION OF THE ACQUISITION AGREEMENT.
9. EXPIRATION OF OFFER. This offer will expire unless accepted by the
Buyer and Seller on or before FRIDAY 9:00 PM, December 12, 2003.
10. NOTICES. All notices and demands will be in writing, either by
personal delivery, overnight courier, or facsimile transmission or by
registered or certified mail, postage prepaid and return receipt
requested. Notices sent by registered or certified mail will be
considered received by the addressee three days after deposit in the
United States Mail. Other notices will be effective upon delivery,
provided that, in the case of facsimile transmission, a document is
generated and retained by the sender that reflects the accurate
transmission of the notices. Unless either party receives notice of
the change of address in the manner provided in this paragraph,
notices will be addressed as set forth in the signature blocks below.
11. SURVIVAL. For the interpretation or performance of this contract, this
agreement will be construed by the laws of the State of Florida with
the mandatory venue being Broward County. The prevailing party will be
entitled to attorney's fees in the prosecution of any such dispute.
By initializing, Buyer [TS][__] and Seller [GW][GEF] have read this page.
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12. TERMINATION. If there is a breach of any requirement in Section 1, of
if any warranty or other section of this Agreement has been unlawfully
violated or materially breached, and if such violation or breach has
not been cured by the party-at-fault within (10) ten business days
following receipt of notice of such breach by the harmed party, then
the Agreement is terminated. At such time of termination of this
Agreement, this Agreement shall become void and have no effect, and
all consideration indicated in Section 1 must to be returned to the
original party. At the expiration of the 6 month escrow term, this
agreement shall terminate. If the consideration set forth in
paragraphs 1 and 8, or proofs thereof, have not been delivered to the
escrow agent to complete the sale, all shares and other consideration
will be returned to each party. The escrow agent and all parties
hereto will then exchange complete releases of liability.
BUYER ACKNOWLEDGEMENT
The undersigned Buyer acknowledges that he or she has thoroughly read and
approved each of the provisions of this Offer and agrees to purchase the
Business stock for the price and on the terms and conditions specified.
Buyer /s/ Xxxxx Xxxxxxxxxxx Date 12-11-03 Time 9:30am
----------------------------- ------------- ----------------
IWLJ Chairman of the Board/President Xxxxx Xxxxxxxxxxx
000 Xxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxx Xxxxx, XX 00000
(000) 000-0000
SELLERS ACCEPTANCE
Sellers accepted the foregoing Offer and agree to sell the Business Assets for
the price and on the terms and conditions specified. The following Seller
represents the interests of all Sellers.
Seller Xxxxxxx X. Xxxxxx Date 10-8-03 Time 1:00
--------------------------------- ----------------- ---------------
Precision Metal Industries, Inc.
0000 X.X. 0XX Xxxxxx
Xxxxxxx Xxxxx, XX 00000
(000) 000-0000
SELLER Xxxxxxx X. Xxxxxx Date 10-8-03 Time 1:00
--------------------------------- ----------------- ---------------
XXXXXXX X XXXXXX
SELLER Xxxxxx X. Xxxxx Date 10-8-03 Time 1:00
--------------------------------- ----------------- ---------------
XXXXXX X XXXXX
By initializing, Buyer [TS][__] and Seller [GW][GEF] have read this page.
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SCHEDULE A : 3,767,913.28 WACHOVIA BANK
446,306.25 FLORIDA PMI
70,301.69 STOCKHOLDER LOAN GSW
25,318.93 STOCKHOLDER LOAN GEF
NUMBER OF PMI SHARES OWNED BY XXXXXXX X XXXXXX 673
NUMBER OF PMI SHARES OWNED BY XXXXXX X. XXXXX 327
TOTAL PMI ISSUED SHARES 1,000
By initializing, Buyer [TS][__] and Seller [GW][GEF] have read this page.
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