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Buyout Agreement

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Title:

Buyout Agreement

Entities:

Skybridge Wireless Inc

Date:

2004

Size:

Preview shows 3KB of 10KB total

Price:

$38

ID:

#1341324

► M&A ► Miscellany ► Buy-Out Agreements

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BUYOUT AGREEMENT

THIS BUYOUT AGREEMENT, dated as of the 26^th day of October, 2004 (the Agreement), among SkyBridge Wireless, Inc., a Nevada corporation (the Corporation), James Wheeler (Wheeler), and Jason Neiberger (Neiberger; and together with Wheeler, the Executives and each individually an Executive).

W I T N E S S E T H:

WHEREAS, the Executives are the senior executive officers and the majority shareholders of the Corporation; and

WHEREAS, the Executives desire to enter into this agreement with respect to the disposition of the shares of common stock (the Shares) held by each Executive upon the termination or resignation of either Executive as an officer of the Corporation.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Right of First Refusal.

(a) In the event that an Executive resigns or is terminated from his office with the Corporation (such Executive shall be referred to herein as the Departing Executive), the other Executive (referred to herein as the Remaining Executive) shall have the right to purchase all or any portion of the Shares then owned by the Departing Executive at a price per share equal to 25% of the average of the closing sales price of the shares of Common Stock of the Corporation in the Over-the-Counter Bulletin Board as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, based on the 20 trading-day period ending on the trading day which is one trading day prior to the date of the Departing Executives resignation or termination (the Right of First Refusal). Such Right of First Refusal shall be exercisable within a period of no more than thirty (30) days from the date of the Departing Executives resignation or termination.

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