SOURCE: Concierge Technologies, Inc.

CONCIERGE TECHNOLOGIES INC - 8-K

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2013

_______________________________

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_______________________________

 

Nevada

333-38838

95-4442384

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

29115 Valley Center Road #K-206 Valley Center, CA 92082
(Address of Principal Executive Offices) (Zip Code)

(866) 800-2978
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

?

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

?

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

?

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

?

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 1.01              ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Share Exchange Agreement

 

On January 30, 2013 (the “Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) with the minority shareholders (the “Stockholders”) of Wireless Village, Inc., a Nevada corporation (“Wireless Village”), a majority owned subsidiary of the Company. Pursuant to the Exchange Agreement, the Stockholders transferred 817 issued and outstanding shares of common stock of Wireless Village to the Company in exchange (the “Exchange”) for an aggregate of ten million (10,000,000) shares of Series B preferred stock of the Company, par value $0.001 per share (the “Exchange Shares”).  The Exchange Shares, after two hundred seventy (270) days from the date of issuance, are convertible into shares of common stock of the Company at a conversion rate of 1:20 shares of common stock of the Company.

The consideration issued in the Exchange was determined as a result of arm’s-length negotiations between the parties.

The Exchange Shares issued to the Stockholders in the Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration provided by Section 4(2) of thereof and Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering.  These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  Certificates representing these securities contain a legend stating the same.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement filed as Exhibit 2.1 to this report and incorporated herein by reference.

Share Redemption Agreement 

On January 30, 2013 (the “Closing Date”), the Company entered into a share redemption agreement (the “Redemption Agreement”) with a shareholder (the “Shareholder”) for the redemption of 1,101,591 shares of Series B preferred stock of the Company owned by the Shareholder. In exchange for the redemption of the 1,101,291 shares of Series B preferred stock of the Company from the Shareholder, the Company will assign to the Shareholder all of the shares of common stock of the Company’s wholly owned subsidiary, Planet Halo, Inc., a Nevada corporation, and forgive all inter-company debt owed by Planet Halo, Inc. to the Company (the “Redemption Consideration”).  As a result of the Redemption Agreement, the number of issued and outstanding shares of Series B preferred stock of the Company shall be decreased by 1,101,591 shares.

The consideration issued in the Redemption Agreement was determined as a result of arm’s-length negotiations between the parties. 

The foregoing description of the Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Redemption Agreement filed as Exhibit 2.2 to this report and incorporated herein by reference.

 

ITEM 2.01              COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

 

The information set forth above in Item 1.01 is hereby incorporated by reference in its entirety into this Item 2.01.

Acquisition of Wireless Village

On January 30, 2013, the Company acquired all of the issued and outstanding shares of capital stock of Wireless Village not previously owned by the Company pursuant to the Exchange Agreement.

The Company believes that the assets of Wireless Village acquired in the Exchange will be advantageous to the Company in further developing its information technology and software implementation services and growing its revenue streams.

Disposition of Planet Halo, Inc.

On January 30, 2013, the Company disposed of all of the issued and outstanding shares of common stock of Planet Halo, Inc., a wholly owned subsidiary of the Company, pursuant to the Redemption Agreement.

The Company believes the disposition of Planet Halo, Inc. is in the best interest of the shareholders of the Company as Planet Halo, Inc. had no current operations since the Company discontinued its wireless broadband access business. All current operations of the Company are through its Wireless Village subsidiary. In return, the Company redeemed a substantial number of shares of Series B preferred stock from a shareholder that could have been converted into shares of common stock of the Company.

ITEM 3.02              UNREGISTERED SALE OF EQUITY SECURITIES

Pursuant to the Exchange Agreement, the Company issued the Exchange Shares to the Stockholders as consideration for their collective minority interest in Wireless Village.  None of the Exchange Shares were registered under the Securities Act. The foregoing description of the issuance of unregistered equity securities in connection with the Exchange does not purport to be complete and is qualified in its entirety by reference to Item 1.01 above and to the complete text of the Exchange Agreement filed as Exhibit 2.1 to this report and incorporated herein by reference.

ITEM 9.01              FINANCIAL STATEMENTS AND EXHIBITS

 

 

 No.

 

Description 

2.1

 

Share Exchange Agreement dated January 18, 2013

2.2

 

Share Redemption Agreement dated January 19, 2013

99.1

 

Press Release, January 31, 2013, announcing the closing of the Share Exchange Agreement and Share Redemption Agreement.

 

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  January 31, 2013

Concierge Technologies, Inc.

 

By

/s/ David Neibert

 

 

Name: David Neibert
Title: Chief Executive Officer

 

 

 

EXHIBIT 2.1

SHARE EXCHANGE AGREEMENT

 

THIS SHARE EXCHANGE AGREEMENT (“Agreement”), dated January 18, 2013, is by and among Concierge Technologies, Inc., a Nevada corporation (“Concierge”), and the individuals and entities listed on Exhibit “A” attached hereto and incorporated by reference herein (the “Stockholders”). Concierge and the Stockholders shall be referred to herein in the singular as a “Party” and collectively as the “Parties.”

 

              RECITALS:

 

 

 

 

WHEREAS,

 

as of the date of this Agreement, Wireless Village, Inc., a Nevada corporation (“Wireless Village”) has issued and outstanding a total of 1667 shares of common stock;

 

 

 

 

 

WHEREAS,

 

the Stockholders, in the aggregate, are the record and beneficial owners of 817 shares of the issued and outstanding common stock of Wireless Village (the “Shares”);

 

 

 

 

 

WHEREAS,

 

Concierge is the record and beneficial owner of the remaining 850 shares of the issued and outstanding common stock of Wireless Village and Concierge desires to acquire the Shares to cause Wireless Village to become a wholly-owned subsidiary of Concierge;

 

 

 

 

 

WHEREAS,

 

the Stockholders desire to exchange their ownership of the Shares for shares of Series B preferred stock of Concierge and Concierge desires to issue shares of Series B preferred stock of Concierge at a rate of 12,239.9:1 in exchange for each of the Shares for a total of 10,000,000 Series B preferred shares of Concierge to be issued to the Stockholders for the Shares, upon the terms and subject to the conditions set forth in this Agreement (the “Share Exchange”); and

 

 

 

 

 

WHEREAS,

 

the Parties desire the transaction to qualify as a tax-free transaction under the Internal Revenue Code of 1986, as amended.

 

 

 

 

 

NOW,

 

THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements as set forth herein, the Parties agree as follows:

 

AGREEMENT:

 

              ARTICLE I

              EXCHANGE OF STOCK

 

1.1.

 

Exchange of Stock.

 

(a)

 

Subject to and upon the terms and conditions of this Agreement, at the Closing (as defined hereafter) or within a reasonable time thereafter, the Stockholders hereby agree to sell, convey, transfer and assign and deliver to Concierge the 817 shares of common stock duly and validly issued, fully paid and non-assessable common stock of Wireless Village owned by the Stockholders free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever (the “Shares”).

 

 

 

 

 

(b)

 

In exchange for the delivery of the Shares owned by the Stockholders, Concierge shall issue to the Stockholders a total of 10,000,000 shares of Series B preferred stock of Concierge (the “Exchange Shares”), duly and validly issued, fully paid and non-assessable on a pro rata basis as described in Exhibit “A.” After two hundred seventy (270) days from the date of issuance to Stockholders, each of the Exchange Shares shall be convertible into shares of common stock of Concierge at a conversion rate of 1:20 for a total of 200,000,000 shares of common stock of Concierge upon conversion of all of the Exchange Shares to be issued to Stockholders.

 

 

 

 

 

(c)

 

Each share of the Exchange Shares to be issued to Stockholder under this Agreement shall bear the following legend:

 

"

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO PURCHASERS OF THE SECURITIES THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS."

 

1.2.

 

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Concierge at 9:00 a.m. on January 30, 2012, or such other date and at such other time as may be agreed in writing between the Parties. The date and time of the Closing are herein referred to as the “Closing Date.”

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

 

The Stockholders represent and warrant to Concierge as follows:

 

 

 

 

2.1.

 

Ownership of the Shares. Each Stockholder listed on Exhibit “A” is the record and beneficial owner of the Shares listed next to his, her or its name, free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever. Each Stockholder is not subject to, or a party to, any Articles of Incorporation or Bylaws provisions, shareholder control agreements, buy-sell agreements, contracts, instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the voting, sale or other disposition of his, her or its Shares.

 

 

 

 

 

2.2.

 

Authority to Transfer. Each Stockholder has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to Concierge valid, lawful and marketable title to his, her or its Shares to be sold, assigned and transferred by said Stockholder pursuant to this Agreement. Each Stockholder represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to said Stockholder.

 

 

              ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF CONCIERGE

 

Concierge represents and warrants to the Stockholders as follows:

 

 

 

 

3.1.

 

Organization, Standing and Authority; Foreign Qualification. Concierge is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to conduct its business as presently conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

 

 

 

 

 

3.2.

 

Corporate Authorization. The execution, delivery and performance by Concierge of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Concierge, and this Agreement constitutes a valid and binding agreement of Concierge.

 

 

 

             

 

3.3

 

Approval. Concierge has all necessary powers and is duly authorized to acquire the Shares in exchange for the Exchange Shares as specified in this Agreement. Concierge has taken all action required to authorize and approve the execution and delivery of this Agreement, the issuance of the Exchange Shares and the consummation by Concierge of the transaction contemplated hereby.

 

 

 

 

 

3.4

 

Board Positions. At Closing, the Stockholders shall have the right to appoint four (4) individuals to the Board of Directors of Concierge, and Concierge shall ensure its officers and directors take any action necessary to make available four (4) seats on the Board of Directors of Concierge.

 

              ARTICLE IV

CLOSING DOCUMENTS

 

4.1

 

Deliveries of the Stockholders. The Stockholders shall deliver to Concierge all of the following, executed as appropriate:

 

 

 

 

 

(a)

 

an executed copy of this Agreement; and

 

 

 

 

 

(b)

 

stock certificate(s) representing each Stockholder’s Shares for the number of shares described in Exhibit “A” with an executed blank stock power.

 

 

 

 

 

4.2

 

Deliveries of Concierge. Concierge shall deliver to the Stockholders all of the following, executed as appropriate:

 

 

 

 

 

(a)

 

an executed copy of this Agreement; and

 

 

 

 

 

(b)

 

stock certificate(s) representing each Stockholder’s pro rata share of the Exchange Shares as described in Exhibit “A.”

 

ARTICLE V

              INDEMNIFICATION

 

5.1

 

By Concierge. Concierge agrees to indemnify, reimburse, defend and hold harmless the Stockholders from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties, costs of mitigation, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing less any undisputable net tax benefits recognized by the party seeking indemnification as a result of the matter which is the subject of the indemnification claim (collectively, the “Damages”), incurred in connection with, arising out of, resulting from or incident to:

 

 

 

 

 

(a)

 

Any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by Concierge in this Agreement or any other document delivered by Concierge;

 

 

 

 

 

(b)

 

Any breach of or failure by Concierge to perform any covenant or obligation of Concierge set out or contemplated in this Agreement or any other document delivered by Concierge; or

 

 

 

 

 

5.2

 

By the Stockholders. Each Stockholder agrees to indemnify, reimburse, defend and hold harmless Concierge, from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:

 

 

 

 

 

(a)

 

Any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by such Stockholder in this Agreement or any other document delivered by such Stockholder; or

 

 

 

 

 

(b)

 

Any breach of or failure by such Stockholder to perform any covenant or obligation of such Stockholder set out or contemplated in this Agreement or any other document delivered by such Stockholder.

 

 

 

             

 

ARTICLE VI

              MISCELLANEOUS

 

6.1

 

Survival of Representations and Warranties. The representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered to the Stockholders and Concierge in connection with this Agreement will survive the consummation of the transaction contemplated hereby.

 

 

 

 

 

6.2.

 

Expenses. Concierge and the Stockholders will each pay all of their respective legal and other expenses incurred in the preparation of this Agreement and the performance of the terms and conditions hereof.

 

 

 

 

 

6.3.

 

Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California, without regard to conflicts of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved by one arbitrator as mutually agreed upon by the Parties before the American Arbitration Association in Orange County, California. The prevailing Party shall be entitled to all reasonable costs and expenses, including, but not limited to, attorneys’ fees and costs.

 

 

 

 

 

6.4.

 

Entire Agreement. This Agreement, including the other documents referred to herein which form a part hereof, contains the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement supersedes all prior agreements and undertakings between the Parties with respect to such subject matter. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the Party to be bound thereby.

 

 

 

 

 

6.5.

 

Severability of Invalid Provision. If any one or more covenants or agreements provided in this Agreement should be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall in no way affect the validity of the other provisions of this Agreement.

 

 

 

 

 

6.6.

 

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

 

 

 

 

 

6.7.

 

Section Headings. Section headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of the provisions hereof.

 

 

 

 

 

6.8.

 

Counterparts. This Agreement may be executed in one or more counterparts, and shall become effective when one or more counterparts have been signed by each of the Parties.

 

 

 

 

 

6.9.

 

Waiver. Waiver by any Party hereunder of any breach of or failure to comply with any provision of this Agreement by the other Party shall not be construed as, or constitute a continuing waiver of, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement.

 

 

 

 

 

6.10.

 

Non-exclusivity. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive and shall be in addition to any and all other rights, remedies, powers and privileges granted by law, rule, regulation or instrument.

 

 

 

 

 

6.11.

 

Notices. All notices, requests, consents and other communications required or permitted hereunder must be in writing and must be personally delivered, mailed first-class postage prepaid, registered or certified mail, or delivered by a nationally recognized overnight courier:

 

If to the Stockholders, at:

 

The address listed next to his, her or its name on Exhibit “A”

 

If to Concierge, at:

 

29115 Valley Center Road, #K-206

Valley Center, CA 92082

Attn: Dave Neibert

 

With a copy to:

Horwitz Cron & Armstrong, LLP

26475 Rancho Parkway South

Lake Forest, CA 92630

Attn: Lawrence M. Cron, Esq.

 

Or to such other address as any Stockholder and Concierge may specify to the other by written notice, and such notices and other communications will be treated as being effective or having been given when delivered, if personally delivered, or when received, if sent by mail.

 

[Signatures of following page]

 

 

 

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first above written.

CONCIERGE:

STOCKHOLDERS:

 

 

 

 

 David Neibert

Peter Park

President

 

 

 

 

 

 

Nelson Choi

 

 

 

 

 

 

 

Edward Wu

 

 

 

 

 

 

 

Tibet System Co.

 

 

 

By:

 

Title:

 

 

 

 

 

 

 

Gonzalez & Kim

 

 

 

By:

 

Title:

 

 

 

 

EXHIBIT A

 

Name

Address for Notice

Number of Wireless Village Shares Exchanged

Wireless Village Stock Certificate No.

Number of Shares Issued in Concierge

Peter Park

15 Berryessa Way

Hillsborough, CA

94010

 

180

20

2,203,182

Nelson Choi

2571 Olympic Dr.

San Bruno, CA

94066

 

180

19

2,203,182

Edward Wu

1309 Wayne Way

San Mateo, CA

94403

 

180

18

2,203,182

Tibet System Co.

6F, Lotte it Castle 2nd 550-1

Gasan-dong, Geum Cheon-gu, Seoul Korea

 

40

22

489,596

Gonzalez & Kim

150 Clement St.

San Francisco, CA

94118

 

237

21

2,900,856

 

 

 

EXHIBIT 2.2

STOCK REDEMPTION AGREEMENT

 

THIS STOCK REDEMPTION AGREEMENT (“Agreement”), dated January 19, 2013, is by and between Concierge Technologies, Inc., a Nevada corporation (“Company”) and Edward Wu, an individual ( “Shareholder”).

 

              RECITAL:

 

WHEREAS,

 

Shareholder is the owner of 1,101,591 shares of Series B preferred stock of the Company (the “Shares”);

 

 

 

 

 

WHEREAS,

 

Shareholder and the Company desire to redeem the Shares upon the terms and subject to the conditions set forth in this Agreement.

 

 

 

 

 

NOW,

 

THEREFORE, the parties agree as follows.

 

              ARTICLE I

              REDEMPTION OF STOCK

 

1.1.

 

Redemption of Shares. Shareholder hereby agrees to sell, convey, transfer, assign and deliver to the Company on the Closing Date (as defined in Section 1.3), free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever, the Shares of duly and validly issued, fully paid and nonassessable common stock of the Company, representing all of the shares of Series B preferred shares of the Company owned by Shareholder.

 

 

 

 

 

1.2

 

Redemption Consideration. In exchange for Shares, the Company agrees to sell, convey, transfer, assign and deliver to Shareholder on the Closing Date (as defined in Section 1.4), free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever, 1,214,736 shares duly and validly issued, fully paid and non-assessable common stock of Planet Halo, Inc., a wholly owned subsidiary of the Company, representing all of the issued and outstanding shares of Planet Halo, Inc. (the “Planet Halo shares”). The Company further agrees to cancel and release Planet Halo, Inc. of all inter-company debt owed by Planet Halo, Inc. to the Company (the “Inter-Company Debt Forgiveness”). The Planet Halo Shares and Inter-Company Debt Forgiveness shall collectively be referred to as the “Redemption Consideration”.

 

 

 

 

 

1.3.

 

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of the Company at 9:00 a.m. on January 31, 2013, or such other date and at such other time as may be agreed in writing between the parties. The date and time of the Closing are herein referred to as the “Closing Date.”

 

 

 

 

              ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

 

Shareholder represents and warrants to the Company as follows:

2.1.

 

Ownership of the Shares. Shareholder is the record and beneficial owner of the Shares free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever and Shareholder is not subject to, or a party to, any Articles of Incorporation or Bylaws provisions, shareholder control agreements, buy-sell agreements, contracts, instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the voting, sale or other disposition of such Shares.

 

 

 

 

 

2.2.

 

Authority of Shareholder. Shareholder has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to the Company valid, lawful and marketable title to the Shares to be sold, assigned and transferred by Shareholder pursuant to this Agreement. Shareholder represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to Shareholder or any of his assets or property or business.

 

 

 

 

 

2.3.

 

Title. Upon delivery to the Company of certificates representing all of the Shares, the Company will acquire lawful, valid and marketable title to the Shares free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever.

 

 

 

 

 

2.4.

 

Prohibitions of Transactions. Shareholder is not presently a party to or subject to or bound by any agreement or any judgment, order, writ, injunction or decree of any court or any governmental body which contains any provision which would or could operate to prevent the carrying out of this Agreement or the transactions contemplated hereby. There are no actions, suits, proceedings at law or in equity by any person or entity, or any arbitration or administrative proceeding or other proceeding pending or threatened, which could prevent consummation of the transactions contemplated by this Agreement.

 

 

 

              ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

The

 

Company represents and warrants to Shareholder as follows:

 

 

 

 

 

3.1.

 

Approval. The Company has all necessary corporate power and is duly authorized to purchase, acquire and accept the Shares as specified in this Agreement. The Company has taken all action required to authorize and approve the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby.

 

 

 

 

 

3.2.

 

Authority of Company. The Company has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to the Company valid, lawful and marketable title to the Planet Halo Shares to be sold, assigned and transferred by the Company pursuant to this Agreement. The Company represents that neither the execution and delivery of this Agreement or any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to the Company or any of its assets or property or business.

 

 

 

 

 

3.3.

 

Title. Upon delivery to Shareholder of certificates representing all of the Planet Halo Shares, the Company will acquire lawful, valid and marketable title to the Planet Halo Shares free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever.

 

 

 

 

 

3.4.

 

Prohibitions of Transactions. The Company is not presently a party to or subject to or bound by any agreement or any judgment, order, writ, injunction or decree of any court or any governmental body which contains any provision which would or could operate to prevent the carrying out of this Agreement or the transactions contemplated hereby. There are no actions, suits, proceedings at law or in equity by any person or entity, or any arbitration or administrative proceeding or other proceeding pending or threatened, which could prevent consummation of the transactions contemplated by this Agreement.

 

              ARTICLE IV

CLOSING DOCUMENTS

 

 

 

 

5.1

 

Deliveries of Shareholder. Shareholder shall deliver to the Company on the Closing Date all of the following, executed as appropriate:

 

 

 

 

 

(a)

 

The stock certificate(s) representing the Shares duly endorsed for transfer or accompanied by an executed stock power.

 

 

 

 

 

5.2

 

Deliveries of Buyer. The Company shall deliver to Shareholder on the Closing Date all of the following, executed as appropriate:

 

 

(a)

The stock certificate(s) representing the Planet Halo Shares duly endorsed for transfer or accompanied by an executed stock power; and

 

 

(b)

Documentation of the release of the Inter-Company Debt by the Company.

 

              ARTICLE VI

INDEMNIFICATION

 

4.1

 

By Company. The Company agrees to indemnify, reimburse, defend and hold harmless the Shareholder from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties, costs of mitigation, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing less any undisputable net tax benefits recognized by the party seeking indemnification as a result of the matter which is the subject of the indemnification claim (collectively, the “Damages”), incurred in connection with, arising out of, resulting from or incident to:

 

 

 

 

 

(a)

 

Any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by the Company in this Agreement or any other document delivered by the Company;

 

 

 

 

 

(b)

 

Any breach of or failure by the Company to perform any covenant or obligation of the Company set out or contemplated in this Agreement or any other document delivered by the Company; or

 

 

 

 

 

4.2

 

By Shareholder. Shareholder agrees to indemnify, reimburse, defend and hold harmless the Company, from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:

 

 

(a)

Any breach of or any inaccuracy in (or any alleged breach of or inaccuracy in) any representation or warranty made by such Stockholder in this Agreement or any other document delivered by Shareholder;

 

 

(b)

Any breach of or failure by Shareholder to perform any covenant or obligation of Shareholder set out or contemplated in this Agreement or any other document delivered by Shareholder; or

 

 

(c)

Any Damages arising from the operations, conduct or activities of Planet Halo, Inc. after the Closing.

 

 

4.3

 

Defense of Claims. If any action, claim, suit, proceeding, arbitration, order, or governmental investigation or audit (an “Action or Proceeding”) is filed or initiated by any third party against any party entitled to the benefit of indemnity hereunder (an “Indemnified Party”), Indemnified Party shall give written notice of such Action or Proceeding to the party owing indemnity hereunder (an “Indemnifying Party”) as promptly as practicable (and in any event within thirty (30) days after the service of the citation or summons in respect of such Action or Proceeding); provided, however, that the failure of any Indemnified Party to give timely notice of any Action or Proceeding shall not affect any rights to indemnification hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure.

 

After an Indemnified Party gives notice of an Action or Proceeding to an Indemnifying Party, if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of his, her or its indemnity hereunder in connection with such Action or Proceeding, then the Indemnifying Party shall be entitled, if he, she or it so elects, to take control of the defense and investigation of such Action or Proceeding and to employ and engage attorneys of his, her or its own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s cost, risk and expense (unless (i) the Indemnifying Party has failed to assume the defense of such Action or Proceeding or (ii) the named parties to such Action or Proceeding include both of the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party), and to compromise or settle such Action or Proceeding, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party may withhold such consent if, among other things, such compromise or settlement (x) would adversely affect the conduct of business of such Indemnified Party or (y) requires less than an unconditional release to be obtained. If the Indemnifying Party takes control of the defense and investigation of an Action or Proceeding under this Section 7.3, the Indemnifying Party will provide the Indemnified Party access to all records, documents and personnel of the Indemnifying Party and keep the Indemnified Party informed relating to any Action or Proceeding under this Section 4.3.

 

If (i) the Indemnifying Party fails to assume the defense of such Action or Proceeding within fifteen (15) days after the Indemnified Party gives notice thereof pursuant to this Section 4.3, or (ii) the named parties to such Action or Proceeding include both of the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party against which such Action or Proceeding has been filed or initiated will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Action or Proceeding on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Action or Proceeding shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Action or Proceeding, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement.

 

The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 4.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any Damages by reason of such settlement or judgment. Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of any Action or Proceeding under this Section 4.3, the Indemnifying Party will pay all costs and expenses in connection with the defense, compromise or settlement for such Action or Proceeding.

 

If the Indemnifying Party assumes the defense of any Action or Proceeding under this Section 4.3, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and the Indemnifying Party’s attorneys in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom; provided, however, that the Indemnified Party may, at his or its own cost, participate in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The Indemnifying Party shall pay all expenses due under this Section 4.3 as such expenses become due. In the event such expenses are not so paid, the Indemnified Party shall be entitled to settle any Action or Proceeding under this Section 4.3 without the consent of the Indemnifying Party and without waiving any rights the Indemnified Party may have against the Indemnifying Party.

 

4.4

 

Claims. After becoming aware of a claim for indemnification under this Article IV not involving any Action or Proceeding of the type described in Section 4.3, the Indemnified Party shall give notice to the Indemnifying Party of such claim and the amount the Indemnified Party will be entitled to receive hereunder from the Indemnifying Party; provided, however, that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Article IV except to the extent (if any) that the Indemnifying Party shall have been actually prejudiced thereby. If the Indemnified Party does not receive an objection in writing (a “Notice of Disagreement”) to such indemnification claim within thirty (30) days of receiving notice thereof, the Indemnified Party shall be entitled to recover promptly from the Indemnifying Party the amount of such claim, and no later objection by the Indemnifying Party shall be permitted. If the Indemnifying Party agrees that it has an indemnification obligation but objects in a timely-delivered Notice of Disagreement that it is obligated to pay only a lesser amount, the Indemnified Party shall nevertheless be entitled to recover promptly from the Indemnifying Person the lesser amount, without prejudice to the Indemnified Party’s claim for the difference.

 

              ARTICLE V

              MISCELLANEOUS

 

 

 

 

5.1.

 

Survival of Representations and Warranties. The representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered to the Company, Shareholder or Investor in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby.

 

 

 

 

 

5.2.

 

Expenses. The Company and Shareholder will each pay all of their respective legal and other expenses incurred in the preparation of this Agreement and the performance of the terms and conditions hereof.

 

 

 

 

 

5.3.

 

Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws (and not the law of conflicts) of the State of California.

 

 

 

 

 

5.4.

 

Entire Agreement. This Agreement, including the other documents referred to herein which form a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly provided for herein. This Agreement supersedes all prior agreements and undertakings between the parties with respect to such subject matter. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.

 

 

 

5.5.

 

Severability of Invalid Provision. If any one or more covenants or agreements provided in this Agreement should be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall in no way affect the validity of the other provisions of this Agreement.

 

 

 

 

 

5.6.

 

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

 

 

 

 

 

5.7.

 

Section Headings. Section headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of the provisions hereof.

 

 

 

 

 

5.8.

 

Counterparts. This Agreement may be executed in one or more counterparts, and shall become effective when one or more counterparts have been signed by each of the parties.

 

 

 

 

 

5.9.

 

Waiver. Waiver by any party hereunder of any breach of or failure to comply with any provision of this Agreement by the other party shall not be construed as, or constitute a continuing waiver of, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement.

 

 

 

 

 

5.10.

 

Non-exclusivity. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive and shall be in addition to any and all other rights, remedies, powers and privileges granted by law, rule, regulation or instrument.

 

 

 

 

 

5.11

 

Notices. All notices, requests, consents and other communications required or permitted hereunder must be in writing and must be personally delivered, mailed first-class postage prepaid, registered or certified mail, or delivered by a nationally recognized overnight courier:

 

 

 

If to the Shareholder:

 

Edward

 

Wu

 

1309

 

Wayne Way

 

San

 

Mateo, CA 94403

 

 

 

 

 

If

 

to the Company, at:

 

 

 

 

 

Concierge

 

Technologies, Inc.

 

29115

 

Valley Center Road, Suite K-206

 

Valley

 

Center, CA 92082

 

Attn.

 

David Neibert, Chief Executive Officer

 

 

 

 

 

With

 

a copy to:

 

 

 

 

 

Horwitz

 

Cron & Armstrong, LLP

 

26475

 

Rancho Parkway South

 

Lake

 

Forest, CA 92630

 

Attn:

 

Lawrence M. Cron, Esq.

 

Or to such other address as Shareholder or the Company may specify to the other by written notice, and such notices and other communications will be treated as being effective or having been given when delivered, if personally delivered, or when received, if sent by mail.

 

Remainder of page intentionally left blank  

 

 

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the day and year first above written.

 

 

 

 

 

 

 

COMPANY:

 

 

 

 

 

CONCIERGE

 

TECHNOLOGIES, INC.

 

 

 

 

 

 

 

 

 

 

 

___________________________________

 

By:

 

David Neibert

 

Title:

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDER:

 

 

 

 

 

EDWARD

 

WU

 

 

 

 

 

 

 

 

 

 

 

___________________________________

 

 

 

 

EXHIBIT 99.1

Concierge Technologies Buys Out Minority Shareholders in Janus Cam

 

January31, 2013, San Francisco, CA. Concierge Technologies, Inc. (OTCBB: “CNCG”) today announced that it has purchased all of the shares of Wireless Village db/Janus Cam that were not owned by Concierge Technologies, thus making Wireless Village once again its wholly owned subsidiary. The purchase was made through a stock-for-stock exchange whereby the minority shareholders of Wireless Village, who held approximately 49% of the equity, received in the aggregate 10,000,000 shares of Concierge Technologies Series B Convertible, Voting, Preferred stock in exchange for their shares of Wireless Village.

Wireless Village, a Nevada corporation which operates under the fictitious business name of “Janus Cam”, has been marketing video recording devices that incorporate a high-definition dual lens recorder that is captured to an integrated mini DVR along with audio and GPS-based positioning data. The devices, known generically as “drive cameras” are used as a valuable fleet management tool by the taxi and limo industry where Janus Cam has garnered a significant market share. Fleet managers are able to review synchronized video, audio, street level vehicle tracking, speed and event data to research various incidents such as speeding, collisions and impacts, driver behavior, credit card fraud and other illegal acts. Janus Cam (formerly known as 3rd Eye Cam) began operations in 2010 and has seen gross revenues grow from a modest $35,000 per year to nearly $3 million for 2012. By acquiring the minority interest in Janus Cam, Concierge is able to bring 100% of that revenue stream back onto the income statement.

Concurrent with the exchange of shares, the Board of Directors of Concierge accepted the resignations of James Kirk and Patrick Flaherty as directors and the appointment of Peter Park, Nelson Choi, Hansu Kim and Matt Gonzalez to the 7-member board. David Neibert, Allen Kahn and Samuel Wu will remain on the board as the other 3 members.

With a focus now on its core business, Janus Cam, Concierge has sold its wholly owned subsidiary Planet Halo to Edward Wu, a Concierge shareholder, in exchange for a forgiveness of inter-company debt and redemption of 1,101,591 shares of Concierge Technologies Series B Convertible, Voting, Preferred stock. Planet Halo had been involved in the business of wireless Internet service, but when that effort was discontinued in 2010 it had become a non-operating entity providing only marketing and product research functions.

The statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of our future performance, acquisitions or dispositions of interests, debt obligations, additional financing requirements, the effect of economic conditions generally and in the communications and information technology markets specifically, and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These and other factors may cause actual results to differ materially from those projected.

 

For further information contact:

 

Concierge Technologies, Inc.

dneibert@conciergetech.net

866.800.2978 ext.3

www.conciergetech.net

www.januscam.com