STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of March 1, 2001 by and between REVISION, LLC, a Delaware limited liability
company (the "Seller"), and XXXXXX XXXXXXX, an individual (the "Purchaser").
RECITALS
WHEREAS, the Seller desires to sell and transfer to the Purchaser, and
the Purchaser desires to purchase, 1,000,000 shares (the "Shares") of common
stock, par value $.05 per share, of Covista Communications, Inc. (f/k/a Total-
Tel USA Communications, Inc.), a New Jersey corporation (the "Company"), for
an aggregate purchase price of $4,000,000 (the "Purchase Price") on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and obligations hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SECURITIES; CLOSING
Section 1.01 Purchase and Sale of the Shares. Subject to the terms
and conditions set forth in this Agreement, the Seller agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from the Seller, the Shares.
Section 1.02 Closing. The closing of the sale of the Shares by the
Seller and the purchase of the Shares by the Purchaser shall take place at
10:00 a.m. local time on March 5, 2001 (the "Closing Date") at the offices of
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, 0000 X Xxxxxx, X.X., Xxxxx 000,
Xxxxxxxxxx D.C., or at such other time and place as may be agreed upon by the
Seller and the Purchaser (the "Closing").
Section 1.03 Purchaser's Closing Deliveries. On the Closing Date,
the Purchaser shall deliver (i) the Purchase Price to the Seller by wire
transfer of immediately available funds pursuant to written instructions
provided by the Seller to an account identified to the Purchaser in writing by
the Seller before the Closing Date (the "Account") and (ii) a certificate
executed by the Purchaser certifying as to the accuracy of the representations
and warranties made in this Agreement as of the Closing Date.
Section 1.04 Seller's Closing Deliveries. On the Closing Date, the
Seller shall deliver to the Purchaser, and the obligation of the Purchaser to
purchase the Shares and to consummate the transactions contemplated hereby
shall be subject to the delivery of the following:
(i) a certificate or certificates representing the Shares, duly
endorsed for transfer or accompanied by duly executed blank stock
powers;
(ii) a certificate dated as of the Closing Date executed by an
authorized officer of the Seller certifying as to the accuracy of
the representations and warranties made in this Agreement as of
the Closing Date, and further certifying that Seller has
transferred good, valid and marketable title to the Shares, free
and clear of any security interests, claims, liens, pledges,
options, encumbrances, charges, agreements, voting trusts,
proxies, preemptive or other rights of first refusal or other
arrangements, restrictions or legal or equitable limitations of
any kind, except as created by the Purchaser or arising under
federal securities laws.
(iii) a certificate dated as of the Closing Date certifying the
signature and incumbency of the officers of the Seller authorized
to execute and deliver this Agreement and the other agreements
and certificates that the Seller is required to deliver on or
before the Closing pursuant to this Agreement;
(iv) an opinion from Company's counsel that the transfer of Shares may
be made as contemplated by this Agreement without registration
under the Securities Act of 1933, as amended (the "Securities
Act") acceptable to the Company's transfer agent; and
(v) a certificate of good standing and the certificate of formation
of the Seller, with all amendments, certified by the Secretary of
the State of Delaware dated not earlier than February 20, 2001.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as of the date
hereof and as of the Closing, as follows:
Section 2.01 Authorization; Enforceability. The Seller has full
limited liability company power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Seller and constitutes a
legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms and conditions except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors' rights
and remedies or by other equitable principles of general application.
Section 2.02 No Violation. The execution, delivery, and performance
by the Seller of this Agreement will not (i) conflict with or result in any
breach of any provision of the certificate of formation or operating agreement
of the Seller; (ii) result in a violation or breach of, or constitute a
default (or give rise to any right of termination, amendment, cancellation, or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, lease, license, contract, agreement or other
instrument or obligation to which the Seller is a party or by with any of its
assets or properties may be bound; or (iii) violate any order, writ,
injunction, decree, statute, rule, or regulation applicable to it or the
transfer of the Shares.
Section 2.03 Sole Owner. The Seller is the sole beneficial and legal
owner of all right, title, and interest in and to the Shares.
Section 2.04 Transfer of Title. Upon the delivery of the Shares as
specified in Section 1.04, the Seller will transfer good, valid, and
marketable title to the Shares to the Purchaser, free and clear of any
security interests, claims, liens, pledges, options, encumbrances, charges,
agreements, voting trusts, proxies, preemptive rights or rights of first
refusal, or other arrangements, restrictions, or legal or equitable
limitations of any kind.
Section 2.05 No Other Representations or Warranties. The Seller is
not making any other representations, express or implied, with respect to any
other matter, except as otherwise set forth in this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as of the date
hereof and as of the Closing, as follows:
Section 3.01 Authorization; Enforceability. The Purchaser has full
power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Purchaser and constitutes a legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms and conditions except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.
Section 3.02 No Violation. The execution, delivery, and performance
by the Purchaser of this Agreement will not (i) result in a violation or
breach of, or constitute a default (or give rise to any right of termination,
amendment, cancellation, or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which the Purchaser
is a party or by with any of its assets or properties may be bound; or (ii)
violate any order, writ, injunction, decree, statute, rule, or regulation
applicable to the Purchaser.
Section 3.03 Investment Purpose; Accredited Investor.
(a) The Purchaser is acquiring the Shares solely for his own account
for investment and not with a view to, or for sale in connection with, any
public distribution thereof in violation of the Securities Act.
(b) The Purchaser is an Accredited Investor within the meaning
ascribed to such term under Regulation D of the rules and regulations
promulgated under the Securities Act.
Section 3.04 No Other Representations or Warranties. The Purchaser
is not making any other representations, express or implied, with respect to
any other matter, except as otherwise set forth in this Agreement.
ARTICLE IV
ADDITIONAL AGREEMENTS OF THE PARTIES.
Section 4.01 Confidentiality. The Seller and the Purchaser
acknowledge and agree that this Agreement and the matters addressed therein
are confidential until the Closing shall have occurred and that all
information provided to the Seller or the Purchaser or their respective
representatives or other recipients in accordance with this Agreement shall be
considered confidential information until such Closing.
Section 4.02 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, received by facsimile transmission, or delivered by overnight
courier to the parties at the following addresses or facsimile numbers:
If to the Seller, addressed to it at:
Revision, LLC
c/o Entree International Limited
0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxx Xxxxxxxx
Fax: (000) 000-0000
If to the Purchaser, addressed to him at:
Xxxxxx Xxxxxxx
000 Xxxx Xxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Either party from time to time may change its address or facsimile number
for the purpose of receipt of notices to that party by giving a similar notice
specifying a new address or facsimile number to the other notice parties
listed above in accordance with the provisions of this Section 4.02.
Section 4.03 Further Assurances. On and after the Closing, the
Seller and the Purchaser will take all appropriate action and execute all
documents, instruments or conveyances of any kind which may be reasonably
necessary or advisable to carry out any of the provisions hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01 Expenses. The Purchaser hereby agrees that all fees
and expenses incurred by the Purchaser in connection with this Agreement shall
be borne by the Purchaser, and the Seller hereby agrees that all fees and
expenses incurred by the Seller in connection with this Agreement shall be
borne by the Seller (including any and all amounts payable in respect of the
Account); provided, however, that if for any reason the Purchaser does not
receive title to the Shares consistent with Section 2.04 or all materials from
the Seller and the Company required to effect transfer of the Shares in
accordance with the requirements of the Company's transfer agent, Seller
hereby agrees to pay all fees and expenses (including reasonable attorneys'
fees and expenses) incurred by the Purchaser to obtain title consistent with
Section 2.04 and/or to effect transfer to the Purchaser.
Section 5.02 Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and supersedes any and all prior or contemporaneous agreements (oral or
written) among the parties.
Section 5.03 No Third-Party Beneficiaries; Assignment. This
Agreement is for the sole benefit of and binding upon the parties hereto and
their permitted successors and assigns, and nothing herein, express or
implied, is intended to or shall confer upon any other person or entity any
legal or equitable right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement. This Agreement shall be binding upon the parties
hereto and their respective successors and permitted assigns and shall inure
to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns. Neither party may assign either
this Agreement or any of his or its rights, interests or obligations hereunder
without the prior written consent of the other party hereto.
Section 5.04 Amendment. This Agreement may be amended or modified
only by an instrument in writing signed by both parties hereto.
Section 5.05 Counterparts. This Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.
Section 5.06 Gender and Number; Headings. Whenever used in this
Agreement, the singular number shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement
Section 5.07 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without giving
effect to the principles of conflicts of laws thereof.
Section 5.08 Severability. In case any provision of this Agreement
shall be invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
SELLER
REVISION, LLC,
a Delaware limited liability company
By:
-------------------------------
Name: Xxxx Xxxxxxxx
Its: Manager
PURCHASER
------------------------------------
XXXXXX XXXXXXX
