Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB/A Form 10KSB Amendment 41 173K
2: EX-2 Exhibit 2.1 Asset Purchase Agreement 12 50K
3: EX-2 Exhibit 2.2 Asset Purchase Agreement 11 45K
4: EX-2 Exhibit 2.3 Letter of Intent 4 20K
5: EX-2 Exhibit 2.4 Agreement of Reorganization 11 45K
6: EX-2 Exhibit 2.6 Asset Purchase Agreement 11 42K
7: EX-2 Exhibit 2.7 Letter of Intent 4 21K
8: EX-2 Exhibit 2.8 Letter of Intent 4 21K
9: EX-4 Exhibit 4.1 Registration Rights Agreement 10 46K
11: EX-4 Exhibit 4.3 Wireless Convertible Debenture 10 38K
10: EX-4 Form 4.2 Common Stock Purchase Warrant 13 51K
12: EX-10 Exhibit 10.2 Agreement Purchase & Sale of Stock 8 35K
13: EX-10 Exhibit 10.3 Securities Purchase Agreement 19 95K
14: EX-10 Exhibit 10.4 Asset Purchase Agreement 13 46K
15: EX-10 Exhibit 10.5 Asset Purchase Agreement 11 43K
16: EX-31 Exhibit 31.1 Certificate 2± 12K
17: EX-31 Exhibit 31.2 Certificate 2± 12K
Exhibit 2.8
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
May 7, 2003
Mr. Jay Knabb, President
Mr. Alex Gonzalez, CEO
Wireless Frontier Internet
P O Box 778
Fort Stockton TX 79735
Dear H.J Kolinek:
We have enjoyed working with you on this exciting opportunity. We are pleased to
present this letter of intent confirming our interest regarding the purchase of
all the Assets of First Nichols Internet Access "Internet Service provider, Inc.
("FNNIAISP" or the "Business") more fully described or referenced in Exhibit "A"
including but not limited to, equipment, accounts receivable, trademarks, if
any, trade name, client files, goodwill, an exclusive 5 year license for use of
the name FNNIAISP, Inc. and any associated names, all of FNNIAISP's rights under
its contracts, licenses and agreements and any and all other assets or rights
used, owned or held in connection with the operation of the business known as
FNNIAISP, Inc., hereinafter known as the "Assets", by Wireless Frontier
Internet, Inc. ("WiFi" of "we") or an affiliate. We believe that WiFi represents
an excellent opportunity for you as well as the employees and customers of
FNNIAISP, and we want to work with you to close this transaction expeditiously.
I have outlined the key terms of our proposal:
1. The Acquisition: At the closing (the "Closing") we will pay selling
stockholders 7,012 in rule 144 shares of WiFi in exchange for 100% of
the Assets of FNNIAISP delivered free and clear of any liens and
encumbrances ("the Transaction"). Our understanding of your business
in based on financial information provided during our discussions and
in writing by FNNIAISP to WiFi including approximately $5302 of
reported recurring annual revenue for the year to date period ended
2002. At present the breakdown consist of the following Dial-up
Customers 187 @ 225.00 = $42,075 Pre Split Shares
2. Conditions to Closing: The Closing of the acquisition will be subject to:
a. Satisfactory completion of WiFi due diligence review of FNNIAISP
including, but not limited to, a complete financial audit and legal
review of all contracts, leases and other relevant documents.
b. Completion of a mutually acceptable Definitive Agreement and
supporting documentation. The parties except that the Definitive
Agreement will contain, among other things, customary closing
conditions, representations, warranties and
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
indemnities with respect to FNNIAISP and customary intellectual
property representations, warranties and indemnities covering all
software currently in use by the FNNIAISP.
c. Approval by WiFi board of directors to enter into a stock purchase
agreement on substantially the terms agreed to in this letter of
intent.
d. Approval by FNNIAISP board of directors to enter a stock purchase
agreement on substantially the terms agreed to in this letter of
intent, approval of FNNIAISP stockholders, and approval and consents
of any required third party necessary to consummate the Transaction.
e. FNNIAISP agrees to continue operations in a reasonable and prudent
manner and will continue to pay all accounts and notes according to
their terms until closing the Transaction.
3. Agreement with Location: It is hereby agreed that current location
will be able to be maintained by WIFI for a period of 3 years to
coincide with the Karnes County Community Network TIF Grant. The lease
cost of this site will be waived for the initial 3 year period and an
option to continue the lease at the existing fair value market price
will be made available to WIFI at the end of the grant period. In
return for use of the mentioned space, First Nichols National Bank will
be granted unlimited Internet Access for the term of the agreement.
4. Employees: Based on our discussions, it is our exception that none of the
current FNNIAISP employees will become employees of WiFi.
5. Anticipated Timing: FNNIAISP and WiFi will be prepared to sign the
definitive agreement as promptly as possible and to close the acquisitions
as soon as all conditions to such closing contained in the Definitive
Agreement are met on or before July lst or as soon
6. Certain Representations and Warranties: you represent that FNBISP owns
approximately 80% of the shares of Said Company and is authorized to
enter into this agreement on behalf of FNNIAISP. You represent that no
broker or finder has induced you to enter into this transaction. You
also represent that entering into this letter of intent and the
Transaction will not interfere with any contractual or other
obligations to any third party and you unconditionally agree to
indemnify WIFI its officers, directors and agents against all
liabilities, claims or expenses, including reasonable attorneys fees,
related to any breach of the representations contained in this
paragraph.
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
7. No Discussions and Non-Disclosure: As we will expending a great deal
of time and expense to close the Transaction as quickly as possible,
you agree that you will work with WiFi on an exclusive basis through
the close of the Transaction (the Exclusion Period") and will not
discuss or encourage the sale and investment of FNNIAISP business with
any other party. In addition, you agree that you will not disclose
confidential information regarding WiFi or its operations, or the
status and terms of our negotiations during the Exclusive Period. We
both mutually agree that we are bound by the mutual non-disclosure
agreement previously signed and that all information related to the
terms of this agreement and the existence of this agreement are
considered confidential. Any disclosure by any party to this letter of
intent may be grounds for the termination of the anticipated
transaction.
8. Effect of Execution: By executing this letter of intent each party
confirms the intentions as specified herein. However, except for
paragraphs 7 and 8 in this letter of intent is not and is not intended
to constitute a contract or an offer to enter into a contract, nor is
it intended to be binding upon the parties or upon any other person or
person or to create any legal or equitable obligations or rights. The
other provisions of this letter of intent will become effective only if
the parties execute the Definitive Agreement with respect to the
Transaction on or before. No party shall rely on any oral
representation of this letter of intent. This letter of intent shall
be interpreted and enforced under the laws of the State of TEXAS.
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
Please countersign a copy of this letter to indicate your general agreement with
terms outlined above. This letter of intent will expire on, if not countersigned
and returned by 5:00pm (central time) on that date.
Sincerely,
/s/ Jay Knabb
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Wireless Frontier Internet, Inc.
Jay Knabb, President
ACCEPTED AND AGREED TO BY:
FNNIAISP
BY: /s/ H.J. Kolinek
-------------------------------
H.J Kolinek, President/Owner
FNNIAISP
Date 6/23/03
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Dates Referenced Herein and Documents Incorporated by Reference
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