PURCHASE
AGREEMENT
This PURCHASE AGREEMENT
(“Agreement”) is entered into this 7th day of December,
2006, to be effective as of January 2, 2007, between Connex
Services, Inc., a Texas corporation having its offices at 6121 FM
1960 West, Suite 202, Houston, Texas 77069 (hereinafter referred to
as “Seller”), and Eagle Broadband, Inc., a Texas
corporation having its offices at 101 Courageous Drive, League
City, Texas 77573 (hereinafter referred to as
“Buyer”).
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1.
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Seller is
hereby selling and Buyer is hereby purchasing the following assets
(“Assets”) of Seller at the price, terms and conditions
hereinafter set forth:
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All of
seller’s right, title and interest in and to its list of
customers (although some may not be currently active), together
with all other historical records, documents, part specifications
and quantities sold. The list of customers is represented by Seller
to be essentially all significant customers sold by Seller within
the past two (2) years and is set forth on “Schedule
A”, annexed hereto and made a part hereof.
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2.
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Buyer shall not
assume or pay any of Seller’s liabilities. Seller shall
indemnify, defend and hold Buyer harmless from any and all
liability for any of Seller’s obligations or liabilities,
existing, accrued or contingent and any and all expenses including
reasonable attorneys’ fees therewith, which indemnity shall
survive closing of this Agreement. In the event a claim is made
against Buyer for any of Seller’s obligations or liabilities,
Buyer shall notify Seller, in writing, of such claim.
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3.
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The Purchase
Price for the Assets purchased hereunder is the sum of Six Hundred
Thirty-Eight Thousand Dollars ($638,000.00), which Buyer shall pay
by delivering to Seller a number of shares of Buyer’s common
stock (“Common Stock”) equal to the Purchase Price
divided by the closing price of Buyer’s Common Stock as
reported by the American Stock Exchange on the date immediately
preceding the Closing Date (the “Closing Price”). The
Common Stock deliverable hereunder will be issued to Seller
promptly upon Buyer’s receipt of listing approval from the
American Stock Exchange, which application therefor Buyer shall
file with the American Stock Exchange no later than the business
day immediately following the Closing Date.
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4.
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All shares of
Common Stock of the Buyer issued to the Seller will not have been
registered under the Securities Act of 1933, as amended (the
“Act”), on the basis that this transaction is exempt
under the Act and such shares shall have the status of securities
acquired under Section 4(2) of the Act, as not involving any public
offering. Promptly upon Buyer’s receipt of listing approval
from the American Stock Exchange, and in no event more than five
(5) business days, Buyer agrees to file a registration statement
with the SEC to register a number of shares of Common Stock equal
to Four Hundred Thousand Dollars ($400,000.00) divided by the
Closing Price; provided, that Buyer has obtained the written
consent to register such shares from Dutchess Private Equities
Fund, L.P. No assurance can be given that any registration
statement filed will become effective.
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5.
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In determining
the value of the Common Stock to be issued in exchange for the
Assets purchased hereunder, Seller acknowledges that it is relying
solely on the financial and other information regarding the
Buyer’s financial condition, operating results and business
and other matters on file with the SEC. Such financial information
has been prepared in accordance with GAAP, is audited where
appropriate, and to the best of Buyer’s belief is current as
regards SEC filing requirements. Seller further acknowledges that
Buyer has not made and is not making any representations or
warranties with respect to itself other than as expressly set forth
in this Agreement and for the information contained in its
materials filed with the SEC.
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6.
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Seller
acknowledges that in accepting Buyer’s Common Stock as
payment for the Assets, Seller becomes an investor in the Common
Stock of Buyer, and in that capacity Seller represents and warrants
to and with Buyer as follows:
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(a)
Seller acknowledges that investment
in Buyer’s stock is speculative and involves a high degree of
risk and the possible loss of its entire investment.
(b)
Seller is familiar with the
operations of Buyer, has evaluated the merits and risks of this
transaction, has made its independent judgment as to the value of
the securities to be issued in exchange for the Assets purchased by
reviewing the financial and other information regarding Buyer that
is publicly available and on file with the SEC. Seller has had the
opportunity to request additional information and to ask questions
and receive answers concerning the business operations of Buyer,
and is satisfied with the results of it investigation of
Buyer.
(c)
Seller is acquiring the
Buyer’s shares in good faith for the purpose of investment in
Buyer and not for the purpose of distributing or publicly selling
the shares to others, reselling, assigning, pledging or
hypothecating the shares, or dividing its participation in
ownership of the shares with others.
(d)
Seller understands and acknowledges
that it has been advised by Buyer that shares of the Common Stock
will not have been registered under the Act, on the basis that this
transaction is exempt under the Act and the shares shall have the
status of securities acquired under Section 4(2) of the Act, as not
involving any public offering Seller acknowledges that Buyer is
relying on the statutory exemption from the registration
requirements under the Texas Securities Act, basing its reliance in
part on the Seller’s representations set forth in this
Agreement.
(e)
Seller acknowledges that the
available financial statements and forecasts cannot be relied upon
as an indication of future results. Future operations of Buyer will
be dependent, in part, on the company’s ability to continue
as a going concern, the company’s liquidity constraints and
ability to obtain financing and working capital on favorable terms,
the continued acceptance of the company’s products, increased
levels of competition, new products and technological changes, the
company’s dependence upon third-party suppliers, intellectual
property rights, and other risks detailed from time to time in the
company’s periodic reports filed with the Securities and
Exchange Commission. Many of these factors cannot be controlled by
Buyer. No representation had been made that actual results of
operations will conform to historical results or forecasted
results.
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7.
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Representations
and Warranties of Seller. As a material inducement to Buyer to
enter into this Agreement and with the understanding that Buyer
will be relying thereon in consummating the transactions
contemplated by this Agreement, Seller represents and warrants to
Buyer as follows:
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(a)
Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Texas, and has all requisite corporate power and
capital assets to carry on its business as it is now being
conducted.
(b)
Seller has full corporate power and
authority to enter into this Agreement and to sell the Assets in
accordance with the terms of this Agreement. The execution,
delivery and performance of this Agreement by Seller, and all other
agreements or instruments to be executed by Seller pursuant to this
Agreement, have been duly and effectively authorized by its board
of directors and its shareholders, and no other corporate
proceedings on its part are necessary to authorize this Agreement
or the transactions contemplated by this Agreement. This Agreement
constitutes, and such other agreements or instruments will
constitute, the legal, valid and binding obligations of Seller,
enforceable in accordance with their respective terms, except as
enforcement may be limited by bankruptcy, insolvency, or other
similar laws affecting the enforcement of creditors’ rights
in general, moratorium laws or by general principles of
equity.
(c)
Seller is not engaged in any legal
action or other proceedings before any court or administrative
agency. Seller is not a party to any action or proceeding, nor has
Seller been threatened with any such action or proceeding, nor, to
the knowledge of Seller, does there exist any basis therefor, which
will or could have a material adverse effect on the condition,
financial or otherwise, of the Assets. No order, wr
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