1.01. Entry into a Material Definitive Agreement.
December 4, 2022, Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), and its wholly owned subsidiary,
Wireless Telecommunications Group, LTD, a company organized under the laws of England and Wales (“Holdings”), entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with E-Space Acquisitions LLC, a Delaware limited liability company
(“Buyer”), and eSpace Inc., a Delaware corporation, as guarantor. The Purchase Agreement provides for the purchase by the
Buyer of 100% of the issued and outstanding equity interests of Holdings (the “Securities”) from the Company. The board of
directors or other governing body of each of the Company and the Buyer has unanimously approved the Purchase Agreement and the transactions
contemplated thereby (collectively, the “Transaction”).
the closing of the Transaction (the “Closing”), under the terms of the Purchase Agreement, the purchase price for the Securities
is estimated to be approximately $14.5 million, inclusive of $13.75 million in cash consideration and a $750,000 note payable, subject
to agreed-upon reductions. The Buyer intends to pay the purchase price using a combination of cash on hand and borrowings from a credit
Closing is subject to customary closing conditions, including regulatory approvals and absence of legal impediments. The Purchase Agreement
contains customary restrictions on the Company’s ability to solicit alternative acquisition proposals from third parties and to
provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative
acquisition proposals. The Purchase Agreement also contains customary covenants, including with respect to conduct of the business in
the ordinary course.
Purchase Agreement contains certain termination rights for both the Buyer and the Company, including that, subject to certain limitations,
(i) the Company or the Buyer may terminate the Purchase Agreement if the Transaction is not consummated by Janaury 31, 2023, (ii) the
Buyer and the Company may mutually agree to terminate the Purchase Agreement, and (iii) the Buyer or the Company may terminate the Purchase
Agreement if there is a breach of the representations, warranties or covenants that would render certain closing conditions incabable
of being satisfied, among other things.
Company also agreed not to, directly or indirectly, (i) engage in any activities that compete with Holdings’ business and (ii)
hire or solicit any employee, independent contractor, or consultant of Holdings’ business for a period of five years from the closing
date, subject to certain carve-outs.
Purchase Agreement contemplates that Buyer will obtain representation and warranty insurance to cover any breach of the Company’s
representations. The Company will have no indemnification obligations to the Buyer for representation and warranty breaches or pre-closing
covenants following the closing of the Transaction, other than in the case of fraud.
foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is attached as Exhibit 10.1 and is
incorporated herein by reference.
Purchase Agreement contains representations and warranties by each of the Buyer, the Company and Holdings. These representations and
warranties were made solely for the benefit of the parties to the Purchase Agreement and:
not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements
prove to be inaccurate;|
have been qualified in the Purchase Agreement by disclosures that were made to the other party in connection with the negotiation
of the Purchase Agreement;|
apply contractual standards of “materiality” that are different from “materiality” under applicable securities
made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement.|