PURCHASE AND SALE AGREEMENT Between ITALK, INC as Buyer, and KIL W. LEE as Seller, and UNITED MOBILE SOLUTIONS CORP. PURCHASE AND SALE AGREEMENT
September 28th, 2015
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Execution Date.
ITALK, INC.
By: David F. Levy As President
Date: _________________________
Kil W. Lee
UNITED MOBILE SOLUTIONS CORP. and its subsidiaries and businesses as described in Section 2.1 above.
By: Kil W. Lee As President and authorized signatory
Date: _________________________
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SCHEDULE 2.2 CAPITALIZATION TABLE POST MERGER
Number Percent Of Shares
UMS Stockholders Total 85.0 % David Lee & Family 77.5 % Empire Global Advisory Services, LLC 7.5 %
Total 85.0 %
Talk Stockholders Total 15.0 %
Total 15.0 % Total Pre Warrants 100.0 %
Warrants to Mesa Partner* 4.9 % Warrants to Andora Holdings, LLC* 4.9 %
Talk Management Options** 5 %
*Exercisable for five years from the date of the execution of the Definitive Agreement at a total purchase price of $1,000.00. Each Warrant gives the right to acquire 4.9% of the fully diluted shares Outstanding at the date of exercise.
**Management Option Plan to be set up post-closing and Options allocated by and to David Levy, as Chairman of the Options Committee.
Exhibit 3.2.i - Any executed agreements and other instruments to be negotiated and executed by UMS Stockholders or UMS
Exhibit 5.12. UMS has no employees except as set forth below:
Exhibit 5.17 A complete and accurate description of each lease of material tangible personal property used by UMS in the operation of the Business is set forth below:
Mr. Levy concluded, “David Lee, President of UMS, is a business leader that brings extensive leadership and expertize in the wireless technology, marketing and services to iTalk. He will continue in his role as President of UMS, overseeing the overall management and growth of iTalk. The iTalk team and I personally look forward to working closely with him and his team to further build shareholder value.” Mr. Lee stated, “David Levy’s leadership as CEO is valuable as he will guide the organization through the corporate strategies available to us, as we continue to execute on our aggressive growth plans. David Levy adds a valuable perspective to UMS’s management team by bringing years of corporate leadership and we look forward to the partnership in becoming an industry leader in the technology driven wireless industry. Mr. Levy’s experience in the industry will be valuable as we innovate the offerings the combined companies will be able to provide to the mobile marketplace.”