EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of
November 16, 2005 by and between CROSS COUNTRY CAPITAL PARTNERS,
L.P. (hereinafter together referred to as the "Buyer") and
XXXXXX XXXXXXX (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller is the holder of shares of the
outstanding common stock of VoIP, Inc., a Texas corporation (the
"Company); and
WHEREAS, the Seller desires to sell 2,250,000 of such
shares (referred to hereinafter as the "Shares") to Buyer and
Buyer desires to purchase the Shares on the terms and subject to
the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the
mutual covenants set forth below and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, the parties
hereto do hereby agree as follows:
I.
PURCHASE AND SALE OF SHARES
1.01. PURCHASE AND SALE OF SHARES. Subject to the terms
and conditions set forth herein, effective immediately upon the
execution hereof, Seller shall sell to the Buyer, and the Buyer
shall purchase from Seller the Shares. Seller shall transfer all
of its right, title, and interest in and to the Shares being
conveyed by it to Buyer free and clear of any lien, security
interest, or other encumbrance of any nature and free of any
claim by any person or entity to or against the Shares.
1.02. PURCHASE PRICE. The purchase price of the Shares
(hereinafter referred to as the "Purchase Price") shall be the
cash sum of $2,000,000, of which $1,200,000 shall be paid upon
the execution of this Agreement by wire transfer to the account
specified by Seller on Exhibit A, and $800,000 shall be paid by
wire transfer on December 20, 2005 to the same account.
1.03. DELIVERIES. Upon execution of this Agreement,
Seller shall deliver to Buyer certificates representing the
Shares, duly endorsed for transfer, and Buyer shall deliver to
Seller the portion of the Purchase Price described in
Section 1.02.
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II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.01 BROKERS. Seller has not made any agreement or
arrangement which would result in any broker, finder, agent or
other person or entity having any claim for any fee, commission,
or payment against Buyer or the Company in connection with the
negotiation or execution of this Agreement or the consummation
of the transactions contemplated hereby.
2.02 OWNERSHIP OF SHARES. Seller is the record and
beneficial owner of all of the Shares and has good and valid
title to such Shares free and clear of any lien, security
interest, or other encumbrance of any nature and free of any
claim by any person or entity to or against such Shares. Such
Shares are not subject to any option, right, proxy, voting
agreement, voting trust, or any other agreement, understanding,
or arrangement affecting the Shares.
2.03 AUTHORIZATION, ETC. Seller has the power,
authority, and capacity to enter into this Agreement and to
carry out the transactions contemplated hereby, and this
Agreement has been duly and validly executed and delivered by
Seller and constitutes a legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms.
The execution and delivery by Seller of, and the performance by
Seller of his obligations under, this Agreement will not
contravene any provision of applicable law, or any agreement or
other instrument binding upon Seller or to which the Shares are
subject, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over Seller, and no
consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the
performance by Seller of his obligations under this Agreement.
2.04 NO CONSENT REQUIRED. No consent, approval, order or
authorization of, or registration, declaration or filing with
any governmental or public body or authority or other party on
the part of Seller is required for such Seller to execute and
deliver this Agreement and perform its obligations hereunder.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with,
the Seller as follows:
3.01 BROKERS. Buyer has not made any agreement or
arrangement which would result in any broker, finder, agent or
other person or entity having any claim for any fee, commission,
or payment against Seller in connection with the negotiation or
execution of this Agreement or the consummation of the
transactions contemplated hereby.
3.02 AUTHORIZATION, ETC. Buyer has the power, authority,
and capacity to enter into this Agreement and to carry out the
transactions contemplated hereby, and this Agreement has been
duly executed and delivered by Buyer.
3.03 NO CONSENT REQUIRED. No consent, approval, order or
authorization of, or registration, declaration or filing with
any governmental or public body or authority is required for
Buyer to execute and deliver this Agreement and perform its
obligations hereunder.
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3.04 DISCLOSURE OF INFORMATION. Buyer acknowledges that
it has been furnished with information regarding the Company and
its business, assets, results of operations, and financial
condition to allow Buyer to make an informed decision regarding
an investment in the Shares. Buyer represents that it has had
an opportunity to ask questions of and receive answers from the
Company regarding the Company and its business, assets, results
of operation, and financial condition.
3.05 INVESTMENT INTENT. Buyer is acquiring the Shares
for its own account for investment and not with a view to, or
for sale or other disposition in connection with, any
distribution of all or any part thereof in violation of any U.S.
federal or state securities laws.
3.06 RESTRICTED SECURITIES. Buyer understands that the
Shares have not been registered pursuant to the Securities Act
or any applicable state securities laws, that the Shares will be
characterized as "restricted securities" under federal
securities laws, and that under such laws and applicable
regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Act or an exemption
therefrom.
3.07 LEGEND. It is agreed and understood by Buyer that
the Certificates representing the Shares shall each
conspicuously set forth on the face or back thereof a legend in
substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION ACCOMPANIED BY AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
IV.
MISCELLANEOUS
4.01 SURVIVAL OF AGREEMENTS. All covenants, agreements,
representations and warranties made herein shall survive the
execution and delivery of this Agreement and the sale and
delivery of the Shares pursuant hereto for a period until 90
days following the receipt by the Company of its next audited
financial statements.
4.02 PARTIES IN INTEREST. All covenants and agreements
contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether
so expressed or not.
4.03 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF TEXAS.
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4.04 ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except in
writing
4.05 TIME. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, each of the Seller and the Buyer has
executed this Agreement or caused this Agreement to be executed
on its behalf by its duly authorized representative, as of the
day and year first above written.
SELLER:
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
BUYER:
CROSS COUNTRY CAPITAL PARTNERS, L.P.
By: /s/ E. Xxxxxx Xxxxx
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Name: E. Xxxxxx Xxxxx
Title: General Partner
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