Exhibit 10.2


 


PURCHASE AND SALE AGREEMENT





Green Communications Companies


  


This is a Purchase
and Sale Agreement, dated May 22, 2015 (“Agreement”), among Cheryn K. Robins and Vernon G. Robins,
individually and as Trustees of the Robins Family Trust, dated October 21, 2010, in their capacities as Managers and Members
of the Companies (collectively, “Robins” or “Sellers”), and PQH Wireless, Inc., a
Nebraska corporation ( “Buyer”).


 





Background


  


A.          Sellers
are the sole Members in four entities, Green Communications, LLC, a Washington limited liability company (“Green
WA”), Green Communications, LLC, an Arizona limited liability company (“Green AZ”), Green
Communications, LLC, an Oregon limited liability company (“Green OR”), and Go Green, LLC, an Arizona
limited liability company (“Go Green,” and collectively referred to with Green WA, Green AZ, and Green OR as
the “Companies”). Specifically, Cheryn K. Robins and Vernon G. Robins own 100% of the outstanding
Member Interests in Green WA, Green AZ, and Green OR, and as of the Closing will own 100% of the outstanding
Member Interests in Go Green. All such Member Interests are collectively referred to as “Sellers’ Member
Interests”.


 


B.            The
Companies collectively operate 41 wireless premier dealer retail stores, located at the addresses listed on Attachment A
(“Stores”), under the Cricket® brand name (“Business”). One other store is in the process
of opening, to be located in Prescott, Arizona (“Prescott Store”), and is included in the term “Stores”
as the context requires in this Agreement. The parties have agreed to the basic terms under which Sellers will sell to Buyer 100%
of the Sellers’ Member Interests and all associated Assets owned by the Companies, and this Agreement is intended to describe
the entire understanding of the parties. The parties intend that the transaction will be structured as a sale of Member Interests,
such that Buyer will receive the Companies and their Business as an ongoing operation.





 


Agreement


  


Accordingly, for valuable consideration,
the parties agree as follows:


 





1.            Member
Interests and Assets to be Purchased.


  


(a)          Green
WA. Robins agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Robins, Robins’s
entire Member Interest in Green WA, representing 100% of the outstanding Member Interests in Green WA. Upon Closing, Robins will
be removed as Members of Green WA, and will hold no position as a Manager or other officer of Green WA, and Buyer will be the sole
remaining Member and Manager.


 





(b)          Green
AZ. Robins agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Robins, Robins’s
entire Member Interest in Green AZ, representing 100% of the outstanding Member Interests in Green AZ. Upon Closing, Robins will
be removed as Members of Green AZ, and will hold no position as a Manager or other officer of Green AZ, and Buyer will be the sole
remaining Member and Manager.


 


(c)          Green
OR. Robins agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Robins, Robins’s
entire Member Interest in Green OR, representing 100% of the outstanding Member Interests in Green OR. Upon Closing, Robins will
be removed as Members of Green OR, and will hold no position as a Manager or other officer of Green OR, and Buyer will be the sole
remaining Member and Manager.


 






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(d)          Go
Green. Robins agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Robins, Robins’s
entire Member Interest in Go Green, representing 100% of the outstanding Member Interests in Go Green. Upon Closing, Robins will
be removed as Members of Go Green, and will hold no position as a Manager or other officer of Go Green, and Buyer will be the sole
remaining Member and Manager.


 


(e)          Ongoing
Business; Assets. The Sellers’ Member Interests described above will be transferred to Buyer at the Closing, such
that Buyer will receive the Companies’ Business operation as an ongoing business without interruption. With the purchase
of the Sellers’ Member Interests, Buyer will take control of all of the Companies’ assets necessary to run the Business,
which include but are not limited to Cricket® Wireless dealer agreements, store Leases, phone inventory with a purchase date
of 60 days or less before Closing (“Phone Inventory”), prepaid assets, licenses, fixed assets, and all other
assets used in the Business, except as described in this Agreement (collectively, the “Acquired Assets”).


 


(f)          Vehicles
Purchased. Schedule 1(f) contains a list of Company-owned vehicles that are used in the Business, including vehicle description,
VINs, and estimated value of each (“Vehicles”). Buyer will evaluate the Vehicles during the Confirmatory Diligence
Period with the good faith effort to purchase the Vehicles at the Closing, subject to any existing liens. Amounts that are paid
by Buyer for the Vehicles shall be in addition to the Purchase Price, as defined in Section 2 below.


 


(g)          Accessory
Inventory. Buyer shall pay Sellers at Closing, as an adjustment to the Purchase Price pursuant to Section 2.2 below, an
amount equal to 100% of the cost of all accessory inventory on the books with a purchase date of 90 days or less (collectively,
the “Accessory Inventory”).


  


(h)          Excluded
Assets. For the avoidance of doubt, this Agreement specifically excludes all cash on hand of the Companies through the
Closing date, balances in the checking accounts of the Companies through Closing, Pre-Closing Receivables (and related items for
which Sellers are entitled to under the Post-Closing Adjustment), and Sellers’ personal vehicles, which Sellers shall retain
post-Closing (collectively, the “Excluded Assets”); provided, however, that the cash in the Companies’
banking accounts in an amount sufficient to cover known expenses incurred as of the Closing will remain in such accounts at the
Closing and be reconciled as part of the Post-Closing Adjustments contemplated under Section 2.2. At the Closing, Buyer will deposit
into such accounts sufficient funds to cover June rent.


  


(i)          Intellectual
Property; Green TX Excluded. Sellers release to Buyer all rights to the trade names “Green Communications”
and “Go Green”, within the states of Washington, Arizona, Oregon, and Idaho. Buyer acknowledges that Robins maintain
an entity in Texas known as Green Star, LLC, which owns and operates one or more wireless premier dealer retail stores under the
Cricket® brand name (“Green TX”). Buyer agrees that Green TX is not included in the transactions described
in this Agreement, and that Robins may continue to operate under the trade name “Green Star” in Texas.


 


2.          Purchase
Price and Payment. The purchase price for Sellers’ Member Interests is Two Million Two Hundred Thousand and no/100
United States Dollars ($2,200,000.00), subject to the adjustments provided in Section 2.2 of this Agreement (“Purchase
Price”).


 



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2.1          Payment
by Buyer. Subject to Sellers’ compliance with the terms of this Agreement, Buyer agrees to pay to Sellers in cash,
by wire transfer or immediately available funds, the Purchase Price as follows:


 


(i)          $220,000.00
(refundable in the event the Closing does not occur as contemplated by Sections 7 and 15 below), payable to Escrow Agent immediately
upon signing this Agreement (which amount will be credited against the Purchase Price at Closing) (“Deposit”);
and


  


(ii)        an
amount equal to Three Hundred Thirty Thousand Dollars ($330,000) (the “Escrow Fund”) shall be paid by Buyer
to the Escrow Agent at the Closing, such Escrow Fund to be held in accordance with the terms of an Escrow Agreement between Buyer
and Sellers substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”) (and such amount
(reduced by payments required to be made under the Escrow Agreement) shall be released to Sellers six months after Closing); and


 





(iii)       the
remainder of the Purchase Price, payable to Escrow Agent on or before the Closing (which amount is to be released to the Sellers
immediately upon the Closing).


 





2.2          Adjustments
to Purchase Price. The Purchase Price shall be adjusted as follows:


 


(i)          Phone
Inventory; Excess Accounts Payable. The Companies’ existing Phone Inventory as of the Closing date shall be netted
(at 100% cost) against the Companies’ total IMM (Brightpoint) accounts payable balance existing as of the Closing date (“IMM
Accounts Payable”). In the event that IMM Accounts Payable exceed the amount of Phone Inventory (such difference being
referred as “Excess Accounts Payable”), the Purchase Price will be adjusted downward by the amount of such Excess
Accounts Payable. In the event that the amount of Phone Inventory exceeds IMM Accounts Payable (such difference being referred
as “Excess Inventory”), the Purchase Price will be adjusted upward by the amount of such Excess Inventory. A
schedule presenting the aggregate IMM Accounts Payable and Phone Inventory, as of the date of this Agreement, is attached hereto
as Schedule 2.2(i).


 


(ii)        Accessory
Inventory. Buyer shall pay Sellers at Closing for all Accessory Inventory.


  


(iii)       Post-Closing
Adjustments. Within 45 days after the Closing, there shall be a post-Closing adjustment to the Purchase Price to account
for (A) any trailing credits, instant rebates, and Clover, callidus, and CSP payments directly related to any pre-Closing phone
sales by the Companies, (B) any pre-Closing liabilities of the Companies paid by the Buyer, (C) any amounts owed by Sellers to
Buyer for pre-Closing obligations of the Business after the reconciliation of banking accounts, and (D) cash on hand in the Companies’
depositary accounts (in the aggregate, the “Post-Closing Adjustment”). Buyer shall prepare and deliver to Sellers
a written reconciliation of the Post-Closing Adjustment on or prior to the 45th day after the Closing, and such reconciliation
shall be final unless the Sellers provide Buyer with written notice to the contrary within ten days of receipt of the reconciliation.
In the event of a dispute regarding the Post-Closing Adjustment, the parties will work together in good faith to resolve such dispute.
If such dispute cannot be resolved, the Buyer or Sellers, as applicable, will pay the other party/parties the undisputed portion
of the Post-Closing Adjustment, and the disputed portion shall be submitted to a arbitration pursuant to Section 31.


  



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 2.3          Inventory.
Phone Inventory and Accessory Inventory will be determined as of the Closing date, using the Companies’ point-of-sale computer
reports (except in the case of manifest error).


 


 2.4          Consistent
Tax Returns Reporting Allocation of Purchase Price. To the extent necessary for asset purchase portion of this Agreement,
Buyer and Seller agree that (i) they will prepare and file their respective Forms 8594 under Internal Revenue Code Section 1060
with respect to their purchase and sale of the Seller’s Business in a manner consistent with the recommendation from Sellers’
accountant for all federal and state income tax reporting purposes.





 


3.          Collection
of Accounts Receivable, Manufacturer’s Rebates, and Deposits. Buyer shall use commercially reasonable efforts to
collect accounts receivable of the Companies, generated prior to the Closing (the “Pre-Closing Receivables”),
in the ordinary course (without any requirement to resort to litigation), and shall remit to Sellers, as of the 45th day after
Closing, a written summary of collections of the Pre-Closing Receivables together with related payments. The obligation to use
commercially reasonable efforts in collecting Pre-Closing Receivables, provide written summaries and remit related payments, shall
cease as of the 90th day after the Closing.








 


4.          Assumed
Liabilities; Excluded Liabilities.


 





(a)          General.
Buyer shall assume all Store leases (including the Prescott Store) for stores currently operating and new stores to be opened in
60 days or less (“Leases”), the Cricket dealer agreements, and ordinary course current IMM Accounts Payable,
to the extent accrued on the balance sheet at Closing and listed in Schedule 2.2(i) to this Agreement (“Assumed Liabilities”).
Buyer will not assume any intra-company liabilities, vehicle leases, negative cash balances, or any other debt or liability of
the Company not specifically referenced as being assumed above, specifically including but not limited to all liabilities of the
Business arising prior to the Closing or relating to Sellers’ ownership or operation of the Business prior to the Closing
(collectively, the “Excluded Liabilities”). Sellers will promptly discharge and pay when due, after the Closing,
all Excluded Liabilities. Sellers’ Member Interest and Acquired Assets will be delivered free and clear of liens, claims,
and interests.


  


 (b)          Leases.
Buyer acknowledges that certain Leases are for a specified term, and others are on a month-to-month basis. A summary of the Leases
is attached hereto as Schedule 4(b), which summary identifies the Landlord, the property address, the amount of monthly rent, and
the remaining term of the existing Lease (as amended, if applicable), together with an indication as to whether any such Lease
provides any of the Companies with an extension option. Buyers and Sellers will cooperate in good faith to obtain Landlords’
consent for Buyer to the transactions contemplated hereby, if necessary, and to remove Sellers as personal guarantors on the Leases.
Landlord consent is not a condition precedent to Buyer’s obligation to proceed to Closing.





 


5.          Liabilities.
Sellers will pay from the Companies’ accounts all accounts payable and other obligations and liabilities of the Companies
accruing on or before the Closing Date, and will not allow any account payable to go into default.


 






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6.          Business
Credit Cards and Accounts; Cooperation.





 


 (a)          All
charges on credit and other business cards used in the Business (“Charge Cards”) will be assumed and paid by
Sellers as of the Closing date. All Charge Cards are issued in Sellers’ personal names, and will retained by Sellers. Buyer
will be responsible for opening and maintaining separate credit cards for the Companies for use post-Closing.


 


 (b)          Buyer
will succeed to the Business’s various banking, checking and merchant accounts. Schedule 6(ii) attached hereto lists each
such account of the Business and the authorized signatories therefor. At Closing, Sellers will cause those persons designated by
the Buyer to be added as authorized signatories to the banking, checking and merchant accounts of the Companies to be replaced
with those persons designated by the Buyer. Corporate Commission documents for the Companies will be changed within one week after
Closing to reflect new managers, as directed by Buyer, at which time Sellers will be remove from the accounts. Buyer will be given
full access to the merchant accounts at Closing. Subsequently, the Business shall continue to operate with the existing accounts,
and Sellers agree not to make any changes to such accounts or redirect funds from them. Merchant accounts will be replaced by Buyer
for each Store when it is updated to the RQ4 System by Cricket. At the time of such update, the respective existing account will
be closed.


 


 (c)          Sellers
will forward to the Companies, at the location agreed by the parties, all invoices related to the Business that are received by
the Sellers after the Closing, whether related to the period of time prior to or after the Closing, together with an indication
of which invoices have been paid by the Sellers (i.e., because the invoiced services or goods were rendered or purchased pre-Closing,
or because of some other covenant in this Agreement obligating the Sellers to pay such invoices) and which invoices are to be paid
by one or more of the Companies (i.e., because the invoiced services or goods were rendered or purchased post-Closing, or because
of some other covenant in this Agreement obligating the Buyer to pay such invoices).


  


7.          Confirmatory
Diligence Period. Buyer acknowledges that it has already analyzed the financials of the Companies based on the limited
information provided to Buyer, and has had an introductory meeting and conference calls with Sellers. Buyer’s remaining due
diligence requirements are confirmatory in nature and can be completed promptly. Buyer does not foresee having any due diligence
items that would hold up Closing. Accordingly, Buyer shall have 15 business days from the date of this Agreement or until the Closing,
whichever is earlier, to review all records and items delivered by Seller, to make appropriate inspections of the Stores on a “secret
shopper” basis, to confirm that the Assets and Business are sufficient and acceptable for Buyer’s needs, and to otherwise
provide Sellers with reasonable follow-on due diligence informational requests (“Confirmatory Diligence Period”).
Sellers will promptly provide, and cause the Companies to provide, all reasonable information requested by Buyer. During the Confirmatory
Diligence Period, Buyer and its representatives and agents shall have reasonable access to the Stores and Business records in order
to conduct physical inspections. During the Confirmatory Diligence Period, Buyer may, for any reason, terminate the Agreement by
written notice to Seller; in that event, the Deposit shall be immediately released to Buyer, and the parties shall have no further
rights or obligations under this Agreement. The parties will exercise all good faith efforts to complete the due diligence as quickly
and efficiently as possible.





 


8.          Companies
and Business Condition; Acknowledgment. Buyer shall conduct its own independent investigation
of the Companies’ historical financial statements, with no representations required by Sellers related to them other than
as expressly contained in this Agreement. Buyer acknowledges that it is purchasing the Sellers’ Member Interests without
any representations or warranties to Buyer except those expressly provided in this Agreement, including without limitation the
full disclosure representation in Section 9(u).


 






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9.          Representations,
Warranties and Covenants of Sellers. Sellers jointly and severally represent, warrant, and covenant to Buyer as of the
date of the Closing as follows:


 


 (a)          Company
Organization. The Companies have been duly formed, and are validly existing and in good standing in their respective state
of organization. The Companies have all required business, transaction privilege, and other licenses necessary to carry on the
Business in their respective locations.


 


 (b)          Ownership
of Member Interests. Sellers are the legal owners of their respective Sellers’ Member Interests, and Sellers have
not sold, gifted, encumbered, or otherwise transferred or conveyed all or any portion of Sellers’ Member Interests. Sellers
have and will convey to Buyer good and marketable fee title to Sellers’ Member Interests, free and clear of all options,
rights of first refusal, possessory interests, liens, mortgages, pledges, encumbrances, and charges of any kind. There
are no outstanding contracts, agreements, or other rights affording any person or entity the right to obtain any membership interest
in any of the Companies. To the extent Sellers have entered into any agreement to sell, transfer or encumber all or any portion
of Sellers’ Member Interests, or issue any new membership interests in any of the Companies, Sellers shall fully indemnify
Buyer as to any such transfer. After the Closing, Buyer will enjoy all the rights and benefits of exclusive ownership of the Companies
and Business as an ongoing business.


  


 (c)          Ownership
and Sufficiency of Acquired Assets. The Companies are the legal owners of their respective interests in the Acquired Assets,
and the Companies have not sold, gifted, encumbered, or otherwise transferred or conveyed all or any portion of the Acquired Assets
other than in the ordinary course of business. Buyer, by virtue of its ownership of the Sellers’ Member Interests as of the
Closing, will receive good and marketable fee title to the Acquired Assets, free and clear of all options, rights of first refusal,
possessory interests, liens, mortgages, pledges, encumbrances, and charges of any kind, except for purchase money liens on certain
Vehicles, as disclosed.  The Companies have not entered into any agreement to sell, transfer
or encumber all or any portion of the Acquired Assets. The assets owned by the Companies are in good condition and repair, ordinary
wear and tear excepted, and are usable in the ordinary course of business. The assets of the Companies include all assets, both
tangible and intangible, necessary for the conduct of the Business as it is being conducted as of the date hereof. 


  


 (d)          Authority.
Sellers and the Companies have full legal right, power and authority, without the consent of any other person, to execute and deliver
this Agreement and to carry out the contemplated transactions, and to perform their obligations under it. Sellers’ execution
of this Agreement and performance of their obligations do not and will not violate any contractual or other legal obligations or
restraints upon Sellers, violate any provision of the charter documents of any of the Companies, permit any third party the right
to terminate any contract to which the Companies are a party (except for requirements for consent from Cricket and Brightpoint,
and Landlord consent on Leases), accelerate any obligation of the Companies, or cause any assets of the Companies to become subject
to a lien.


 


 (e)          Validity.
This Agreement has been, and the documents to be delivered at the Closing will be, duly executed and delivered by Sellers, and
the Agreement constitutes lawful and legally binding obligations of Seller, enforceable according to their respective terms, subject
to customary enforceability exceptions.


 






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 (f)          Accuracy
of Financial Statements; No Adverse Change. The Companies’ financial records provided to Buyer, copies of which are
attached hereto as Schedule 9(f) (the “Financial Statements”), present fairly the financial position and results
of operations of the Business as of the indicated dates and for the indicated periods, and have been prepared on a cash basis consistent
with historical practice. There have been no adverse changes in the operations or finances of the Business after January 1, 2015
through and including the Closing Date, except as disclosed on Schedule 9(f) attached hereto. From and after January 1, 2014 and
through and including the date of Closing: (i) the Business has been conducted only in the ordinary course consistent with
past practice, and (ii) there has not been any change in the accounting methods, principles or practices of the Business,
except as disclosed on Schedule 9(f) attached hereto.


  


 (g)          Business
Insurance. None of the Companies have received any notice of cancellation or non-renewal, or of material premium increases,
with respect to any of the Business insurance policies. There are no pending claims made by or on behalf of the Companies under
such policies, and no claims have been denied. No gaps in coverage have occurred with respect to the Business insurance policies
during the last two (2) years.


  


 (h)          No
Breach. Each of the Companies is in good standing under the Cricket® Dealer Agreement, and Leases, and there is no
breach or threatened breach under such agreements by either any of the Companies, Cricket Wireless, the Landlords, or any other
third party, and all of such agreements are valid and binding agreements of the Companies in full force and effect.


  


 (i)          No
Breach of Operating Agreements. Sellers waive, or have no knowledge of, any breach of the Operating Agreements for the
Companies.


  


 (j)          No
Undisclosed Liabilities. Except as disclosed in the Financial Statements or on Schedule 9(j), and except for liabilities
incurred in the ordinary and usual course of normal day-to-day operations of the Business, the Business does not have liability
of any nature whether or not absolute, contingent or otherwise, that would be required to be disclosed on the Financial Statements.


  


 (k)          No
Litigation. Neither Sellers nor the Companies are engaged in, or a party to, or threatened with any legal, administrative
or governmental action or investigation, and Sellers do not know of or anticipate any such action or investigation that would have
any effect on the Companies or the Business.


 


 (l)          No
Judgments or Liens. There are no judgments, attachments, levies, executions, assignments for the benefit of creditors,
receiverships, conservatorships, or voluntary of involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws,
contemplated by Seller, or filed by Seller or, to the best of Seller’s knowledge, pending in any current judicial or administrative
proceedings against Seller or any of the Companies.


 


 (m)          Taxes.
All sales, transaction privilege, use, property, and other federal, state, and local taxes relating to the Business or resulting
from the conduct of the Business prior to and as of Closing are the responsibility of, and will be promptly paid by, Sellers. All
such tax returns have been properly filed, and they accurately reflect the operations of the Business.


 






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(n)          Environmental
Matters. Sellers have not received any written notice of any proceeding or any inquiry by any governmental agency concerning
any environmental contamination or leakage, or any violation of any local, state or federal statutes or laws governing the storage,
disposal, or clean-up of hazardous substances at the Stores or the real property on which the Stores are located.


  


(o)          Employment
Matters.


 





(i)          Schedule
9(o) contains a complete and accurate list of (A) the names of all employees of the Business; (B) their titles or positions; (C)
their dates of hire; (D) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the
past 12 calendar months; (E) their last compensation changes and the dates on which such changes were made; (F) any non-standard
bonus, commission or incentive plans or agreements for or with them; (G) any outstanding loans or advances made by or to them;
and (H) any verbal or written employment agreements which impact or establish the terms of employment of those persons. Correct
and completed copies of all written employment agreements, including all amendments thereof and exhibits or addenda thereto, have
been delivered to the Buyer.


  


(ii)        Schedule
9(o) contains a complete and accurate list of (A) the identities of all independent contractors currently engaged by the Business;
(B) their payment arrangements; and (C) a brief description of the type of services provided by them. Correct and completed copies
of all written agreements with independent contractors, including all amendments thereof and exhibits or addenda thereto, have
been delivered to the Buyer.





 


(iii)       Except
for any limitations of general application which may be imposed under applicable labor or employment laws, and except for any employment
agreements otherwise disclosed and provided to the Buyer, the Companies have the right to terminate the employment of each of their
employees at will, and to terminate the engagement of any of their independent contractors, without any payment, penalty or liability
to any such person other than for services rendered through the date of termination.


  


(iv)        Sellers
have delivered to the Buyer accurate and complete copies of all current employee manuals and handbooks, disclosure materials, policy
statements and other materials prepared, disclosed or promulgated by the Companies at any time during the last two years relating
to the employment of the current and former employees of the Business.


 





(v)          Sellers
shall pay and discharge, or cause the Companies to pay and discharge at the Closing, all employee-related liabilities relating
to periods of time prior to the Closing, including but not limited to: (A) the payment of unpaid salaries and bonuses; and (B)
the payment of all accrued but unpaid vacation or sick or PTO days.


  


(p)          Material
Contracts. Schedule 9(p) contains a true, complete and correct list of all contracts and agreements, whether written or
oral, which are used in the Business and which require a payment to or from any one or more of the Companies of $15,000 or more
per year (collectively, the “Material Contracts”). True and complete copies of the Material Contracts, including
all amendments thereof and exhibits and addenda thereto, have been provided to the Buyer. Each Material Contract is a valid and
binding agreement of one or more of the Companies and is in full force and effect. The Companies have performed all obligations
required to be performed by them under or in connection with each Material Contract and are not in receipt of any claim of default
under any Material Contract. Sellers do not have knowledge of a breach or anticipated breach by any other party to any Material
Contract.


 



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(q)          Cricket
Wireless. Other than the Green TX, after the Closing the Sellers will not have any ownership interest in, or any interest
as a financier, employee, consultant or otherwise with, any entity that is a Cricket Wireless authorized dealer or authorized dealer
of another wireless carrier or retailer, or any entity affiliated with any of the foregoing. Neither the Sellers nor the Companies
are obligated to open any new Cricket Wireless or other wireless carrier or retail locations, other than the location described
herein as the Prescott Store, and have made no written or verbal commitments to Cricket Wireless, any other wireless carrier or
retailer, or any other person, on behalf of the Companies or otherwise, to open any new Business locations.


 


(r)          Restrictive
Covenants. The Companies are not a party to any written contract, license agreement or other restriction limiting the scope
of the Business’ current or future operations or the sale or use of the Companies’ assets in any manner whatsoever.


 


(s)          Related-Party
Transactions. Except as set forth on Schedule 9(s), none of the Companies have any business relationship, whether in the
form of employment, consulting, supply, vendor, maintenance, leases or other kinds of agreements, written or unwritten, with any
Related Parties. For this purpose, “Related Parties” means any of the Sellers’ or their respective family
members or relatives, employees of the business, or any entity controlled by any of the foregoing persons.


 


(t)          Vehicles.
All Vehicles to be purchased pursuant to Section 1(f) are in good working order and condition, ordinary wear and tear excepted,
and all routine maintenance on such Vehicles has been performed.


 


(u)          Full
Disclosure. No representation or warranty of Sellers contained in this Agreement, any Schedules, any exhibit hereto or
in any statement (including but not limited to the Financial Statements), certificate, instrument of transfer or conveyance or
other document furnished to Buyer pursuant to this Agreement, or otherwise in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make
the statements herein or therein not misleading.


  


(v)          Survival.
Sellers’ representations, warranties, and covenants under Sections 9(a) (Company Organization), 9(b) (Ownership of Member
Interests), 9(c) (Ownership of Acquired Assets), 9(d) (Authority), 9(e) (Validity), and 9(j) (No Undisclosed Liabilities) shall
forever survive the Closing of this Agreement. Sellers’ representations under Sections 9(l) (Taxes), 9(m) (Environmental
Matters), and 9(k) (Litigation) shall survive for a period equal to the applicable statute of limitations. Finally, all other representations
of Seller under Sections 9 shall survive for a period of 12 months following the Closing of this Agreement.


 





10.          Representations,
Warranties and Covenants of Buyer. Buyer represents, warrants, and covenants to Sellers as of the date of this Agreement
and as of the Closing as follows:


 


(a)          Authority.
Buyer has full legal right, power and authority, without the consent of any other person, to execute and deliver this Agreement
and to carry out the contemplated transactions, and to perform Buyer’s obligations under it. Buyer’s execution of this
Agreement and performance of its obligations does not and will not violate any contractual or other legal obligations or restraints
upon Buyer. The person signing this Agreement on Buyer’s behalf has full corporate power and authority to do so; on Seller’s
request, Buyer shall provide an accurate copy of signing resolutions duly signed or approved by Buyer’s board of directors.


 






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(b)          Validity.
This Agreement has been, and the documents to be delivered at the Closing will be, duly executed and delivered by Sellers, and
the Agreement constitutes lawful and legally binding obligations of Seller, enforceable according to their respective terms, subject
to customary enforceability exceptions.


 


(c)          Survival.
Buyer’s representations, warranties, and covenants survive the Closing of this Agreement.


  


11.          Interim
Conduct of Company.


  


(a)          Obligations.
From the date of this Agreement through the Closing Date, Sellers will do the following, at Sellers’ expense:


 


(i)         Carry
on the Business substantially consistent with prior practice and not introduce any materially new method of management, operation,
or accounting; and


  


(ii)        Preserve
intact the organization and reputation of the Business, retain and maintain Sellers’ relationships with customers, vendors,
suppliers, Cricket®, and others having business relations with Seller;


 


(iii)       Preserve
and maintain the Assets and the Stores in good working order, and perform any needed repairs. Notwithstanding the foregoing, Sellers
are not required to make any capital expenditures or tenant improvements in the Stores, including without limitation, the Prescott
Store; and


  


(iv)        Disclose
to Buyer in writing the occurrence of any facts or events that could have a material adverse effect on the financial condition,
operating results, customer, employee or supplier or dealer relations, prospects or Business taken as a whole.


 


(b)          Prohibitions.
From the date of this Agreement through the Closing Date, Sellers will not do or agree to do any of the following, except in the
ordinary course of business, without Buyer’s prior written consent:


 


(i)          dispose
of or purchase any assets;


  


(ii)        dispose
of or purchase any inventory, except in the ordinary course of Business and consistent with normal practice; or


 


(iii)       incur
liabilities against the Business;


 


(iv)       enter into, modify, terminate, or breach any existing
vendor contract, the Cricket® Dealer Agreement, any Lease, or other
agreement (except as expressly consented to by Buyer); Buyer acknowledges that Sellers are currently negotiating a new location
for a Store in Tucson and consents to Sellers’ judgment as to such location to the extent decisions must be made before Closing;



 








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(v)         hire
or terminate any employee, change any benefits or compensation package for employees, discuss this transaction with employees,
or solicit any employee to leave his or her employment in the Business; or


 


(vi)        waive
or release any material causes of action, lawsuits, judgments, claims or demands.


 


12.          Non-Solicitation;
Non-Competition.


 


(a)          Non-Solicitation;
Robins. As a material term of this Agreement, Robins agree, for a period commencing on the date of this Agreement and continuing
for five years (“Restriction Period”), not to do any of the following, directly or indirectly, as an owner,
agent, principal, director, officer, partner, employee, consultant, independent contractor, or otherwise:


 


(i)          solicit
or induce, or attempt to solicit or induce, any customer of the Business to not do business with the Companies or the Buyer, or
to cease doing business with the Companies or the Buyer;


 


(ii)         solicit,
induce, or attempt to solicit or induce, any employee of the Business to leave the employ of the Companies or the Buyer;


 


(iii)         maliciously
or otherwise intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the
Companies or Buyer (on the one hand) and Cricket Wireless (on the other hand), or between the Companies or Buyer (on the one hand)
and any customer, vendor, supplier, employee, consultant or independent contractor of Buyer or the Companies (on the other hand).


 


(b)          
Non-Competition; Robins. As a material term of this Agreement, Robins agree that Robins will not, during the Restriction
Period, directly or indirectly, as an owner, agent, principal, director, officer, partner, employee, consultant, independent contractor,
or otherwise, open, operate, or engage in a business that is similar to, or in competition with, the Business in Washington, Oregon,
Arizona, or Idaho.


 


(c)          Non-Solicitation;
Buyer. As a material term of this Agreement, if Buyer elects to cancel this Agreement before the end of the Confirmatory
Diligence Period, or fails to proceed to Closing because of Buyer’s breach of the Agreement, then for a period commencing
on the date of such election or the Closing Date, whichever is earlier (“Cancelation Date”) and continuing
for one year from such Cancelation Date (“Buyer Restriction Period”), Buyer agrees not to do any of
the following, directly or indirectly, as an owner, agent, principal, director, officer, partner, employee, consultant, independent
contractor, or otherwise:


(i)          solicit,
induce, or attempt to solicit or induce, any employee of the Business to leave the employ of the Companies (other than circumstantially
through general solicitation activities such as newspaper or online ads not specifically targeted at employees of the Companies);


 


(ii)         solicit,
induce, or attempt to solicit or induce, any Landlord of the Leases to terminate or fail to renew any Lease of the Companies;


 


(iii)         maliciously
or otherwise intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the
Companies or Sellers (on the one hand) and Cricket Wireless (on the other hand), or between the Companies or Sellers (on the one
hand) and any vendor, supplier, employee, Landlord, consultant or independent contractor of Sellers or the Companies (on the other
hand).


 






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(d)          Necessary
Provisions. The parties acknowledge that the non-solicitation and non-competition covenants contained in this Section
are commercially reasonable restrictions that are necessary to preserve the Business and goodwill of the Business, and that are
essential to the planned operations of the Business. The parties also acknowledge that these restrictions do not unduly hinder
them respectively in their ability to earn a livelihood and support themselves financially. The parties also acknowledge that
the Purchase Price is materially affected by these non-solicitation and non-competition provisions. 


 


(e)          Remedies
for Breach. 


 


(i)          The
parties recognize that breach or threatened breach of any of the non-solicitation and non-competition covenants of this Agreement
would result in serious harm to the other party and the Business, for which monetary damages might not be an adequate remedy, and
that the amount of such damages would be difficult to determine. Therefore, if a party breaches any such provision, or engages
in any activity which, in the other party’s reasonable judgment, constitutes a threat to breach any such provision, then
such other party shall be entitled to seek injunctive relief and specific performance in addition to any other available legal
or equitable remedies allowed under applicable law. The breaching party releases the other from any requirement to post a bond
in connection with temporary or interlocutory injunctive relief, to the extent permitted by law, and from the need to prove irreparable
harm, to the extent permitted by law.


 


(ii)         In
the event of breach by a party, then the other party may recover by appropriate action the amount, if ascertainable, of the actual
damage caused by any failure, refusal or neglect of the breaching party to perform the covenants above, together with any and all
costs incurred by the non-breaching party, including reasonable attorneys’ fees, in seeking such relief.


 


(iii)       The
remedies provided in this Section shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other
remedy at law or in equity for the same event or any other event.


 


13.          Release
and Indemnity.


 


13.1          Sellers.
Except as set forth in this Agreement, and except for claims arising out of this Agreement, Sellers, individually and on behalf
of their heirs, representatives and assigns, release and forever discharge Buyer from and against, and jointly and severally indemnify
and hold harmless the Buyer from and against, any and all claims (including third-party claims), rights, demands, suits, causes
of action, damages, costs (including costs of investigation), fees (including reasonable attorneys’ fees), expenses, and
liabilities of any nature, known or unknown (including without limitation any tax or creditor liabilities, contract and tort claims
and claims for personal injuries and health-related injuries, and all Excluded Liabilities), relating to or arising from (i) Sellers’
ownership or operation of the Business prior to the Closing, and all Excluded Liabilities (specifically including all tax-related
obligations of Sellers or the Companies relating in any way to periods of time prior to the Closing), (ii) the breach of any covenants
of Sellers contained in this Agreement, or (iii) the breach of any representations or warranties of Sellers contained in this Agreement.
In addition, Sellers release and forever discharge Buyer from any claim for past salary, distributions, or other benefits accruing
to Sellers before the Closing. The Purchase Price represents a full and final payment to Sellers for Sellers’ Member Interests,
and no further money will be owed to Sellers, except as provided in this Agreement.


 






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13.2          Buyer.
Except as set forth in this Agreement, and except for claims arising out of this Agreement, Buyer and its successors and assigns
release and forever discharge Sellers from and against, and indemnify and hold harmless the Sellers from and against, any and all
claims, rights, demands, suits, causes of action, damages, penalties, costs (including costs of investigation), fees (including
reasonable attorneys’ fees), expenses, and liabilities of any nature, known and unknown (including without limitation any
tax or creditor liabilities, contract and tort claims and claims for personal injuries and health-related injuries) incurred by
Sellers by reason of (i) Buyer’s ownership or operation of the Business from and after the Closing Date, and all Assumed
Liabilities, (ii) the breach of any covenants of Buyer contained in this Agreement, or (iii) the breach of any representations
or warranties of Buyer contained in this Agreement. For avoidance of doubt, under clause (i) above, Buyer specifically indemnifies
Sellers from and against all claims, rights, demands, suits, causes of action, damages, penalties, costs, fees, expenses, and liabilities
of any nature, arising or accruing after the Closing, relating to any Personal Guaranties of Sellers on the Leases.


 


13.3          Unknown
Claims. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE RELEASES AND INDEMNITIES CONTAINED IN THIS AGREEMENT EXPRESSLY INCLUDE,
AND SHALL CONSTITUTE FULL, ADEQUATE AND COMPLETE CONSIDERATION FOR, THE RELEASE OF ALL CLAIMS AND INJURIES THE NATURE, EXTENT AND
AMOUNT OF WHICH ARE NOT, AND DESPITE REASONABLE DILIGENCE COULD NOT NOW BE, KNOWN TO THE RESPECTIVE PARTIES (“UNKNOWN
CLAIMS”), AND THAT, ANY PRINCIPLE OR RULE OF LAW TO THE CONTRARY, THE INTENT AND AGREEMENT OF THE PARTIES IS THAT ANY
AND ALL UNKNOWN CLAIMS AGAINST EACH OTHER ARE AND SHALL BE RELEASED.


 


13.4          Notice
to Indemnifying Party. If a party (“Indemnitee”) receives written notice of any claim or the commencement
of any action or proceeding with respect to which the other party (“Indemnifying Party”) is obligated to provide
indemnification pursuant to this Agreement, the Indemnitee shall give the Indemnifying Party written notice thereof and shall permit
the Indemnifying Party to participate in the defense of any such claim, action or proceeding by counsel of the Indemnifying Party’s
own choosing and at the Indemnifying Party’s own expense. In addition, upon written request of the Indemnitee, the Indemnifying
Party shall assume the full responsibility for the defense of any such claim, action or proceeding. In any event, the Indemnitee
and the Indemnifying Party shall cooperate in the compromise of, or defense against, any such asserted liability.


 


13.5          Reservation
of Rights. Neither a party’s representations and warranties contained in this Agreement nor the party’s indemnification
obligations set forth in this Agreement shall be affected by (i) any due diligence or other investigation conducted by another
party; or (ii) any knowledge on the part of another party or its agents or representatives of any circumstances resulting from
such investigation or otherwise, including without limitation knowledge that one or more of such party’s representations
or warranties are or might be untrue when made or will or might become untrue on or prior to the Closing.


 







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14.          Conditions
Precedent to Sellers’ Obligation to Close. The obligation of Sellers to proceed to the Closing of this transaction
is, at the option of Sellers, subject to compliance with each of the following conditions, at or prior to the Closing Date:


 


(a)          All
representations and warranties of Buyer shall be true and correct in all material respects on and as of the Closing Date as though
made on and as of the Closing Date.


 


(b)          All
of the terms, covenants and conditions to be complied with and performed by Buyer under this Agreement on or before the Closing
Date shall have been duly complied with and performed.


 


(c)          Buyer
shall have delivered to Escrow the Deposit and all other funds required to be paid, at Closing, to Sellers under this Agreement.


 


(d)          The
parties shall have received consent from Cricket Wireless to the transfer of ownership described in the Agreement.


 


(e)          Sellers
shall have received proof that they have been released as of the Closing from any and all obligations and personal guaranties under
the IMM Account.


 


15.          Conditions
Precedent to Buyer’s Obligation to Close. The obligation of Buyer to proceed to the Closing of this transaction is,
at the option of Buyer, subject to compliance with each of the following conditions, at or prior to the Closing Date:


 


(a)          All
representations and warranties of Sellers shall be true and correct in all material respects on and as of the Closing Date as though
made on and as of the Closing Date.


 


(b)          All
of the terms, covenants and conditions to be complied with and performed by Sellers under this Agreement on or before the Closing
Date shall have been duly complied with and performed.


 


(c)          The
parties shall have received consent from Cricket Wireless to the transfer of ownership described in the Agreement.


 


(d)          Buyer
shall have completed its confirmatory due diligence, the results of which shall be satisfactory to Buyer in its discretion.


 


(e)          Buyer
shall have received (as contemplated under Section 17.2), reviewed and accepted, in its discretion, the updated disclosure schedules
of Sellers.


 


(f)          Buyer
shall have received the approval of its Board of Directors to consummate the transactions contemplated herein.


 


In the event that the
foregoing conditions shall not have been satisfied on or prior to June 1, 2015, Buyer shall be entitled to terminate this Agreement
by written notice to Seller; in that event, the Deposit shall be immediately released to Buyer, and the parties shall have no further
rights or obligations under this Agreement, except as it relates to the non-solicitation provisions of Section 12.


 


16.          Closing.
The Closing of this Agreement shall occur on June 1, 2015 (“Closing Date” or “Closing”), and
the effective date for the purpose of transferring and turning over the Companies and Business shall be May 31, 2015. The place
of Closing shall be mutually agreed between both parties.


 

 






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17.          Deliveries.


 


17.1          By
Buyer. On or before the Closing, Buyer will deliver the following:


 



(a)          To
the Escrow Agent, certified funds of Buyer payable to or for the benefit of Sellers in the amount of the Purchase Price, as adjusted
for adjustments under Section 2 above, plus the agreed upon acquisition price for any Vehicles Buyer shall have agreed in writing
to purchase;


 


(b)          To
Sellers, a Closing certificate, executed by an officer of Buyer and certifying to the accuracy of Buyer’s representations
and warranties under this Agreement as of the Closing; and


 


(c)          To
Sellers, such other documents and instruments reasonably required or requested to complete the Closing of this transaction.


 


17.2        By
Sellers. On or before the Closing, Sellers will deliver to the Buyer the following:


 


(a)          All
documents and records in Sellers’ possession, relating to the Companies, in any format or media;


 


(b)          An
Assignment and Assumption of Member Interest, acceptable to both parties, for each of the Companies, relating to Sellers’
assignment of rights and delegation of obligations of Sellers’ Member Interests as of the Closing;


 


(c)          A
Bill of Sale and executed Titles for transfer of the Vehicles to be purchased by Buyer at the Closing, if any;


 


(d)          Articles
of Amendment for each of the Companies for filing with the Washington, Oregon, and Arizona Corporation Commissions, reflecting
removal of Sellers from those entities as Members, Managers, Statutory Agent, and any other position;


 


(e)          A
Closing certificate, executed by Sellers, certifying to the accuracy of Sellers’ representations and warranties under this
Agreement as of the Closing; and


 


(f)          Such
other documents and instruments reasonably required or requested to complete the Closing of this transaction, specifically including
the replacement of account signatories contemplated in Section 6 above.


 


In addition,
at least two business days prior to the earlier of (i) the expiration of the Confirmatory Diligence Period or (ii) the Closing,
Sellers shall deliver to the Buyer a complete set of disclosure schedules.


 


18.          Records;
Document Storage.


 


18.1          Storage.
Buyer will maintain at its expense all Company records and documents for the period of all applicable statutory limits. Sellers
shall hold Buyer harmless from any loss, damage, or expense, relating to Buyer’s storage of the documents, so long as Buyer
does not intentionally destroy any records prior to expiration of any requisite statutory limit.


 


18.2          Access
to Records. After the Closing Date, Sellers shall have reasonable access to records which may be in Buyer’s possession
and which relate to operation of the Business prior to the Closing Date for the purpose examination, copying and use, at Sellers’
cost, in connection with Sellers’ accounting, auditing, or tax purposes.


 






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19.          Risk
of Loss Prior to Closing Date. Buyer shall, at its election, be relieved from the obligations recited in the Agreement
in the event that, before the Closing of the transaction, the properties to be acquired by Buyer, or any substantial part thereof,
or the operation of the Business, shall be materially adversely affected by any substantial loss from any cause whatsoever, including,
but not limited to fire, accident, acts of God, explosion, earthquake, windstorm, flood, war, embargo, condemnation or threat thereof,
confiscation or threat thereof, or any order of the federal, state or local government, or other governmental subdivision.


 


20.          No
Brokerage. All parties acknowledge and agree that no brokerage fees or other commissions are due and payable as a result
of this transaction, and that no party is represented by any broker. Each party shall indemnify the other against any claim for
commissions or fees made by a third party in violation of this Section.


 


21.          Notices.
All notices hereunder shall be in writing and shall be deemed given only if delivered personally or mailed by registered or certified
mail, postage prepaid, addressed as respectively indicated below. The parties may, by notice as provided herein, designate other
or different addresses to which notices shall be given and all notices shall thereafter be sent to such party at the address so
established. Notices shall be addressed as follows:


  


If to Sellers: 


Cheryn K. Robins and Vernon G. Robins 


2317 E. Dry Wood Rd. 


Phoenix, 85024 


Tel: 602.738.0482 


Email: rockinrobins@yahoo.com 


 


and copy to:


Dalon J. Morgan 


Pinnacle Plan Law Center, PLC 


7025 N. Scottsdale Rd., ste. 115 


Scottsdale, AZ  85253 


Tel.: 480.513.0466  


Facs.: 480.922.7477  


Email: djm@dalonmorgan.com


 


If to Buyer: 


John Quandahl, CEO 


Western Capital Resources, Inc. 


11550 I Street, Suite 150 


Omaha, NE 68137 


Tel: 402.551.8888 


Email: johnq@wcrimail.com 


 


and copy to:


Paul Chestovich


Maslon LLP


3300 Wells Fargo Center


90 South Seventh Street 


Minneapolis, MN 55402 


Tel.: 612.672.8305  


Facs.: 612.642.8305 


Email: Paul.Chestovich@maslon.com


 






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22.          Escrow
Instructions. This Agreement shall constitute and be used as escrow instructions. The
parties agreed to deliver a signed copy of this Agreement to Terry-Ann Shepstead, Branch Manager, American Title Service Agency,
LLC (“Escrow Agent”), within three (3) days of the execution of this Agreement. All documents necessary to
close this transaction shall be executed promptly by Seller and Buyer in the standard form used by Escrow Agent. All escrow fees,
closing and escrow costs, unless otherwise stated herein, shall be allocated between Seller and Buyer in accordance with local
custom and applicable laws and regulations. Escrow Agent shall provide the parties and their respective representatives access
to escrowed materials and information regarding the escrow. Any documents necessary to close the escrow may be signed in counterparts,
each of which shall be effective as an original upon execution, and all of which together shall constitute one and the same instrument.


 


23.          Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard
to its choice of law provisions.


 


24.          Partial
Invalidity. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
such provision shall be deemed to be modified to the minimum extent necessary to make the provision valid and enforceable. Such
holding will not invalidate or render unenforceable any other provision.


 


25.          Other
Rules of Construction. Words in the singular include the plural and in the plural include the singular. Words importing
any gender include the other gender. The word “or” is not exclusive. The word “including” means including,
without limitation. This Agreement is not to be construed against the drafting party.


 


26.          Counterparts.
This Agreement may be executed in multiple counterparts, and when a counterpart has been executed by each of the parties hereto,
such counterparts, taken together, shall constitute a single agreement. Duplicate and/or faxed or emailed originals may also be
utilized, each of which shall be deemed an original document.


 


27.          Complete
Agreement. This Agreement (including the Schedules attached and which are by reference incorporated herein) contains the
complete agreement between Buyer and Sellers with respect to the subject matter described in the Agreement, and supersedes any
prior understandings, letters of intent, agreements or representations by or between the parties, whether written or oral. From
the Closing, Sellers will have no further interest in the Companies’ operation, and Sellers’ interests fully severed
and dissolved. The terms of this Agreement are intended to incorporate the terms of the Letter of Intent, dated May 11, 2015 between
the parties (“LOI”), and to expand on such terms as required in a transaction of this nature. To the extent
there is a conflict between the LOI and this Agreement, the term of this Agreement shall govern


 






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28.          Binding
Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective trustees, successors
and assigns.


 


29.          Expense
of This Agreement. Each of the parties agrees that each party shall be responsible for their own fees, expenses and legal
costs in association with this Agreement.


 


30.          Confidentiality.


 


(a)          General.
The parties acknowledge that it is in their mutual best interest to maintain the strict confidentiality of this transaction, and
to act as quickly as possible to close the Agreement before details are revealed to the public or within the cellular market. The
parties shall not reveal to anyone, other than as may be mutually agreed in writing or otherwise required by law, the existence
of this Agreement or any of the terms and conditions of this Agreement until the Closing Date, and shall cause their respective
officers, employees, agents, attorneys, etc. to comply with such confidentiality requirements. Buyer shall exercise absolute best
efforts in maintaining strict confidentiality while performing its due diligence. In addition, neither party will make any comments
or statements that disparage the reputation, skills, or goodwill of the other.


 


(b)          Securities
Compliance.  Sellers acknowledge that United States securities laws prohibit any person
or firm having material non-public information about a public reporting corporation such as Buyer (including a possible transaction
involving Buyer) from (i) purchasing or selling securities of such corporation in reliance on such information, or (ii) communicating
such information to any other person or firm under circumstances in which it is reasonably foreseeable that such other person
or firm is likely to purchase or sell securities of such corporation in reliance on such information.  Accordingly, Sellers
agree, for so long as they have any material non-public information regarding Buyer, not to (y) purchase or sell securities of
Buyer, or (z) furnish or communicate such information to any person or firm under circumstances in which it is reasonably foreseeable
that such person or firm is likely to purchase or sell securities of Buyer in reliance thereon. 


 


31.          Arbitration
of Disputes. Any dispute or claim in law or equity arising out of this contract or any resulting transaction shall be decided
by neutral binding arbitration in accordance with the rules of the American Arbitration Association, and not by court action except
as provided by Arizona law for judicial review of arbitration proceedings. By initialing in the space below Buyer and Sellers agree
to have any dispute arising out of the matters included in the “Arbitration of Disputes” provision decided by neutral,
binding arbitration as provided by Arizona law and are giving up any rights they may possess to have the dispute litigated in a
court or jury trial. By initialing in the space below Buyer and Sellers are giving up judicial rights to discovery and appeal;
unless those rights are specifically included in the “Arbitration of Disputes” provision. If Buyer or Sellers refuse
to submit to arbitration after agreeing to this provision, such party may be compelled to arbitrate under the authority of the
Arizona code of civil procedure. Agreement to this arbitration provision is voluntary. We have read and understand the foregoing
and agree to submit disputes arising out of the matters included in the “Arbitration of Disputes” provisions to neutral,
binding arbitration.


 






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Buyer _______               Sellers
_______                 _______              
   _______


 


32.          
Attorneys’ Fees. In the event of litigation or arbitration proceedings brought by any party to enforce the
terms of this Agreement or otherwise relating directly or indirectly to this Agreement, the prevailing party, in addition to any
and all other rights and remedies, will be entitled to recover its reasonable attorneys’ fees incurred. 


 


33.          Further
Assurances. Sellers shall, at any time and from time to time at and after the Closing, upon request of Buyer and without
additional consideration, take any and all steps reasonably necessary to place Buyer in possession and operating control of the
Business and its various assets and accounts, and Sellers will do, execute, acknowledge and deliver, or will cause to be done,
executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may
be reasonably required for the more effective transfer and confirmation to Buyer of title and possession of the Sellers’
Member Interests. 


 


34.          Time
of Essence. Time is of the essence with respect to the performance of all terms, covenants, conditions and provisions
of this Agreement. 


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK. SIGNATURES FOLLOW]


 






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The parties have executed this Agreement
on the year and date first above written. 





	 	 	 	 	 
	BUYER:	 	SELLERS:
	PQH Wireless, Inc.	 	 
	 	 	 	 	 
	By	      /s/ John Quandahal	 	 	/s/ Cheryn K. Robins
	John Quandahl, CEO	 	Cheryn
                                         K. Robins


Individually
and Trustee


Robins
Family Trust, dated October 21, 2010


	 	 	 	 	 
	 	 	 	 	/s/ Vernon G. Robins
	 	 	 	Vernon G. Robins

    Individually and Trustee

    Robins Family Trust, dated October 21, 2010
	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 	 	 
	Green Communications, LLC,	 	Green Communications, LLC,
	a Washington limited liability company	 	an Oregon limited liability company
	 	 	 	 	 
	By	   /s/ Cheryn K. Robins	 	By	    /s/ Cheryn K. Robins
	Cheryn K. Robins, Manager	 	Cheryn K. Robins, Manager
	 	 	 	 	 
	By	     /s/ Vernon G. Robins	 	By	     /s/ Vernon G. Robins
	Vernon G. Robins, Manager	 	Vernon G. Robins, Manager
	 	 	 	 	 
	Green Communications, LLC,	 	Go Green, LLC,
	an Arizona limited liability company	 	an Arizona limited liability company
	 	 	 	 	 
	By	   /s/ Cheryn K. Robins	 	By	   /s/ Cheryn K. Robins
	Cheryn K. Robins, Manager	 	Cheryn K. Robins, Manager
	 	 	 	 	 
	By	     /s/ Vernon G. Robins	 	By	    /s/ Vernon G. Robins
	Vernon G. Robins, Manager	 	Vernon G. Robins, Manager



  






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