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Exhibit 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of
May 23, 2000, by and between SATX, Inc., a Nevada corporation ("SATX"), on the
one hand, and Ruth Cooper as an individual and trustee of the Cooper Living
Trust (established April 19, 1990), as amended, on the other hand. The Cooper
Living Trust is sometimes referred to hereinafter as the "Trust," Ruth Cooper is
sometimes referred to hereinafter as "Mrs. Cooper," and the Trust and Mrs.
Cooper are sometimes collectively referred to hereinafter as the "Cooper
Parties."
RECITALS
The Trust currently holds 4,982,600 of the issued and outstanding
shares of common stock of ORA Electronics, Inc., a Delaware corporation ("ORA").
The Trust desires to sell to SATX, and SATX desires to purchase from the Trust,
3,982,600 of the issued and outstanding shares (the "ORA Shares") of common
stock of ORA, for the consideration and on the terms set forth in this
Agreement. The remaining 1,000,000 shares shall be retained by the Trust.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, the Trust hereby sells and transfers the ORA Shares to SATX, and SATX
hereby purchases the ORA Shares from the Trust.
2. CLOSING. The purchase and sale of the ORA Shares shall be accomplished at a
closing to be held on Tuesday, May 23, 2000, at 8:30 a.m. (the "Closing Date")
at the offices of Mitchell, Silberberg & Knupp, LLP, 11377 West Olympic
Boulevard, Los Angeles, California 90064 (the "Closing").
3. CONSIDERATION. As consideration for the sale of the ORA Shares, SATX hereby
agrees to provide the Trust with the following: (i) Seventy-Five Thousand
Dollars ($75,000), already paid, the receipt of which the Trust hereby
acknowledges; (ii) Four Hundred Thousand (400,000) shares of the common stock of
SATX, Inc. (the "SATX Shares"); (iii) an additional Seventy-Five Thousand
Dollars ($75,000) (the "Closing Payment"), which shall be paid at the Closing;
and (iv) $23,185.83 which shall be paid pursuant to the terms of the Promissory
Note attached hereto as Exhibit "A" (the "Purchase Note"). As additional
consideration, SATX shall assume and shall pay: (i) within forty-five (45)
calendar days following the date hereof, all indebtedness now or hereafter
accrued, including interest and penalties (the "Indebtedness"), currently
aggregating approximately Three Hundred Thousand Dollars ($300,000), payable to
ORA pursuant to that certain promissory note dated March 31, 1996, as heretofore
amended, restated and extended to March 31, 2001 (the "Note"); and (ii) when
due, all liabilities and obligations arising out of or under that certain
continuing guaranty dated February 1, 1989, given by Ruth Cooper and Gershon
Cooper to the Aid Association of Lutherans to guaranty the repayment of a loan
to ORA (the "Mortgage Guaranty"), secured by that certain real property located
at 9410 Owensmouth Avenue, Chatsworth, California (the "ORA Property").
Concurrently herewith, SATX shall execute and deliver an Assumption Agreement,
in the form annexed hereto as Exhibit "B" evidencing SATX's agreement set forth
in the preceding
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sentence. SATX's obligation to pay the Purchase Note and to perform its
obligations under the Assumption Agreement shall be secured by a pledge of the
ORA Shares, as more fully set forth in the Stock Pledge Agreement attached
hereto as Exhibit "C" (the "Pledge Agreement"), and executed and delivered by
SATX to the Cooper Parties concurrently herewith.
4. COOPER RESIGNATION/POSSESSION OF VEHICLES/APPOINTMENT OF BOARD. Effective on
the Closing Date, Mrs. Cooper shall resign and withdraw from each office she
holds with ORA and from ORA's Board of Directors ("ORA's Board"). At the
Closing, Mrs. Cooper shall deliver possession to ORA of the 1998 BMW 740i and
the 2000 BMW 740iL automobiles that were leased by ORA for the use of Gershon
and Ruth Cooper. It shall be a condition of the Closing that, effective on the
Closing Date, ORA's Board shall be constituted of solely John Burris, Matthew
Jodziewicz, Merritt Jesson, Khoren Shaginian and Robert Ellis.
5. DELIVERY AT CLOSING. The Parties hereto shall deliver at Closing the items
identified on the Memorandum of Closing attached hereto as Exhibit "D."
6. REPRESENTATIONS AND WARRANTIES OF THE COOPER PARTIES. The Cooper Parties
represent and warrant to SATX as follows:
6.1 Organization. ORA is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has the full power and authority (corporate or otherwise) to
carry on its business in the places and as it is now being conducted and to own
and lease the properties which it now owns and leases.
6.2 Capital Structure. The authorized capital stock of ORA consists of
30,000,000 shares of common stock, of which approximately 7,117,638 shares are
issued and outstanding, and 5,000,000 shares of preferred stock, of which no
shares are issued and outstanding. Accordingly, the ORA Shares represent no less
than 55% of all of the issued and outstanding shares of the stock of ORA. All of
the ORA Shares were issued in compliance with applicable federal and state
securities laws, and no further registration, qualification or other compliance
under such securities laws is required for the transfer to SATX of the ORA
Shares in accordance with the terms of this Agreement. All of the ORA Shares are
validly issued, fully paid and nonassessable and not subject to preemptive
rights created by statute, ORA's Articles of Incorporation or Bylaws or any
agreement to which ORA is a party or is bound. To the best of the Cooper
Parties' knowledge, an additional 2,100,000 shares of ORA common stock are
reserved for issuance upon the exercise of options outstanding under ORA's 1996
Stock Plan and 1996 Non-Employee Directors Stock Option Plan; however, to the
best of the Cooper Parties' knowledge, only 11,000 of such options currently are
outstanding and no contractual or other obligations to grant any additional
options under such plans currently exist. To the best of the Cooper Parties'
knowledge, an additional 23,022 shares of ORA Common Stock are reserved for
issuance upon the exercise of options outstanding under an Option Agreement
dated December 20, 1996 between DLS Financial Services, Inc. and ORA. Except for
the foregoing, to the best of the Cooper Parties' knowledge, there are not
equity securities of any class of ORA nor any security exchangeable or
convertible into or exercisable for such equity securities, issued, reserved for
issuance or outstanding. Except to the extent publicly disclosed in SEC filings
or set forth herein, to the best of the Cooper Parties' knowledge, there are no
options, warrants, calls, rights, commitments, or agreements of any character to
which ORA is a party or by
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which it is bound obligating ORA to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock of ORA or
obligating ORA to grant, extend or enter into any such option, warrant, call,
right, commitment or agreement.
6.3 Authority. The Cooper Parties have all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Cooper Parties and constitutes valid and binding obligations of the Cooper
Parties, enforceable against them in accordance with its terms.
6.4 Governmental Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with, any governmental entity is
required by or with respect to the Cooper Parties in connection with the
execution and delivery of this Agreement or the consummation by the Cooper
Parties of the transactions contemplated hereby, except for the required
notification to the SEC by ORA regarding the closing of this transaction.
6.5 SEC Documents. To the best knowledge of the Cooper Parties, each
report, registration statement and definitive proxy statement filed by ORA with
the SEC since December 31, 1997 (the "ORA SEC Documents"), as of the respective
filing dates of such documents and as of the date of this Agreement, complied in
all material respects with all applicable requirements of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, and none of the ORA SEC Documents contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, except to the extent corrected by a subsequently filed ORA
SEC Document. To the best knowledge of the Cooper Parties, through and including
the Closing Date, there have been no material adverse changes to the facts set
forth in the ORA SEC Documents other than the death of Gershon Cooper.
6.6 Information Supplied. None of the representations or warranties
herein contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
6.7 No Conflict. To the best knowledge of the Cooper Parties, except as
set forth on the Disclosure Schedule, the execution and delivery of this
Agreement by the Cooper Parties, and the performance of their obligations
hereunder: (i) are not in violation or breach of, and will not conflict with or
constitute a default under, any of the terms of the Articles of Incorporation or
Bylaws of ORA or any material contract, agreement or commitment binding upon the
Cooper Parties or ORA or any of their respective assets or properties; (ii) will
not give rise to a right by any person or entity to terminate its obligations
under any material agreement; (iii) will not result in the creation or
imposition of any lien, encumbrance, equity or restriction in favor of any third
party upon any of the material assets or properties of ORA; and (iv) will not
conflict with or violate any applicable law, rule, regulation, judgment, order
or decree of any government, governmental instrumentality or court having
jurisdiction over the Cooper Parties or ORA or any of their respective assets or
properties.
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6.8 Shares of Common Stock. The Trust owns all of the ORA Shares free
and clear of any and all liens, claims, encumbrances, security interests, voting
trust arrangements, pledges and equities of any nature, other than restrictions
on transfer under the federal and state securities laws and that certain
Registration Rights Agreement, dated as of December 20, 1996, between ORA and
the Seller, and the ORA Shares are being delivered to SATX hereunder free and
clear of the same (other than such restrictions on transfer). The ORA Shares,
when issued and delivered to SATX in accordance with this Agreement, will be
duly authorized, validly issued, fully paid and nonassessable.
6.9 Investment Intent. The SATX Shares are being acquired by the Trust
solely for the Trust's own account, for investment purposes only, and with no
intention of distributing, selling or otherwise disposing of any of such shares
absent registration and qualification under applicable federal and state
securities laws or an applicable exemption from such registration and
qualification requirements as demonstrated to SATX as described below. The
Cooper Parties further acknowledge and agree that the certificate(s)
representing the SATX Shares will contain on the face thereof (or prominently on
the back thereof) a legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH
FEDERAL AND STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION."
6.10 Sophistication. The Trust is able to bear the economic risk of an
investment in the SATX Shares, and the Cooper Parties have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the proposed investment and therefore have the capacity
to protect their own interests in connection with the purchase of the SATX
Shares.
6.11 Illiquidity. The Cooper Parties understand that the legal
restrictions on transfer applicable to the SATX Shares, including, without
limitation, those discussed in Section 6.9, above, will adversely affect the
Trust's ability to transfer said shares and that the Trust may never be able to
sell or dispose of said shares and may thus have to bear the risk of the Trust's
investment in the SATX Shares for a substantial period of time, or forever.
6.12 Accredited Investor. The Trust is an "accredited investor" for
purposes of federal securities laws.
6.13 Due Diligence. In making the decision to purchase the SATX Shares,
the Cooper Parties have relied solely on independent investigations conducted by
themselves and/or their advisors. The Cooper Parties have reviewed SATX's books
and records and are not relying on any financial information provided by SATX
other than any such information expressly set forth herein
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or therein. The Cooper Parties, and their representatives and advisers, have had
all information that each of them has requested made available to them and they
have each had the opportunity to:
(A) obtain all information deemed necessary by them regarding
SATX; and
(B) ask questions of and receive satisfactory answers from
SATX and representatives of SATX concerning the terms and conditions of
the purchase of the SATX Shares set forth herein, the business
prospects of SATX, and such other questions as the Cooper Parties
and/or their representatives/advisers deemed necessary or appropriate
for the Trust's investment decision with respect to the SATX Shares,
and that all such questions have been answered to such persons'
satisfaction.
Anything contained in this Section 6.13 to the contrary notwithstanding, the
Cooper Parties acknowledge and agree that SATX expressly disclaims any
representation or warranty respecting the financial and other information
referenced in this Section 6.13, other than those representations and warranties
set forth in Section 7 hereof and that, except as set forth in Section 7, SATX
shall have no liability or obligation relating to or arising out of the accuracy
or inaccuracy of SATX's books and records, or any other information, oral or
written, provided by SATX or its representatives.
7. REPRESENTATIONS AND WARRANTIES OF SATX. SATX represents and warrants to the
Cooper Parties as follows:
7.1 Organization. SATX is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has the full power and authority (corporate or otherwise) to
carry on its business in the places and as it is now being conducted and to own
and lease the properties which it now owns and leases.
7.2 Authority. SATX has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate and shareholder actions for SATX. This Agreement has been duly
executed and delivered by SATX and constitutes valid and binding obligations of
SATX, enforceable against it in accordance with its terms.
7.3 Governmental Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with, any governmental entity is
required by or with respect to SATX in connection with the execution and
delivery of this Agreement or the consummation by SATX of the transactions
contemplated hereby, except for the required notification to the SEC by SATX
regarding the closing of this transaction. SATX further agrees to cause the
timely filing of such SEC notification and the SEC notification referenced in
Section 6.4, above.
7.4 SEC Documents. As of the filing dates of the March 27, 2000 Form 10
(the "Form 10"), and the Form 10-Q for the period ended March 31, 2000 (the
"Form 10-Q"), which were filed by SATX with the Securities and Exchange
Commission, and as of the date of this Agreement, the
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Form 10 and Form 10-Q complied in all material respects with all applicable
requirements of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, and
the Form 10 and Form 10-Q did not and do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. Through and including
the Closing Date, there have been no material adverse changes to the facts set
forth in the Form 10 and the Form 10-Q.
7.5 Information Supplied. None of the representations or warranties
herein contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
7.6 No Conflict. The execution and delivery of this Agreement by SATX,
and the performance of its obligations hereunder: (i) are not in violation or
breach of, and will not conflict with or constitute a default under, any of the
terms of the Articles of Incorporation or Bylaws of SATX or any material
contract, agreement or commitment binding upon SATX or any of its assets or
properties; (ii) will not give rise to a right by any person or entity to
terminate its obligations under any material agreement; (iii) will not result in
the creation or imposition of any lien, encumbrance, equity or restriction in
favor of any third party upon any of the material assets or properties of SATX;
and (iv) will not conflict with or violate any applicable law, rule, regulation,
judgment, order or decree of any government, governmental instrumentality or
court having jurisdiction over SATX or any of its assets or properties.
7.7 Shares of Common Stock. The SATX Shares, when issued and delivered
to the Trust in accordance with this Agreement, will be duly authorized, validly
issued, fully paid and nonassessable.
7.8 Investment Intent. The ORA Shares are being acquired by SATX solely
for SATX's own account, for investment purposes only, and with no intention of
distributing, selling or otherwise disposing of any of such shares absent
registration and qualification under applicable federal and state securities
laws or an applicable exemption from such registration and qualification
requirements as demonstrated to ORA as described below. SATX further
acknowledges and agrees that the certificate(s) representing the ORA Shares will
contain on the face thereof (or prominently on the back thereof) a legend
substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH
FEDERAL AND STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION."
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7.9 Sophistication. SATX is able to bear the economic risk of an
investment in the ORA Shares, and has such knowledge and experience in financial
and business matters that SATX is capable of evaluating the merits and risks of
the proposed investment and therefore has the capacity to protect SATX's own
interests in connection with the purchase of the ORA Shares.
7.10 Illiquidity. SATX understands that the legal restrictions on
transfer applicable to the ORA Shares, including, without limitation, those
discussed in Section 7.8, above, will adversely affect SATX's ability to
transfer said shares and that SATX may never be able to sell or dispose of said
shares and may thus have to bear the risk of SATX's investment in the ORA Shares
for a substantial period of time, or forever.
7.11 Accredited Investor. SATX is an "accredited investor" for purposes
of federal securities laws.
7.12 Due Diligence. In making the decision to purchase the ORA Shares,
SATX has relied solely on independent investigations conducted by itself and/or
its advisers. SATX has reviewed ORA's books and records and is not relying on
any financial information provided by ORA other than any such information
expressly set forth herein or therein. SATX, and its representatives and
advisers, have had all information that each of them has requested made
available to them and they have each had the opportunity to:
(A) obtain all information deemed necessary by them regarding
ORA; and
(B) ask questions of and receive satisfactory answers from
ORA, the Cooper Parties and other representatives of ORA concerning the
terms and conditions of the purchase of the ORA Shares set forth
herein, the business prospects of ORA, and such other questions as SATX
and/or its representatives/advisers deemed necessary or appropriate for
SATX's investment decision with respect to the ORA Shares, and that all
such questions have been answered to such persons' satisfaction.
Anything contained in this Section 7.12 to the contrary notwithstanding, SATX
acknowledges and agrees that the Cooper Parties expressly disclaim any
representation or warranty respecting the financial and other information
referenced in this Section 7.12, other than those representations and warranties
set forth in Section 6 hereof and that, except as set forth in Section 6, the
Cooper Parties shall have no liability or obligation relating to or arising out
of the accuracy or inaccuracy of ORA's books and records, or any other
information, oral or written, provided by ORA or its representatives.
8. INDEMNIFICATION. SATX hereby agrees to defend, indemnify and hold harmless
the Cooper Parties with respect to any and all losses, costs, damages,
liabilities and expenses (including, without limitation, any reasonable, outside
attorneys' fees and court costs) (collectively, "Losses") incurred by the Cooper
Parties arising out of or in connection with: (a) the failure of SATX to pay and
discharge the Indebtedness, as that term is defined in Section 3 of this
Agreement; (b) the breach of, or failure of SATX to perform, any of its
covenants and agreements set forth in this Agreement, the Purchase Note, the
Assumption Agreement or the Pledge Agreement; (c) the breach of any of the
covenants, conditions and agreements of the Cooper Parties or ORA set forth in
any of the documents referenced on the Disclosure Schedule attached hereto as
Exhibit "E"; and (d) the
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operation of ORA whether before or after the Closing, except, in the case of
clause (d) only, any Losses caused by: (i) the breach of this Agreement; (ii)
fraud; (iii) criminal activity; or (iv) negligent or other misrepresentation; in
any case, by either of the Cooper Parties. For purposes of clarification, the
indemnification obligation contained herein shall not require SATX to indemnify
the Cooper Parties or the Estate of Gershon Cooper, deceased, for any Losses
which have been paid already by the Cooper Parties or the Estate of Gershon
Cooper, deceased, or as to which the Cooper Parties or the Estate of Gershon
Cooper, deceased, have set up a reserve.
9. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Cooper Parties under the Securities Act of 1933, as amended,
and any other rule or regulation of the SEC that may at any time permit the
Cooper Parties to sell the SATX Shares to the public without registration, SATX
agrees to make and keep public information available, as those terms are
understood and defined in SEC Rule 144 and to file with the SEC in a timely
manner all reports and other documents required of it under the Act or the
Securities Exchange Act of 1934, as amended. SATX further agrees to furnish to
the Cooper Parties, so long as they own any SATX Shares, forthwith upon request
(i) a written statement by SATX that it has complied with the reporting
requirements of SEC Rule 144, and the Securities Exchange Act of 1934, as
amended; and (ii) such other information as may be reasonably requested in
availing the Cooper Parties of any rule or regulation of the SEC that permits
the selling of any such securities without registration.
10. MISCELLANEOUS.
10.1 Severability. Should any Section or any part of a Section of or
within this Agreement be rendered void, invalid or unenforceable by any court of
law for any reason, such invalidity or unenforceability shall not void or render
invalid or unenforceable any other Section or part of a Section in this
Agreement.
10.2 Counterparts. This Agreement may be executed in any number of
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
10.3 Amendments and Waivers. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated except in a written instrument
signed by both parties.
10.4 Successors and Assigns. All rights, covenants and agreements of the
parties contained in this Agreement shall, except as otherwise provided herein,
be binding upon and inure to the benefit of their respective successors and
assigns.
10.5 Survival of Representations and Warranties, Etc. All agreements,
representations and warranties contained herein shall survive the execution and
delivery of this Agreement.
10.6 Entire Agreement. This Agreement, the attached Exhibits and the
other agreements referenced herein contain the entire understanding of the
parties and there are no further or other agreements or understandings, written
or oral, in effect between the parties relating to the subject matter hereof
unless expressly referred to herein.
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10.7 Further Assurances. The parties hereto shall each execute such other
documents and instruments and take such other actions as may be reasonably
required or requested in order to effectuate the transactions contemplated by
this Agreement.
10.8 Choice of Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the State
of California.
10.9 Attorneys' Fees. Should any dispute arise in connection with the
enforcement, terms or conditions of this Agreement, the prevailing party in any
litigation to resolve any such dispute shall be entitled to recover its
reasonable attorneys' fees and court costs in connection therewith.
10.10 D&O Insurance. From and after the date hereof, and for a period of
six years following the Closing Date, SATX shall use its best efforts to cause
ORA to maintain continuously in effect directors' and officers' liability
insurance covering Ruth Cooper and the Estate of Gershon Cooper, deceased, for
actions taken or omissions occurring at or prior to the Closing Date on terms
that are not less favorable to Ruth Cooper and the Estate of Gershon Cooper,
deceased, than the then existing directors' and officers' liability insurance
coverage maintained by ORA. Notwithstanding the foregoing, if the directors and
officers of ORA are named insureds under a policy of insurance issued to SATX or
another affiliate of SATX, Ruth Cooper and the Estate of Gershon Cooper,
deceased, shall be added as named insureds under such policy, in lieu of an ORA
policy, on terms no less favorable to Ruth Cooper and the Estate of Gershon
Cooper, deceased, than that provided to any director or officer of ORA. SATX
shall use its best efforts to cause ORA to deliver to the Cooper Parties: (i) a
copy of any insurance policy obtained as provided herein; and (ii) copies of any
certificates or material notices, including notices of termination, cancellation
or non-payment, received in connection with the directors' and officers'
liability insurance provided for herein.
10.11 Notice of Default. SATX shall provide the Cooper Parties with
copies, within three (3) business days of receipt, of all notices from the
Holder of the Secured Promissory Note identified on the Disclosure Schedule, and
all material correspondence to the Holder from ORA and/or SATX.
10.12 Chatsworth Property. SATX shall, within two (2) years following the
date hereof, use its best efforts to cause the Cooper Parties and the Estate of
Gershon Cooper, deceased, to be released from any and all liabilities and
obligations arising out of or under the terms of the Mortgage Guaranty. If,
within two (2) years following the date hereof, SATX has not caused the Cooper
Parties and the Estate of Gershon Cooper, deceased, to be released from any and
all liabilities and obligations arising out of or under the terms of the
Mortgage Guaranty, then SATX shall use its best efforts to cause ORA, its
successors or assigns, to sell or refinance the ORA Property.
10.13 Termination of Guaranty. On the first business day after the
Closing, at the request of SATX, the Cooper Parties shall notify the Holder of
the Secured Promissory Note in writing that the Mortgage Guaranty is terminated
as to any and all future transactions in accordance with Section 2.02 of the
Mortgage Guaranty. The Cooper Parties shall not agree to any modification,
extension or amendment of, or agree to any additional borrowing of sums or
disbursements or advances of lines of credit (collectively, "New Mortgage Debt")
under, the Mortgage Guaranty without the prior written consent of SATX. Any
modification, extension, amendment, or agreement made by, or New
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Mortgage Debt incurred, with the consent of the Cooper Parties and/or the Estate
of Gershon Cooper, deceased, respecting the Mortgage Guaranty, after the Closing
Date and without the prior written consent of SATX, shall not be included in the
obligations assumed by SATX pursuant to Section 3 hereof, and shall not be
covered under the indemnification obligation set forth in Section 8 of this
Agreement.
10.14 No Modification to the Cooper Note. The Cooper Parties shall not
agree to any modification, extension or amendment to, or to any additional
borrowing of sums or disbursements of advances or lines of credit (collectively,
"New Cooper Debts") under, the Cooper Note without the prior written consent of
SATX. Any modification, extension, amendment, or agreement made, or New Cooper
Debts incurred, by the Cooper Parties and/or the Estate of Gershon Cooper,
deceased, after the date hereof respecting the Cooper Note, without the prior
written consent of SATX, shall not be included in the obligations assumed by
SATX pursuant to Section 3 hereof, and shall not be covered under the
indemnification obligation set forth at Section 8 of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
SATX, INC., a Nevada corporation
__________________________________ By:_____________________________
Ruth Cooper, individually and as Name:
Trustee of the Cooper Living Trust Title:
(established April 19, 1990), as
amended
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EXHIBIT "A"
(THE PURCHASE NOTE)
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EXHIBIT "B"
(THE ASSUMPTION AGREEMENT)
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EXHIBIT "C"
(THE STOCK PLEDGE AGREEMENT)
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EXHIBIT "D"
(MEMORANDUM OF CLOSING)
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EXHIBIT "E"
(DISCLOSURE SCHEDULE)
1. Secured Promissory Note dated February 1, 1989 (the "Secured Promissory
Note"), by and between Alliance Research Corporation, a California
corporation (predecessor to ORA), and Aid Association for Lutherans, a
Wisconsin corporation, in the original principal amount of $5,000,000,
and all documents referenced therein. The Secured Promissory Note
provides, inter alia, that:
"[i]n the event that without the prior written consent of
Holder, which consent or the denial thereof shall be in
Holder's sole and absolute discretion . . .(b) any sale . .
.shall occur and result in someone other than Gershon Cooper,
Ruth Cooper, or a living trust for the benefit of the Cooper
family, in which Gershon Cooper and/or Ruth Cooper are the
sole trustees, acquiring a controlling interest in [ORA]. .
.then, at Holder's election in its sole and absolute
discretion, upon notice to [ORA], Holder may declare the whole
of the principal balance of this Note and all accrued but
unpaid interest thereon immediately due and payable, together
with a transfer privilege fee of (a) four percent (4%) of said
principal balance if such Unconsented Transfer occurs on or
before the expiration of the first two (2) years following the
Adjustment Date, or (b) the greater of (1) one-half (1/2) of
the then applicable Prepayment Privilege Fee and (ii) one
percent (1%) of said principal balance if such Unconsented
Transfer occurs after the expiration of the first two (2)
years following the Adjustment Date and before the date that
is four (4) years and nine (9) months after the Adjustment
Date. After the date that is four (4) years and nine (9)
months following the Adjustment Date, there will be no
transfer privilege fee."
15
