Exhibit 10.92
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT, made as of the 26th day of September 26,
2002, by and between EQUITILINK, L.L.C., a California limited liability company
(the "Buyer"), and VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation (the
"Seller");
BACKGROUND
A. The Seller has over 3,000,000 unissued shares available for sale;
and
B. Buyer desires to acquire 3,000,000 shares from the Seller on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. ACQUISITION OF STOCK; RESTRICTIONS ON TRANSFER. On or before October
7, 2002, (the "Closing Date"), the Seller shall convey, transfer and assign to
the Buyer, free and clear of all liens, security interests, pledges, claims and
encumbrances of every kind, nature and description (except as set forth in
paragraph 3 below), and the Buyer shall accept from the Seller, all but not less
than Three Million (3,000,000) shares of the Seller's common stock held by the
Seller (the "Stock") in exchange for $15,000 in cash, receipt of which is hereby
confirmed by the Buyer.
2. CLOSING. At closing or anytime prior to the closing, (a) the Seller
will cause its transfer agent to issue certificates for the Stock (three million
3,000,000 shares of Seller Stock), which shall be delivered to Seller and (b)
Seller were then deliver said certificates to Buyer within three (3) days of
receipt by Seller.
3. SECURITIES LAWS COMPLIANCE PROCEDURES.
3.1 STATUS OF SHARES TO BE ISSUED. The Seller agrees, acknowledges
and confirms that he or she has been advised and understands
as follows:
STOCK PURCHASE AGREEMENT
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3.1.1 The Buyer is acquiring the shares of the Stock to be
issued to it for its own account and without a view to any distribution or
resale thereof, other than a distribution or resale which, in the opinion of
counsel for such the Seller (which opinion shall be satisfactory in form and
substance to Buyer), may be made without violating the registration provisions
of the Securities Act of 1933, as amended (the "1933 Act") or any applicable
blue sky laws. The Buyer and Seller acknowledge that the shares of the Stock are
"restricted securities" within the meaning of Rule 144 under the 1933 Act and
have not been registered under the 1933 Act or any state securities laws and
thereafter must be held indefinitely unless they are subsequently registered
under the 1933 Act or an exemption from such registration is available. Seller
is under no obligation to register the shares of the Stock under the 1933 Act or
any state securities law or to take any action which would make available an
exemption from such registration;
3.1.2 There shall be endorsed on the certificates evidencing
the shares of the Stock delivered at Closing a legend substantially similar to
the following:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES
LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED
BY RULE 144 UNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS
OF ANY STATE REQUIRING SUCH REGISTRATION, OR IN LIEU THEREOF, AN OPINION OF
COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE
EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS. WITHOUT LIMITING
THE FOREGOING, THE SHARES MAY NOT BE SOLD WITHIN TWELVE MONTHS AFTER THE
DATE OF THIS CERTIFICATE WITHOUT AN OPINION OF COUNSEL, WHICH OPINION IS
SATISFACTORY TO THE ISSUER, THAT SUCH SALE DOES NOT VIOLATE THE CALIFORNIA
CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR THE RULES AND REGULATIONS
THEREUNDER."
3.1.3 Except under certain limited circumstances, the above
restrictions on the transfer of the shares of the Stock will also apply to any
and all shares of capital stock or other securities issued or otherwise acquired
with respect to such shares, including, without limitation, shares and
securities issued or acquired as a result of any stock dividend, stock split or
exchange or any distribution of shares or securities pursuant to any corporate
reorganization, reclassification or similar event;
3.1.4 Seller and its transfer agent may refuse to effect a
transfer of any of the shares of the Stock by the Buyer or any of its
successors, personal representatives or assigns otherwise than as contemplated
hereby.
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3.1.5 The Buyer hereby acknowledges and agrees that once Seller
Stock becomes freely tradable, the Seller shall not trade more than twenty
percent (20%) of its shares during any single quarter.
3.2 COMPANY REGISTRATION.
3.2.1 The Seller shall register the shares of the Stock on its
forthcoming SB-2 Registration.
4. MISCELLANEOUS.
4.1 CONTROLLING LAW. This Agreement is to be construed in accordance
with and governed by the laws of the State of California and subject to the
venue and jurisdiction of the State and Federal courts of California.
4.2 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, which may be copies or facsimiles, each of which shall be deemed
to be an original.
4.3 ENTIRE AGREEMENT. This Agreement together with the related
agreements referred to herein contains the entire understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
"SELLER"
VERTICAL COMPUTER SYSTEMS, INC.
By:
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Xxxxxxx Xxxx, President/CEO
"BUYER"
EQUITILINK, LLC
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Xxxxx Xxxxxxx, President
STOCK PURCHASE AGREEMENT
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