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EXHIBIT 2.1
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into effective the date and
year last executed by a party hereto (the "Effective Date") and is by and among
STEVE ZABEL, an individual ("Zabel"); Bryant Ingram, an individual ("Ingram")
and Joey Alfred, an individual ("Alfred") [Zabel, Ingram and Alfred hereinafter
sometimes referred to collectively as the "Shareholders"], SUPPORT 24, an
Oklahoma corporation ("Support 24") and AARO BROADBAND WIRELESS COMMUNICATIONS,
INC., a Nevada corporation ("Aaro")
WHEREAS, Support 24 has authorized fifty thousand (50,000) shares of
stock and has issued and outstanding three thousand five hundred (3,500) shares
of fully paid and nonassessable shares of common stock (the "Support 24 Stock")
representing one hundred percent (100%) of the issued and outstanding interest
in Support 24;
WHEREAS, Zabel, Ingram and Alfred own one hundred percent (100%) of the
issued and outstanding Support 24 Stock;
WHEREAS, Aaro is interested in acquiring one hundred percent (100%) of
the outstanding Support 24 Stock pursuant to the terms and conditions described
herein; and
WHEREAS, Zabel, Ingram and Alfred are interested in transferring one
hundred percent (100%) of the Support 24 Stock to Aaro pursuant to the terms and
conditions herein described and for the consideration set out herein.
NOW, THEREFORE, for the consideration described herein and for other
good and valuable consideration, the receipt and sufficiency of all of which all
parties hereto affirm, the parties hereto agree as follows:
1. Transfer of Support 24 Stock. On the Effective Date, Zabel, Ingram and Alfred
will transfer an amount of shares of the Support 24 Stock representing one
hundred percent (100%) of the issued and outstanding shares as of the Effective
Date to Aaro.
2. Transfer of Aaro Stock. On the Effective Date, Aaro will transfer to Zabel,
Ingram and Alfred, in the allocations described below, seven hundred thousand
(700,000) shares of Aaro's unissued or treasury shares of the common stock of
Aaro, all fully paid and nonassessable:
<TABLE>
<CAPTION>
Support 24 Shareholder Amount of Aaro Shares
---------------------- ---------------------
<S> <C>
Steve Zabel 350,000
Bryant Ingram 300,000
Joey Alfred 50,000
-------
Total 700,000
=======
</TABLE>
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acknowledge that the shares of Aaro stock received as consideration for this
transaction will be subject to various restrictions on sale and/or transfer
including, but not limited to, the restrictions imposed by 17 CFR Section
230.144.
4. Control and Operation of Support 24; Employment Agreement It is the intent
and purpose of the Aaro to allow the current management of Support 24 to
continue to control the day to day operations of Support 24 including, but not
limited to, the production, marketing, sale and maintenance of Support 24
products and the management of other normal and usual matters relating to
Support 24.
5. Representations and Warranties of Shareholders Zabel, Ingram and Alfred
jointly and severally represent and warrant, to the best of their knowledge as
of the Effective Date, to Aaro as follows:
1. Organization and Good Standing: Support 24 is a corporation
duly organized, validly existing and in good standing under
the laws of Oklahoma, with full corporate power and authority
to conduct its business as it is now being conducted, to own
or use the properties and assets that it purports to own or
use, and to perform all its obligations. Support 24 is duly
qualified to do business as a foreign corporation and is in
good standing under the laws of each state or other
jurisdiction in which either the ownership or use of its
properties owned or used by it, or the nature of the
activities conducted by it, requires such qualification.
2. Books and Records: Support 24's books of accounts, minute
books, stock record books, and other records are complete and
correct and have been maintained in accordance with sound
business practices. The minute books contain accurate and
complete records of all meetings held of, and corporate action
taken by, the shareholders of Support 24.
3. Titles to Properties; Encumbrances: Support 24 owns (with good
and marketable title in the case of real property) all the
properties and assets (whether real, personal, or mixed and
whether tangible or intangible) that it purports to own or as
reflected as owned in the books and records of Support 24,
including all of the properties and assets reflected in the
balance sheet and other financial statements of Support 24.
4. Accounts Receivable: All accounts receivable of Support 24 are
reflected on its balance sheet or on the accounting records
and, subject to any reserves reflected on its financial
statements, will be collectable in full, without any set-off,
within ninety (90) days after the date such accounts shall be
due and payable.
5. No Undisclosed Liabilities: Except as set forth on Exhibit "B"
(attached hereto and made a part hereof), Support 24 has no
liabilities or obligations of any nature (whether known or
unknown and whether absolute, accrued, contingent, or
otherwise).
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6. Taxes: Support 24 has filed or caused to be filed on a timely
basis all tax returns, whether federal, state or local, that
are or were required to be filed by or with respect to any of
them. Support 24 has paid, or made provision for the payment
of all taxes, whether federal, state or local, that have or
may become due.
7. Legal Proceedings: No legal proceeding has been commenced by
or against Support 24. To the best knowledge of Zabel, Ingram
or Alfred, no such legal proceedings has been threatened and
no event has occurred or circumstances exists that may give
rise to or serve as a basis for the commencement of any such
legal proceeding.
8. Contracts: Support 24 is, and at all times has been, in full
compliance with all applicable terms and requirements of each
and every contract under which Support 24 has or had any
obligations or by which Support 24 was bound and no event or
circumstances exists that (with or without notice or lapse of
time) may contravene, conflict with, or result in a violation
or breach of, or give any third party the right to declare a
default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or
modify, and Support 24 contract.
9. Intellectual Property: Support 24 is the owner of all right,
title, and interest in and to each of its intellectual
properties, free and clear of all liens, security interests,
charges, encumbrances, equities, and other adverse claims, and
has the right to use without payment to any third party, all
of its intellectual parties. For purpose of this Agreement,
"intellectual property" shall include:
1) all fictional business names, trade names, registered
and unregistered trademarks, service marks, and
applications;
2) all patents, patent applications, and inventions and
discoveries that may be patentable;
3) all copyrights in both published works and
unpublished works; and
4) all know-how, trade secrets, confidential
information, customer lists, software programming,
technical information, data, process technology,
plans, drawings, blue prints and designs owned, used
or licensed by Support 24.
6. Indemnification of Aaro by Shareholders: Zabel, Ingram and Alfred, jointly
and severally, indemnify and hold harmless Aaro and its stockholders, officers,
directors and affiliates from, and will pay to the such indemnified entities the
amount of, any loss, liability, claim, damage (including incidental and
consequential damages), expense (including costs of investigation and defense
and reasonable attorneys' fees and costs) or diminution of value, whether or not
involving a third-party claim, arising, directly or indirectly, from or in
connection with any breach of any representation or
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warranty made by Shareholders or Support 24. It is specifically provided,
however, that in no event shall the amount of any indemnification to be received
from Zabel, Ingram and/or Alfred be in excess of the value of the seven hundred
thousand (700,000) shares of Aaro common stock transferred pursuant to this
Agreement.
7. Representations and Warranties of Shareholders Aaro represents and warrants
to Support 24,to the best of its knowledge as of the Effective Date, Zabel,
Ingram and Alfred as follows:
2. Organization and Good Standing: Aaro is a corporation duly
organized, validly existing and in good standing under the
laws of Nevada, with full corporate power and authority to
conduct its business as it is now being conducted, to own or
use the properties and assets that it purports to own or use,
and to perform all its obligations. Aaro is duly qualified to
do business as a foreign corporation and is in good standing
under the laws of each state or other jurisdiction in which
either the ownership or use of its properties owned or used by
it, or the nature of the activities conducted by it, requires
such qualification.
3. Books and Records: Aaro's books of accounts, minute books,
stock record books, and other records are complete and correct
and have been maintained in accordance with sound business
practices. The minute books contain accurate and complete
records of all meetings held of, and corporate action taken
by, the shareholders of Aaro
4. Titles to Properties; Encumbrances: Aaro owns (with good and
marketable title in the case of real property) all the
properties and assets (whether real, personal, or mixed and
whether tangible or intangible) that it purports to own or as
reflected as owned in the books and records of Aaro, including
all of the properties and assets reflected in the balance
sheet and other financial statements of Aaro.
5. Accounts Receivable: All accounts receivable of Aaro are
reflected on its balance sheet or on the accounting records
and, subject to any reserves reflected on its financial
statements, will be collectable in full, without any set-of,
within ninety (90) days after the date such accounts shall be
due and payable.
6. No Undisclosed Liabilities: Except as are reflected on its
balance sheet or statement of profit and loss, Aaro has no
liabilities or obligations of any nature (whether known or
unknown and whether absolute, accrued, contingent, or
otherwise).
7. Taxes: Aaro has filed or caused to be filed on a timely basis
all tax returns, whether federal, state or local, that are or
were required to be filed by or with respect to any of them.
Aaro has paid, or made provision for the payment of all taxes,
whether federal, state or local, that have or may become due.
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8. Legal Proceedings: There are legal proceeding currently
outstanding against Aaro. To the best knowledge of Aaro, no
such legal proceedings has been threatened and no event has
occurred or circumstances exists that may give rise to or
serve as a basis for the commencement of any such legal
proceeding.
9. Contracts: Aaro is, and at all times has been, in full
compliance with all applicable terms and requirements of each
and every contract under which Aaro has or had any obligations
or by which Aaro was bound and no event or circumstances
exists that (with or without notice or lapse of time) may
contravene, conflict with, or result in a violation or breach
of, or give any third party the right to declare a default or
exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate, or modify, and Aaro
contract.
1. Intellectual Property: Aaro is the owner of all right, title,
and interest in and to each of its intellectual properties,
free and clear of all liens, security interests, charges,
encumbrances, equities, and other adverse claims, and has the
right to use without payment to any third party, all of its
intellectual parties. For purpose of this Agreement,
"intellectual property" shall include:
1) all fictional business names, trade names,
registered and unregistered trademarks,
service marks, and applications;
ii) all patents, patent applications, and
inventions and discoveries that may be
patentable;
iii) all copyrights in both published works and
unpublished works; and
iv) all know-how, trade secrets, confidential
information, customer lists, software
programming, technical information, data,
process technology, plans, drawings, blue
prints and designs owned, used or licensed
by Support 24.
8. Indemnification of Shareholders by Aaro: Aaro indemnifies and holds harmless
Zabel, Ingram and Alfred from and will pay to such indemnified parties the
amount of, any loss, liability, claim, damage (including incidental and
consequential damages), expense (including costs of investigation and defense
and reasonable attorneys' fees and costs) or diminution of value, whether or not
involving a third-party claim, arising, directly or indirectly, from or in
connection with any breach of any representation or warranty made by Aaro in
Section 7, hereof. In addition, in the event of a material breach of any such
representation or warranty made by Aaro herein within one (1) year of the
Effective Date, that results or is likely to result in a material loss,
liability, claim, damage, expense or diminution of value to Support 24, then
Zabel, Ingram and Alfred (together, but not individually) shall be entitled to
rescind this Agreement and, upon a return of the seven hundred thousand
(700,000) shares delivered by Aaro pursuant to Section 2, shall be returned
total ownership and control of Support 24.
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9. Prior Approval of All Press Releases and Publicity: Aaro agrees and
represents that it will not issue or release any press release or other
publicity using the Support 24 name in any manner without the prior express
consent and approval of Support 24. Support agrees and represents that it will
not issue or release any press release or other publicity using the Aaro name in
any manner without the prior express consent and approval of Aaro.
10. Entire Agreement. This Agreement constitutes the full, entire and integrated
agreement between the parties hereto with respect to the subject matter hereof,
and supercedes, all prior negotiations, correspondence, understandings and
agreements among the parties hereto respecting the subject matter hereof.
11. Assignability. This Agreement shall not be assignable by any party hereto
without the prior written consent of the other parties hereto.
12. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, personal and legal
representatives, guardians, successors and/or assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights, remedies, obligations or liabilities.
13. Amendment; Waiver. No provision of this Agreement may be amended, waived or
otherwise modified without the prior written consent of all of the parties
hereto.
14. Section Headings. The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
15. Applicable Law. This Agreement is made and entered into, and shall be
governed by and construed in accordance with, the laws of the State of Oklahoma.
16. Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
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AGREED TO EFFECTIVE the year and date last executed by a party hereto.
"SUPPORT 24" "AARO"
SUPPORT 24 AARO BROADBAND WIRELESS COMMUNICATIONS,
INC.
AN OKLAHOMA CORPORATION AN NEVADA CORPORATION
BY: BY:
------------------------------- ---------------------------------
NAME: NAME:
----------------------------- -------------------------------
TITLE: TITLE:
---------------------------- ------------------------------
DATE: DATE:
-------------- ---------------
"SHAREHOLDERS"
----------------------------------
NAME: STEVE ZABEL
DATE:
--------------
----------------------------------
NAME: BRYANT INGRAM
DATE:
--------------
----------------------------------
NAME: JOEY ALFRED
DATE:
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EXHIBIT "B"
TO
AARO BROADBAND WIRELESS COMMUNICATIONS, INC/SUPPORT 24
AGREEMENT
SUPPORT 24 LIABILITIES
8
