EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 4th of
May, 2005 by and among U.S. TELESIS HOLDINGS, INC., a Delaware corporation
(hereinafter referred to as "Buyer"); and __________________________,
(hereinafter referred to as "Seller"), being a stockholder of CATCHER, INC., a
Delaware corporation (the "Company").
WHEREAS, Seller is the owner of record and beneficially owns
________________________ shares of the issued and outstanding shares of Common
Stock of the Company (the "Shares"); and
WHEREAS, Seller holds a series A warrant to purchase ______________
Shares and a series B warrant to purchase _____________ Shares (together, the
"Warrants"); and
WHEREAS, simultaneously herewith Buyer and holders of preferred stock
of the Company (the "Preferred Stock") entered into a Stock Purchase Agreement
(the "First Agreement") whereby Buyer purchased from those stockholders all
shares of Preferred Stock of the Company which they owned on the terms and
conditions set forth in the First Agreement; and
WHEREAS, one of the conditions to the consummation of the First
Agreement was that Buyer would offer to purchase from the remaining holders of
the shares of the capital stock of the Company all such shares they owned after
the closing of the First Agreement; and
WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the
Closing (as defined in paragraph 1.3 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer and by these presents does sell, assign,
transfer convey and deliver to Buyer and Buyer agrees to purchase from Seller,
all of Seller's right, title and
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interest in and to the Shares listed in Exhibit "A", attached hereto. At the
Closing, the Company is requested and instructed to transfer the Shares from
Seller to Buyer on the books of the Company.
1.2 WARRANTS. Subject to the terms and conditions hereof, at the
Closing, Buyer agrees to assume the obligations of the Company to Seller under
the Warrants in accordance with the terms of the Warrants as if Seller were the
issuer of the Warrants.
1.3 CLOSING. The purchase shall be consummated at a closing ("Closing")
to take place at 11:00 o'clock a.m., at the offices of Buyer's counsel on May 4,
2005 ("Closing Date") or at such other time or location as the parties hereto
agree.
1.4 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for
the Shares shall be ___________ shares of Common Stock of the Buyer ("Buyer's
Shares"). This portion of the Purchase Price shall be paid at Closing, by
issuance and delivery of Buyer's Shares to Seller.
1.5 OTHER AGREEMENTS. At the Closing, Buyer and Seller shall execute
and deliver the Registration Rights Agreement in substantially the form attached
hereto as Exhibit B;
1.6 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreement listed in paragraph 1.5, are sometimes referred to as the "Basic
Agreements". The transactions contemplated by the Basic Agreements and the First
Agreements are sometimes referred to as the "Transactions".
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer, with respect to the Shares owned by Seller, as follows:
(a) TITLE TO THE SHARES. At Closing, Seller shall own of record
and beneficially the Shares listed of the Company, free and clear
of all liens, encumbrances, pledges, claims, options, charges and
assessments of any nature whatsoever, with full right and lawful
authority to transfer the Shares to Buyer. No person has any
preemptive rights or rights of first refusal with respect to any
of the Shares. There exists no voting agreement, voting trust, or
outstanding proxy with respect to any of the Shares. There are no
outstanding rights, options, warrants, calls, commitments, or any
other agreements of any character, whether oral or written, with
respect to the Shares.
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(b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for
his or her own account, for investment purposes only, and not with
a view to the sale or distribution of any part thereof, and Seller
has no present intention of selling, granting participation in, or
otherwise distributing the same. Seller understands the specific
risks related to an investment in the shares of Buyer, especially
as it relates to the financial performance of Buyer.
(c) [For corporate entities only: AUTHORITY. Seller has all
necessary power and authority to execute and deliver the Basic
Agreements, to perform its obligations hereunder and thereunder,
and, subject to obtaining necessary stockholder approval (if
required by applicable Law) in connection with the Transactions,
to consummate the Transactions. The execution, delivery and
performance by the Seller of the Basic Agreements, and the
consummation by Seller of the Transactions have been duly
authorized by all necessary corporate action and no other
corporate proceedings on the part of Seller are necessary to
authorize the Basic Agreements or to consummate the Transactions
This Agreement has been duly executed and delivered by Seller and,
assuming the due authorization, execution and delivery by Buyer,
constitutes a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms subject to
subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and similar Laws of general applicability relating to
or affecting creditors' rights and to general principles of
equity.]
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
(a) ORGANIZATION. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the state
of Delaware. Buyer has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its
business. Buyer is duly qualified and in good standing as a
foreign corporation in each jurisdiction where its ownership of
property or operation of its business requires qualification,
except where the failure to be qualified would not have a material
adverse effect on the Company.
(b) AUTHORIZED CAPITALIZATION. The authorized capitalization of
Buyer consists of Fifty Million (50,000,000) shares of .001 par
value Common Stock, of which Twelve Million Eight Hundred
Twenty-Five Thousand (12,825,000) shares will be issued and
outstanding prior to Closing and One Million (1,000,000) shares of
.001 par value Preferred Shares of which
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none are outstanding. Buyer's Shares, when issued, will be duly
authorized, validly issued, are fully paid and non-assessable with
no personal liability attaching to the ownership thereof and were
offered, issued, sold and delivered by Buyer in compliance with
all applicable state and federal laws. At Closing, Buyer will not
have any outstanding rights, options, warrants, calls,
commitments, conversion or any other agreements of any character,
whether oral or written, obligating it to issue any shares of its
capital stock, whether authorized or not. Buyer is not a party to
and is not bound by any agreement, contract, arrangement or
understanding, whether oral or written, giving any person or
entity any interest in, or any right to share, participate in or
receive any portion of, Buyer's income, profits or assets, or
obligating Buyer to distribute any portion of its income, profits
or assets.
(c) NO SUBSIDIARY. As of the date of this Agreement, the Company
does not directly or indirectly owns any equity or similar
interest in, or any interest convertible into or exchangeable or
exercisable for, any corporation, partnership, joint venture or
other business association or entity.
(d) AUTHORITY. (1) Buyer has all necessary power and authority to
execute and deliver the Basic Agreements, to perform its
obligations hereunder and thereunder, and, subject to obtaining
necessary stockholder approval (if required by applicable Law) in
connection with the Transactions, to consummate the Transactions.
The execution, delivery and performance by the Buyer of the Basic
Agreements, and the consummation by Buyer of the Transactions have
been duly authorized by all necessary corporate action and no
other corporate proceedings on the part of Buyer are necessary to
authorize the Basic Agreements or to consummate the Transactions
(other than, with respect to the contemplated reverse stock split,
the approval and adoption of such by the affirmative vote of a
majority of the voting power of the then outstanding shares of
Common Stock and the filing and recordation of appropriate
documents as required by the Delaware General Corporation Law).
This Agreement has been duly executed and delivered by Buyer and,
assuming the due authorization, execution and delivery by Seller,
constitutes a legal, valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms subject to
subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and similar Laws of general applicability relating to
or affecting creditors' rights and to general principles of
equity.
(2) By unanimous written consent dated May 4, 2005 the Board of
Buyer (i) determined that the Basic Agreements and the
Transactions are advisable and in the best interests of Buyer and
Buyer's stockholders, (ii) approved and adopted the Basic
Agreements and the Transactions, (iii) resolved to
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recommend approval and adoption of this Agreement and the
amendment of the certificate of incorporation of Buyer by the
Buyer's stockholders. The actions taken by the Board constitute
approval of the Basic Agreements and the Transactions.
(e) REQUIRED FILINGS AND CONSENTS. The execution and delivery of
the Basic Agreements by Buyer do not, and the performance of the
Basic Transactions by Buyer will not, require any consent,
approval, authorization or permit of, or filing with or
notification to, any United States federal, state or local or any
foreign government or any court, administrative or regulatory
agency or commission or other governmental authority or agency,
domestic or foreign (a "Governmental Entity"), except (i) for
applicable requirements, if any, of the Securities Exchange Act of
1934 (the "Exchange Act"), state securities or "blue sky" laws and
filing and recordation of appropriate documents as required by the
Delaware General Corporation Law and (ii) for filings contemplated
by Section 2.2(d) hereof.
(f) NO CONFLICT. The execution and delivery of the Basic
Agreements by Buyer do not, and the performance of the Basic
Agreements by Buyer and the consummation of the Transactions will
not (i) conflict with or violate Certificate of Incorporation or
Bylaws of Buyer, (ii) subject to Section 2.2 (e), conflict with or
violate any United States federal, state or local or any foreign
statute, law, rule, regulation, ordinance, code, order, judgment,
decree or any other requirement or rule of law (a "Law")
applicable to Buyer or by which any property or asset of Buyer is
bound or affected, or (iii) result in a breach of or constitute a
default (or an event which with notice or lapse of time or both
would become a default) under, give to others any right of
termination, amendment, acceleration or cancellation of, result in
triggering any payment or other obligations, or result in the
creation of a lien or other encumbrance on any property or asset
of Buyer in any case that would be material to Buyer pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation or
material contract to which Buyer is a party or by which Buyer or
any property or asset of any of them is bound or affected.
(g) COMPLIANCE. Buyer (i) has been operated at all times in
compliance in all material respects with all Laws applicable to
Buyer or by which any property, business or asset of Buyer is
bound or affected and (ii) is not in default or violation of any
notes, bonds, mortgages, indentures, contracts, agreements,
leases, licenses, permits, franchises, or other instruments or
obligations to which Buyer is a party or by which Buyer or any
property or asset of Buyer is bound or affected other than
defaults or violations which
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individually or in the aggregate would reasonably be expected to
be material to Buyer.
(h) SEC FILINGS. Buyer and, to Buyer's knowledge, each of its
current stockholders has filed all forms, reports, statements and
documents required to be filed with the SEC since May 29, 2003
(the "SEC REPORTS"), each of which has complied in all material
respects with the applicable requirements of the Securities Act of
1933, as amended (the "SECURITIES ACT"), and the rules and
regulations promulgated thereunder, and the Exchange Act, and the
rules and regulations promulgated thereunder, each as in effect on
the date so filed. Other than as disclosed in Risk Factor 12 of
the Private Placement Memorandum of the Company dated April 27,
2005, none of the SEC Reports (including, any financial statements
or schedules included or incorporated by reference therein)
contained when filed any untrue statement of a material fact or
omitted to state a material fact required to be stated or
incorporated by reference therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading. Other than as disclosed in
Risk Factor 12 of the Private Placement Memorandum of the Company
dated April 27, 2005 and except to the extent that information
contained in any SEC Report has been revised or superseded by a
later filed SEC Report, none of the SEC Reports contains any
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading. The principal executive officer of
the Company and the principal financial officer of the Company
(and each former principal executive officer of the Company and
each former principal financial officer of the Company, as
applicable) has made the certifications required by Sections 302
and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "XXXXXXXX-XXXXX
ACT") and the rules and regulations of the SEC thereunder with
respect to the Company's filings pursuant to the Exchange Act. For
purposes of the preceding sentence, "principal executive officer"
and "principal financial officer" shall have the meanings given to
such terms in the Xxxxxxxx-Xxxxx Act.
(i) BUYER'S FINANCIAL STATEMENTS. All of the financial statements
included in the SEC Reports, in each case, including any related
notes thereto, as filed with the SEC (those filed with the SEC are
collectively referred to as the "BUYER FINANCIAL STATEMENTS"),
have been prepared in accordance with generally accepted
accounting principles ("GAAP") applied on a consistent basis
throughout the periods involved (except as may be indicated in the
notes thereto or, in the case of the unaudited statements, as may
be permitted in the Form 10-QSB of the SEC and
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subject, in the case of the unaudited statements, to normal,
recurring audit adjustments) and fairly present the consolidated
financial position of Buyer at the respective dates thereof and
the results of its operations and changes in cash flows for the
periods indicated. Except as set forth in Buyer Financial
Statements, Buyer is not aware of any material liabilities for
which it is liable or will become liable in the future.
(j) TAXES. Buyer has timely filed all Tax Returns (as defined
below) required to be filed by it. All such Tax Returns are true,
correct and complete in all material respects. All Taxes (as
defined below) of Buyer which are (i) shown as due on such Tax
Returns, (ii) otherwise due and payable or (iii) claimed or
asserted by any taxing authority to be due, have been paid, except
for those Taxes being contested in good faith and for which
adequate reserves have been established in the financial
statements included in the SEC Reports in accordance with GAAP.
There are no liens for any Taxes upon the assets of Buyer, other
than statutory liens for Taxes not yet due and payable and liens
for real estate Taxes contested in good faith. Buyer does not know
of any proposed or threatened Tax claims or assessments which, if
upheld, could individually or in the aggregate have a material
adverse effect on the Buyer or its financial conditions. Buyer has
not waived any statute of limitations in respect of Taxes or
agreed to any extension of time with respect to a Tax assessment
or deficiency. Buyer has withheld and paid over to the relevant
taxing authority all Taxes required to have been withheld and paid
in connection with payments to employees, independent contractors,
creditors, stockholders or other third parties. The unpaid Taxes
of Buyer for the current taxable period (A) did not, as of the
most recent Buyer Financial Statements, exceed the reserve for Tax
liability set forth on the face of the balance sheet in the most
recent Buyer Financial Statements and (B) do not exceed that
reserve as adjusted for the passage of time through the Closing in
accordance with the past custom and practice of Buyer in filing
its Tax Returns. For purposes of this Agreement, (a) "Tax" (and,
with correlative meaning, "Taxes") means any federal, state, local
or foreign income, gross receipts, property, sales, use, license,
excise, franchise, employment, payroll, premium, withholding,
alternative or added minimum, ad valorem, transfer, franchise or
excise tax, or any other tax, custom, duty, governmental fee or
other like assessment or charge of any kind whatsoever, together
with any interest or penalty or addition thereto, whether disputed
or not, imposed by any Governmental Entity, and (b) "Tax Return"
means any return, report or similar statement required to be filed
with respect to any Tax (including any attached schedules),
including any information return, claim for refund, amended return
or declaration of estimated Tax.
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(k) CHANGE OF CONTROL AGREEMENT. Neither the execution and
delivery of the Basic Agreements nor the consummation of the
Transactions (either alone or in conjunction with any other event)
result in, cause the accelerated vesting or delivery of, or
increase the amount or value of, any payment or benefit to any
director, officer, employee or consultant of Buyer. Without
limiting the generality of the foregoing, no amount paid or
payable by Buyer in connection with the Transactions contemplated
by this Agreement, including accelerated vesting of options
(either solely as a result thereof or as a result of such
transactions in conjunction with any other event), will be an
"excess parachute payment" within the meaning of Section 280G of
the Internal Revenue Code.
(l) INVESTMENT INTENT. Buyer is acquiring the Shares for its own
account, for investment purposes only, and not with a view to the
sale or distribution of any part thereof, and Buyer has no present
intention of selling, granting participation in, or otherwise
distributing the same. Buyer understands the specific risks
related to an investment in the Shares, especially as it relates
to the financial performance of the Company.
(m) MATERIAL CONTRACTS. Buyer has no purchase, sale, commitment,
or other contract, the breach or termination of which would have a
materially adverse effect on the business, financial condition,
results of operations, assets, liabilities, or prospects of Buyer.
(n) NO LITIGATION. There are no actions, suits, claims, complaints
or proceedings pending or threatened against Buyer, at law or in
equity, or before or by any governmental department, commission,
court, board, bureau, agency or instrumentality; and there are no
facts which would provide a valid basis for any such action, suit
or proceeding, which, if determined adversely to the Buyer, would
have a material adverse effect on the Buyer. There are no orders,
judgments or decrees of any governmental authority outstanding
which specifically apply to Buyer or any of its assets.
(o) NO OPERATIONS. Buyer does not currently have any business
operations or material assets. Upon consummation of the
Transactions, Buyer shall not have in excess of $10,000 in debts,
obligations or liabilities of any kind or nature.
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III.
COVENANTS
3.1 COVENANTS OF BUYER. Buyer covenants and agrees to perform the
following acts:
(a) NO INDEBTEDNESS. Buyer will not create, incur, assume,
guarantee or otherwise become liable with respect to any
obligation for borrowed money, indebtedness, capitalized lease
or similar obligation, except in the ordinary course of
business consistent with past practices, where the entire net
proceeds thereof are deposited with and used by and in
connection with the business of Buyer.
(b) NO DIVIDENDS. Buyer will not declare, set aside or pay any
dividends or other distributions of any nature whatsoever.
(c) CONTRACTS. Buyer will not enter into or assume any
contract, agreement, obligation, lease, license, or commitment
except in the ordinary course of business consistent with past
practice or as contemplated by this Agreement.
(d) CONSENTS. Buyer will use its best good faith efforts to
obtain the consent or approval of each person or entity other
than a Governmental Entity whose consent or approval is
required for the consummation of the Transactions contemplated
hereby and to do all things necessary to consummate the
Transactions contemplated by the Basic Agreements.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby
is subject to the fulfillment by Seller prior to Closing of each of the
following conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceeding before any court or other governmental agency shall be
pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
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4.3 OTHER AGREEMENTS. All parties other than Buyer shall have executed
and delivered the Basic Agreements.
4.4 DOCUMENTS TO BE DELIVERED BY SELLER. The Company and Seller shall
have delivered the following documents:
(a) A fully executed Employment Agreement by and between the
Company and Xxxxxxx Xxxxxx.
(b) Such other documents or certificates as shall be reasonably
required by Buyer or its counsel in order to close and consummate
this Agreement.
4.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.
V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
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5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
5.3 OTHER AGREEMENTS. All parties other than Seller shall have executed
and delivered the Basic Agreements.
5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to
be issued at the Closing by Buyer pursuant to all the Basic Agreements.
5.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.
VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or
waive compliance by the other with any of the covenants or conditions of the
other contained herein.
6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller set
forth herein shall not be accurate, or the conditions precedent
set forth in Article V shall have not have been satisfied, in all
material respects; or
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(c) By Seller, if the representations and warranties of Buyer set
forth herein shall not be accurate, or the conditions precedent
set forth in Article V shall not have been satisfied in all
material respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise
provided, all of the representations and warranties contained in
this Agreement and in any certificate, exhibit or other document
delivered pursuant to this Agreement shall survive the Closing for
a period of one (1) year. No investigation made by any party
hereto or their representatives shall constitute a waiver of any
representation or warranty, and no such representation or warranty
shall be merged into the Closing.
7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements
and the certificates and other instruments delivered by or on
behalf of the parties pursuant thereto, constitute the entire
agreement between the parties. The terms and conditions of the
Basic Agreements shall inure to the benefit of and be binding upon
the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed
or implied, confers any rights or remedies upon any party other
than the parties hereto and their respective heirs, legal
representatives and assigns. Whenever Seller is authorized to act
hereunder, any action authorized by members of Seller holding a
majority of the Shares shall be deemed the act of and binding on
all members of Seller.
7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and
will be construed under, the laws of the State of Delaware.
7.4 NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and will be deemed to
have been duly given when delivered or mailed, first class postage
prepaid:
(a) If to Buyer, to:
U.S. Telesis, Inc.
ATTN: Xxxxxxxx Xxxxxxxxx, President
00 Xxxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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(b) If to Company, to:
Catcher, Inc.
ATTN: Xxx Xxxxxxxx - Chief Technology Officer and
Chairman
0000 Xxx Xxxx Xxxx
Xxx Xxxxxx, XX 00000
Tel.: (000) 000 0000
Fax: (000) 000 0000
These addresses may be changed from time to time by written notice to
the other parties.
7.5 HEADINGS. The headings contained in this Agreement are for
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which together will constitute
one instrument, and may be delivered by facsimile.
7.7 SEVERABILITY. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. The
remaining provisions of this Agreement shall be given effect to the maximum
extent then permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable
remedy or right available to a party shall not constitute a waiver of such
right, nor shall any such forbearance, failure or actual waiver imply or
constitute waiver of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
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7.10 EXPENSES. Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith and
contains solely all representations and warranties with respect to its subject
matter. This Agreement has been negotiated by and submitted to the scrutiny of
both Seller and Buyer and their counsel and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without consideration or
weight being given to its having been drafted by either party hereto or its
counsel.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Stock Purchase Agreement on the date first written above.
"BUYER"
U.S. TELESIS HOLDING, INC.
A DELAWARE CORPORATION
BY:
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XXXXXXXX XXXXXXXXX, PRESIDENT
[SELLER's signature on following page]
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"SELLER"
BY:
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