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EXHIBIT 10.8
PURCHASE AND SALE AGREEMENT
This agreement is made between the parties as of the 7th day of June, 2002.
1. PARTIES
1.1 Pivotal Self-Service Technologies Inc. a Delaware corporation (the
"Purchaser").
1.2 Prime Wireless Inc.(the "Corporation");
1.3 1500450 Ontario Limited, an Ontario corporation (the "Vendor").
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.", Midland assets (collectively 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, the following (the "Payment"):
(d) $40,000 US in cash or certified cheque
(e) $120,000 non-interest bearing note payable. Payable $2,000 US per
month commencing July 1, 2002 for a period of 5 years, such
payments contingent upon revenue and the continued distribution
agreement between the Corporation and Vertex Standard.
(f) Fifty percent (50%) of all net proceeds from the sale of any
Midland related asset payable 30 days after receipt of funds.
3.2 The Vendor agrees to sell to the Purchaser the Shares and Intellectual
Property Rights and to accept the Payments in full satisfaction of the
purchase price.
3.3 Each party agrees to cooperate with the other party 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 effective date of closing of the purchase and sale contemplated herein
shall be June 1, 2002, formal closing shall be June 7, 2002. Upon the
closing, the transfer of Shares shall be effective from and after the
effective date of closing.
3.5 The obligation of the Vendor to complete this agreement is subject only to
the following:
(1) 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
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:
(1) The Corporation is duly incorporated and validly subsisting under the laws
of the Province of Ontario.
(2) The Corporation has full, right, power and capacity to enter into this
agreement and perform the obligations of the Corporation contained herein.
(3) The execution and delivery of this agreement and the consummation of the
transactions contemplated hereby, have been duly authorized, executed, and
delivered by proper corporate action of the Vendor and the Corporation.
(4) 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 enforcement of creditors rights or by general
principles of equity.
(5) The execution, delivery, or performance by 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 with 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 any of the foregoing may be subject; or
(c) violate any provisions of the charter documents or bylaws or other
constituting documents of any of the Vendor or the Corporation.
The Vendor is the legal and beneficial owner of all of the Shares
and Intellectual Property Rights free of encumbrances.
1. 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:
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(1) The Purchaser is duly incorporated and validly subsisting under the
state of Delaware.
(2) The execution and delivery of this agreement and the consummation of
the transactions contemplated hereby, have been duly authorized,
executed, and delivered by proper corporate action.
(3) The Purchaser has full, right, power and capacity to enter into this
agreement and perform the obligations of the Purchaser contained
herein.
(4) This agreement is valid and binding as against the Purchaser,
enforceable against the Purchaser 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 enforcement of creditors rights or by general
principles of equity.
(5) All consents, approvals, qualifications, orders and authorizations of,
or filings with all local, state 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 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 its obligations as
set out herein.
Addresses for service of notice:
The Corporation address:
1500450 Ontario Limited
119 Alexis Boulevard
North York, ON M3H 2P8
Pivotal Self-Service Technologies, Inc.
13980 Jane Street
King City, ON L7B 1A3
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5.5 This agreement is not assignable by the Vendor or the Purchaser, without
the written permission of the other.
5.6 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 any 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.
5.7 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 provided to the contrary.
IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THESE PRESENTS TO
BE EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
1500450 Ontario Limited
Per : _____________________________
Neil Greenberg
Director
Pivotal Self-Service Technologies, Inc.
Per : _____________________________
John G. Simmonds
Chairman
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