EXHIBIT 7.3
STOCK SALE AND OPTION AGREEMENT
This last and final agreement is made by Gold and Xxxxx Transfer S.A.
(G&A) a British Virgin Islands Corporation located at Xxxx Xxxxxx Building,
Wickhams Cay, Road Town, Tortula, British Virgin Islands and Xxxx Xxxxxx (JS) an
individual, residing at W69 X000 Xxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, and
supercedes all previous written and oral agreements.
THE PARTIES AGREE AS FOLLOWS:
1. JS warrants that he owns 4,772 shares of TotalTel stock (symbol TELU)
in certificate form. JS further warrants that he has options which
give him the right to purchase up to 34,900 shares of TotalTel. JS
further warrants he holds options which give him the right to purchase
up to 5,000 unregistered shares of TotalTel.
2. JS warrants that the 4,772 shares, 34,900 stock options and the 5,000
unregistered stock options are free of any lien or encumbrances and
that he has the right to exercise these options at any time by paying
the option price.
3. G&A warrants that once it obtains the 5,000 unregistered shares that
it shall either hold the unregistered TotalTel shares for investment
purposes only or shall register the TotalTel shares itself at its
expense or shall compel TotalTel to register the shares at its
expense. G&A shall indemnify and hold JS harmless should it not be
able to register, sell, or otherwise dispose of the unregistered
TotalTel shares. G&A further agrees to bear all legal costs whatsoever
associated with the registration or disposal of the unregistered
shares.
4. JS agrees to sell G&A 4,772 shares of TotalTel stock for $326,619.
Immediately upon the receipt of $326,619 US Dollars, and in no case
later than one working day, JS agrees to deliver via overnight courier
or in person the stock certificate for the 4,772 shares and also to
deliver via separate overnight courier package or in person a valid
stock transfer power ordering the transfer of shares to G&A. Stock
transfer power must be properly notarized by an authorized bank or
brokerage firm.
5. JS agrees to sell an OPTION to G&A which will grant G&A the right to
purchase shares from JS. This OPTION will have the following
conditions:
- G&A will make a one-time payment of $1 US
Dollar for this OPTION.
- G&A shall have the option to purchase
34,900 shares of TotalTel stock from JS
for a price of $30 per share by giving
notice in writing. Immediately upon
giving notice in writing, JS agrees to
immediately, but in no case later than
five (5) working days, pay TotalTel the
appropriate amount to exercise these
options for 34,900 shares and to
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have the shares placed in the form of a
stock certificate in the name of JS and
arrange to have this certificate
delivered to him as soon as possible and
to notify G&A of such delivery.
- Upon notification of delivery G&A shall
provide payment of $1,047,000 US Dollars
via wire transfer or other mutually
agreed upon exchange. Immediately upon
receipt of such payment, and in no case
later than one (1) working day, JS agrees
to deliver via overnight courier or in
person the stock certificate for the
34,900 shares and also to deliver via
separate overnight courier package or in
person a valid stock transfer power
ordering the transfer of shares to G&A.
Stock transfer power must be properly
notarized by an authorized bank or
brokerage firm.
- G&A shall have the option to purchase
5,000 unregistered shares of TotalTel for
$30 per share. G&A shall provide to JS a
letter or other such form which states
that G&A understands such shares have not
been registered by TotalTel under the
Securities Act of 1933, and that G&A
intends to hold the shares for investment
purposes only. Upon receiving such notice
in writing, JS agrees to immediately, but
in no case later than five (5) working
days, pay TotalTel the appropriate amount
to exercise these options for 5,000
unregistered shares and to have the
shares placed in the form of a restricted
stock certificate in the name of JS and
arrange to have this certificate
delivered to him as soon as possible and
to notify G&A of such delivery.
- Upon notification of such delivery, G&A
shall provide payment of $150,000 US
Dollars via wire transfer or other
mutually agreed upon exchange.
Immediately upon receipt of such payment,
and in no case later than one (1) working
day, JS agrees to deliver via overnight
courier or in person the restricted stock
certificate for the 5,000 shares and also
to deliver via separate overnight courier
package or in person a valid stock
transfer power ordering the transfer of
shares to G&A. Stock transfer power must
be properly notarized by an authorized
bank or brokerage firm.
- The intent of this OPTION by both parties
is for G&A to be able to acquire all
44,672 TotalTel shares from JS in the
most rapid and timely fashion possible.
Time is of the essence in this
transaction and JS and G&A agree to act
at all times to complete this transaction
as rapidly as possible.
- This OPTION shall remain in effect for a
period of 180 days from the date this
agreement is signed. In the event G&A
does not exercise its
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rights under this OPTION, then this
OPTION will lapse and the OPTION payment
shall be kept by JS. In addition, should
this OPTION lapse, the parties agree that
damages to JS shall be difficult or
impossible to ascertain. Therefore, G&A
shall pay to JS a cancellation fee of
$178,688 as liquidated damages should
this OPTION lapse. In the event that G&A
exercises any of its rights under this
OPTION the terms and conditions of this
OPTION will remain until all shares are
delivered to G&A.
- In the event JS is not able to comply
with the terms of this OPTION for these
shares within the 180 day period, then
the purchase price of the option will be
refunded to G&A immediately. In the event
JS has made a good faith effort to
acquire all shares contemplated under
this option, but is not able to deliver
said shares, G&A shall use its best
efforts to assist in the delivery of said
shares and shall hold this OPTION open
during such time.
6. All payments under this agreement shall be made via wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
7. This agreement shall be interpreted under the laws of Virginia.
8. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for JS and to the address and contact below for G&A:
Xxxx Xxxxxxxx c/o Entree
International 0000 X Xxxxxx, XX,
Xxxxx 000 Xxxxxxxxxx, XX 00000
Phone 000-000-0000
9. No party to this agreement may assign or transfer the obligations
hereunder.
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10. If any portion of this agreement is found to be unenforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Xxxx Xxxxxx Gold and Xxxxx Transfer
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxxx
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(Signature) (Signature)
2/20/98 2/21/98
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Date Date
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