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Exhibit 99.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement is entered into on December 29, 2000
among ABRY/Connoisseur, Inc., a Delaware corporation (the "First Seller"),
ABRY/Continuity, Inc., a Delaware corporation (the "Second Seller" and, together
with the First Seller, the "Sellers"), and Russell Cohen (the "Buyer").
The First Seller and the Second Seller own certain shares of Common
Stock of PNV, Inc. ("PNV Shares"). The Buyer desires to purchase from the
Sellers, and the Sellers desire to sell to the Buyer, all of those PNV Shares,
on the terms and conditions set forth in this Agreement.
Therefore, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Buyer and the Sellers hereby agree as
follows:
1. Purchase and Sale. The First Seller hereby transfers and conveys,
and the Buyer hereby purchases and acquires, the PNV Shares listed in the
Schedule below opposite the First Seller's name (the "First Seller's PNV
Shares"), for the cash purchase price listed in the Schedule below opposite the
First Seller's name. The Second Seller hereby transfers and conveys, and the
Buyer hereby purchases and acquires, the PNV Shares listed in the Schedule below
opposite the Second Seller's name (the "Second Seller's PNV Shares"), for the
cash purchase price listed in the Schedule below opposite the Second Seller's
name.
Schedule
<TABLE>
<S> <C> <C>
ABRY/Connoisseur, Inc. 1,886,977 $ 9,818.19
ABRY/Continuity, Inc. 34,942 181.81
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Total 1,921,919 $ 10,000.00
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</TABLE>
2. Representations and Warranties of the Sellers. With respect to
itself, each Seller represents and warrants as follows:
(a) Each Seller has sufficient power and authority to enter into this
Agreement and to effect the transactions described in this Agreement.
(b) The First Seller is the sole owner and has legal title to the
First Seller's PNV Shares, free and clear of all liens and encumbrances
other than any applicable requirement that may arise under federal or state
securities or "blue sky" laws (collectively, "Securities Laws") in
connection with any subsequent transfer of the First Seller's PNV Shares.
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(c) The Second Seller is the sole owner and has legal title to the
Second Seller's PNV Shares, free and clear of all liens and encumbrances
other than any applicable requirement that may arise under Securities Laws
in connection with any subsequent transfer of the Second Seller's PNV
Shares.
3. Representations and Warranties of the Buyer. The Buyer has
sufficient legal capacity to enter into this Agreement and to effect the
transactions described in this Agreement. The Buyer is acquiring the First
Seller's PNV Shares and the Second Seller's PNV Shares for his own account and
has no intention of selling such PNV Shares in a public distribution in
violation of any Securities Laws (provided that nothing contained in this
Agreement will prevent the Buyer or any subsequent holder of any such PNV Shares
from transferring any or all of such PNV Shares in compliance with applicable
Securities Laws.
4. Miscellaneous. This Agreement may be executed and delivered in one
or more counterparts (any or all of which may be delivered by facsimile
transmission), all of which, when taken together, will constitute one and the
same agreement. A signature page attached to this Agreement need not be executed
by each party to this Agreement. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a substantive part of this
Agreement. The transactions described in this Agreement are effective in all
respects as of the date first set forth above; however, from time to time, the
Sellers and the Buyer will take such actions as any of them may reasonably
request in order to give further effect to such transactions (such as
cooperating as may be required in order for the transfer and conveyance of the
PNV Shares purchased by the Buyer to be registered with the issuer of those PNV
Shares or its transfer agent). All other issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement will be
governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the Commonwealth of Massachusetts.
* * * *
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The parties named below have caused this Purchase and Sale Agreement to
be executed and delivered by them as of the date first set forth above.
ABRY/CONNOISSEUR, INC.
By: /s/ Royce Yudkoff
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Its: President
ABRY/CONTINUITY, INC.
By: /s/ Royce Yudkoff
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Its: President
/s/ Russell Cohen
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Russell Cohen
