Exh 10-a
ULTRADATA SYSTEMS, INCORPORATED
SERIES B PREFERRED
STOCK PURCHASE AGREEMENT
DATED AS OF JUNE 1, 2006
This STOCK PURCHASE AGREEMENT is made as of the 1st day of June, 2006,
by and between ULTRADATA SYSTEMS, INCORPORATED, a Delaware corporation
(the "Company"), RW DATA, INC., a Delaware corporation (the
"Subsidiary) and WARNER TECHNOLOGY & INVESTMENT CORP., a New Jersey
corporation ("Investor").
WHEREAS the Company has agreed to issue and sell, and the
Investor has agreed to purchase, 210,000 shares (the "Shares") of the
Company's authorized but unissued Series B Preferred Stock, $.01 par
value per share (the "Series B Preferred Stock") on the terms and
conditions set forth in this Agreement; and
WHEREAS, the parties anticipate that the assets and liabilities
of the Company existing prior to the sale of the Shares will be
transferred and assigned to the Subsidiary;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1: DEFINITIONS
In this Agreement, the following terms have the meanings assigned:
1.1 "Assignment and Assumption Agreement" refers to the
agreement between the Company and the Subsidiary pursuant to which the
Company shall transfer its assets to and secure the assumption of its
liabilities by the Subsidiary, as set forth as Appendix A hereto.
1.2 "Closing" and "Closing Date" have the meanings ascribed
thereto at Section 2.3 hereof.
1.3 "Management Agreement" means the agreement dated as of the
Closing Date among the Company, the Subsidiary and certain officers of
the Company providing for the management of the Subsidiary and other
matters, as set forth as Appendix C hereto.
1.4 "Person" means any individual, corporation, partnership,
trust or unincorporated organization or a government or any agency or
political subdivision thereof.
1.5 "SEC" means the U.S. Securities and Exchange Commission and
"Securities Act" means the Securities Act of 1933.
1.6 "Tax" (and, with correlative meaning, "Taxes" and "Taxable")
means:
(i) any income, alternative or add-on minimum tax, gross
receipts tax, sales tax, use tax, ad valorem tax, transfer tax,
franchise tax, profits tax, license tax, withholding tax, payroll
tax, employment tax, excise tax, severance tax, stamp tax,
occupation tax, property tax, environmental or windfall profit
tax, custom, duty or other tax, impost, levy, governmental fee or
other like assessment or charge of any kind whatsoever together
with any interest or any penalty, addition to tax or additional
amount imposed with respect thereto by any governmental or Tax
authority responsible for the imposition of any such tax
(domestic or foreign), and
(ii) any liability for the payment of any amounts of the
type described in clause (i) above as a result of being a member
of an affiliated, consolidated, combined or unitary group for any
Taxable period, and
(iii) any liability for the payment of any amounts of the
type described in clauses (i) or (ii) above as a result of any
express or implied obligation to indemnify any other person.
1.7 "Tax Return" means any return, declaration, form, claim for
refund or information return or statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment
thereof.
ARTICLE II: PURCHASE AND SALE
2.1 PURCHASE AND SALE. Prior to the Closing, the Company shall
file with the Secretary of State of Delaware a Certificate of
Designation of Series B Convertible Preferred Stock in the form annexed
hereto as Appendix B. Upon and subject to the terms and conditions of
this Agreement, and in reliance upon the representations, warranties,
covenants and agreements herein contained, on the Closing Date (as
defined below), Investor shall purchase from the Company, and the
Company shall issue and sell to the Investor, the Shares.
2.2 PURCHASE PRICE; ESCROW. The purchase price for the Shares
shall be Two Hundred Ten Thousand Dollars ($210,000), $60,000 of which
will be paid to the Company in cash at the Closing, and the balance
($150,000) of which shall be paid in cash to Xxxxxx Xxxxxx, the
Company's counsel ("Escrow Agent"), to be held in escrow and disbursed
as follows: first, to pay the Company's debt to Golden Gate Investors,
Inc. ("Golden Gate"), and second to the Subsidiary to pay Company
obligations which it will have assumed pursuant to the Assignment and
Assumption Agreement.
2.3 CLOSING. The closing of the purchase and sale of the
Shares (the "Closing") shall take place as soon as practicable
following the satisfaction or waiver of each of the conditions set
forth in Section 5 hereof (the "Closing Date"). In no event shall the
Closing take place later than May 31, 2006. The Closing shall take
place at the offices of American Union Securities, Inc., 000 Xxxx
Xxxxxx, Xxx Xxxx, XX or at such other location as the Parties agree.
2.4 CLOSING DOCUMENTS. At the Closing, the Parties will
deliver the following documents:
(a) Deliveries by the Company. The Company shall deliver to
Investor:
(i) Stock Certificates for the Shares, registered in the name
of the Investor;
(ii) Certain Directors' resolutions and resignations, as
described in Section 5.2 hereof; and
(iii) Any other documents and instruments reasonably requested by
the Investor to consummate the transactions contemplated
herein.
(b) Deliveries by the Investor. The Investor shall deliver to the
Company:
(i) Cash by wire transfer to the account of the Escrow Agent in
the amount of $150,000 and to the Company in the amount of
$60,000;
(ii) Any other documents and instruments reasonably requested by
the Company to consummate the transactions contemplated herein.
2.5 RESTRICTIONS ON RESALE. The Shares will not be registered
under the Securities Act or the securities laws of any state, and
cannot be transferred, hypothecated, sold or otherwise disposed of
until: (i) a registration statement with respect to such securities is
declared effective under the Securities Act, or (ii) the Investor
receives an opinion of counsel for the Company that an exemption from
the registration requirements of the Securities Act is available.
The certificates representing the Shares which are being issued
to the Investor shall contain a legend substantially as follows:
"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT
WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT,
OR ULTRADATA SYSTEMS, INCORPORATED RECEIVES AN OPINION OF
COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT IS AVAILABLE."
ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE SUBSIDIARY
The Company and the Subsidiary hereby represent and warrant, jointly
and severally, to the Investor that the following representations and
warranties are true and accurate; and each of the Company and the
Subsidiary acknowledges and confirms that the Investor is relying upon
such representations and warranties in connection herewith and would
not have entered into this Agreement without same:
3.1 ORGANIZATION AND STANDING. Each of the Company and the
Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its business as now
conducted. The Company is duly qualified to transact business and is
in good standing in the State of Missouri.
3.2 CAPACITY AND AUTHORITY. Company has the necessary capacity
and right to execute this Agreement and to sell and issue the Shares to
the Investor, free and clear of all Liens, charges, and any other
rights of others. All corporate action required on the part of each of
the Company and the Subsidiary necessary for the authorization,
execution, delivery and performance of this Agreement by the Company
has been taken.
3.3 CAPITALIZATION. The authorized capital of the Company
(collectively, "Company Stock") consists of the following:
(a) 50,000,000 shares of Common Stock, $.01 par value per
share, 16,355,421 of which are issued and outstanding as of
the date of this Agreement;
(b) 5,000,000 shares of Series A Preferred Stock, $.01 par
value per share, none of which are outstanding;
(c) 210,000 Shares of Series B Preferred Stock, none of which
are outstanding and all of which are reserved for issuance
under this Agreement; and
(d) 150,000 Share of Series C Preferred Stock, par value $.01
per share (the "Series C Preferred Stock") none of which are
outstanding and all of which are reserved for issuance under
the Management Agreement.
3.4 SUBSIDIARIES. The authorized capital of the Subsidiary
consists of 10,000 shares of Common Stock, all of which are owned
beneficially and of record by the Company. The Company does not have
ownership interest in any other Person.
3.5 NO CONFLICT. Neither the execution and delivery of this
Agreement by the Company or the Subsidary, nor the execution and
delivery by the Company and the Subsidiary of the Management Agreement
or the Assignment and Assumption Agreement, nor the execution and
consummation by the Company or the Subsidiary of the transactions
contemplated hereby or thereby will, with or without the giving of
notice or the passage of time, or both (i) violate any provision of
Applicable Law, (ii) conflict with or result in any breach of any of
the terms, conditions, or provisions of, or constitute a default under,
the Company's or the Subsidiary's Certificate of Incorporation, or
either of their Bylaws, in each case as amended, or (iii) violate in
any material respect, any indenture, lease, loan agreement or other
agreement or instrument to which the Company is a party or by which it
or any of its properties are bound, or any decree, judgment, order,
statute, rule or regulation applicable to the Company or the
Subsidiary.
3.6 BINDING OBLIGATION. This Agreement constitutes a valid and
binding obligation of each of the Company and the Subsidiary,
enforceable against each of them in accordance with its terms, except
as enforcement of remedies may be limited by Applicable Law relating to
bankruptcy, insolvency and other laws affecting the enforcement of
creditors rights generally and subject to general equitable
principles..
3.7 LITIGATION. There is no action, suit, investigation, audit or
proceeding pending against, or to the Knowledge of the Company,
threatened against or affecting, the Company or the Subsidiary or any
of their respective assets or properties before any court or arbitrator
or any governmental body, agency or official.
3.8 COMPLIANCE WITH APPLICABLE LAWS. To the Knowledge of the
Company, the business of the Company has not been, and is not being,
conducted in violation of any Applicable Law.
3.9 TAX RETURNS AND PAYMENT. The Company has duly and timely
filed all material Tax Returns required to be filed by it and has duly
and timely paid all Taxes shown thereon to be due. There is no
material claim for Taxes that is a Lien against the property of the
Company other than Liens for Taxes not yet due and payable, none of
which is material. The Company has not received written notification
of any audit of any Tax Return of the Company being conducted or
pending by a Tax authority where an adverse determination could have a
Material Adverse Effect on the Company, and no extension or waiver of
the statute of limitations on the assessment of any Taxes has been
granted to the Company which is currently in effect.
3.10 COMPANY PUBLIC FILINGS. The Company is a fully compliant
reporting company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and all Company public filings required under the
Exchange Act have been made. All public filings by the Company under
the Exchange Act are true, correct and complete in all material
respects, are not misleading and do not omit to state any material fact
which is necessary to make the statements contained in such public
filings not misleading in any material respect. To the Knowledge of
the Company, the Company has not been threatened or is not subject to
removal of its Common Stock from the OTC Bulletin Board.
3.11 FINDERS' FEES. The Company has not incurred, nor will it
incur, directly or indirectly, any liability for brokers' or finders'
fees or agents' commissions or investment bankers' fees or any similar
charges in connection with this Agreement or any transaction
contemplated hereby.
ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF INVESTOR
The Investor hereby represents and warrants that the following
representations and warranties are true and accurate and acknowledges
and confirms that the Company is relying upon such representations and
warranties in connection herewith and would not have entered into this
Agreement without same:
4.1 ORGANIZATION AND STANDING. The Investor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New Jersey and has all requisite corporate power and authority
to carry on its business as now conducted.
4.2 CAPACITY AND AUTHORITY. The Investor has the necessary
capacity and right to execute this Agreement. All corporate action
required on the part of the Investor necessary for the authorization,
execution, delivery and performance of this Agreement by the Investor
has been taken.
4.3 NO CONFLICT. Neither the execution and delivery of this
Agreement by the Investor nor the execution and consummation by it of
the transactions contemplated hereby will, with or without the giving
of notice or the passage of time, or both, (i) violate any provision of
Applicable Law, (ii) conflict with or result in any breach of any of
the terms, conditions, or provisions of, or constitute a default under,
the Investor's Certificate of Incorporation or Bylaws, in each case as
amended, or (iii) violate in any material respect, any indenture,
lease, loan agreement or other agreement or instrument to which the
Investor is a party or by which it or any of its properties are bound,
or any decree, judgment, order, statute, rule or regulation applicable
to the Investor.
4.4 BINDING OBLIGATION. This Agreement constitutes a valid and
binding obligation of the Investor, enforceable against it in
accordance with its terms, except as enforcement of remedies may be
limited by Applicable Law relating to bankruptcy, insolvency and other
laws affecting the enforcement of creditors rights generally and
subject to general equitable principles.
4.5 ACQUISITION FOR INVESTOR'S OWN ACCOUNT. The Shares and the
Reserved Shares will be acquired by the Investor for its own account
for investment purposes and not with a view to, or for sale in
connection with, any distribution. The Investor does not presently
have any contract, undertaking or agreement with any Person to sell,
transfer or grant participation rights to such Person or to any other
Person with respect to any of the Shares or Reserved Shares.
4.6 ACCREDITED INVESTOR; ACKNOWLEDGMENT OF RISK. The Investor
is an "accredited investor" within the meaning of Rule 501(a) promulgated
under the Securities Act of 1933. The Investor understands that the
purchase of the Shares and the Reserved Shares involves substantial
risk and represents that it is in a financial position to hold the
Shares and the Reserved Shares for an indefinite period of time and to
bear the economic risk of, and withstand a complete loss of, its
investment in such securities. In addition, by virtue of its
expertise, the advice available to it and previous investment
experience, the Investor has extensive knowledge and experience in
financial and business matters, investments, securities and private
placements and the capability to evaluate the merits and risks of the
transactions contemplated by this Agreement. The Investor and its
representatives have been afforded full and free access to corporate
books, financial statements, records, contracts, documents, and other
information concerning the Company and to its offices and facilities,
have been afforded an opportunity to ask such questions of the
Company's officers and employees concerning the Company's business,
operations, financial condition, assets, liabilities and other relevant
matters as they have deemed necessary or desirable, and have been given
all such information as has been requested, in order to evaluate the
merits and risks of the prospective investment contemplated herein.
ARTICLE 5: CONDITIONS TO THE CLOSING
The respective obligations of each Party to consummate and effect the
transactions contemplated hereby shall be subject to the satisfaction
at or prior to the Closing of each of the following conditions, any of
which may be waived in writing by the Party benefited thereby (to the
extent permitted by Applicable Law):
5.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY.
(a) Representations and Warranties; Performance. The
representations and warranties by Investor set forth in Section 4
herein shall be true and accurate in all material respects on and
as of the Closing Date with the same force and effect as though
such representations and warranties had been made at and as of
the Closing Date; and the Investor shall have performed and
complied in all material respects with all agreements to be
performed or complied with by it pursuant to this Agreement at or
prior to the Closing.
(b) Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by
this Agreement and all documents and instruments incident to such
transactions shall be reasonably satisfactory in substance and
form to Company and its counsel, and Company and its counsel
shall have received all such counterpart originals (or certified
or other copies) of such documents as they may reasonably
request.
5.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF INVESTOR.
(a) Consents, Approvals. The Company shall have obtained all
necessary consents and approvals of its board of directors, and
all consents, approvals and authorizations required under its
governing documents, and all necessary consents and approvals,
including waivers by the Company's lenders and other third-
parties, if necessary, to the consummation of the transactions
contemplated by this Agreement.
(b) Representations And Warranties. The representations and
warranties by the Company and the Subsidiary set forth in Section
3 herein shall be true and accurate in all material respects on
and as of the Closing Date with the same force and effect as
though such representations and warranties had been made at and
as of the Closing Date.
(c) Performance. The Company shall have performed and complied
in all material respects, and shall have caused the Subsidiary to
perform and comply in all material respects, with all agreements
to be performed or complied with by either of them pursuant to
this Agreement prior to or at the Closing.
(d) Proceedings And Documents. All corporate, company and
other proceedings in connection with the transactions contemplated by
this Agreement and all documents and instruments incident to the
transactions contemplated by this Agreement shall be reasonably
satisfactory in substance and form to Investor and its counsel, and
Investor and its counsel shall have received all such counterpart
originals (or certified or other copies) of such documents as they may
reasonably request.
(e) Agreements Regarding Subsidiary. The Company and the
Subsidiary shall have consummated the Assignment and Assumption
Agreement, pursuant to which all assets of the Company will be
transferred to the Subsidiary, and all obligations and liabilities
of the Company will be assumed by the Subsidiary. The Company, the
Subsidiary and certain officers of the Company (including Xxxxx
Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxxx, collectively referred to
herein as the "Managers") shall have entered into the Management
Agreement, pursuant to which the Managers will agree, among other
things, to terminate their respective employment agreements with the
Company and to undertake the management of the Subsidiary, and the
Company will agree to issue to the Managers certain shares of Series C
Preferred Stock (the terms of which are set forth in the Certificate
of Designation of Series C Convertible Preferred Stock annexed hereto
as Appendix D) and options, all as set forth in the Management Agreement.
(f) SEC Filing and Trading Status. The Company shall be a
fully compliant reporting public company under the Securities
Exchange Act of 1934, and shall be current in all of its reports
required by the SEC, and the Company shall not have been
threatened or subject to delisting from the OTC Bulletin Board.
(g) Resignations. On the Closing Date, the Company shall
deliver to the Investor a certified resolution of the Directors
of the Company electing up to three individuals designated by the
Investor to the Board of Directors of the Company, effective upon
consummation of the Closing, together with written resignations
of each of the Company's Directors and Officers (excepting the
Investor designees), which shall be effective ten days after the
mailing of the information statement to the Company shareholders,
as described in Section 6.2, below.
ARTICLE 6: POST CLOSING COVENANTS
6.1 INDEMNIFICATION.
(a) Indemnification by Company and Subsidiary. The Company
and the Subsidiary shall, jointly and severally, indemnify, defend
and hold harmless each of the Investor, any subsidiary or affiliate
thereof and each person who is now, or has been at any time prior to
the date hereof or who becomes prior to the Closing, an officer,
director or partner of the Investor, any subsidiary or affiliate
thereof or an employee of the Investor, any subsidiary or affiliate
thereof and their respective heirs, legal representatives, successors
and assigns (the "Investor Indemnified Parties") against all losses,
claims, damages, costs, expenses (including reasonable attorneys'
fees), liabilities or judgments or amounts that are paid in settlement of
or in connection with any threatened or actual third party claim,
action, suit, proceeding or investigation based in whole or in
part on or arising in whole or in part out of (i) any material
breach of this Agreement by the Company or the Subsidiary,
including but not limited to failure of any representation or
warranty to be true and correct at or before the Closing, (ii)
the consummation of the transactions contemplated herein, and any
action taken in connection therewith; or (iii) any liability of
the Company as of the Closing Date assumed by the Subsidiary
pursuant to the terms of the Assignment and Assumption Agreement.
Any Investor Indemnified Party wishing to claim indemnification
under this Section 6.1, upon learning of any such claim, action,
suit, proceeding or investigation, shall notify the Company or
the Subsidiary in writing, but the failure to so notify shall not
relieve the Company from any liability that it may have under
this Section 6.1, except to the extent that such failure would
materially prejudice the Company or the Subsidiary.
(b) Indemnification by Investor. Investor shall indemnify,
defend and hold harmless each of the Company and the Subsidiary
and each person who is now, or has been at any time prior to the
date hereof or who becomes prior to the Closing, an officer,
director, employee or partner of the Company or the Subsidiary
and their respective heirs, legal representatives, successors and
assigns (the "Company Indemnified Parties") against all losses,
claims, damages, costs, expenses (including reasonable attorneys'
fees), liabilities or judgments or amounts that are paid in
settlement of or in connection with any threatened or actual
third party claim, action, suit, proceeding or investigation
based in whole or in part on or arising in whole or in part out
of (i) any material breach of this Agreement by the Investor or
any subsidiary or affiliate thereof, including but not limited to
failure of any representation or warranty to be true and correct
at or before the Closing, or (ii) the consummation of the
transactions contemplated herein, and any action taken in
connection therewith. Any Company Indemnified Party wishing to
claim indemnification under this Section 6.1, upon learning of
any such claim, action, suit, proceeding or investigation, shall
notify the Investor in writing, but the failure to so notify
shall not relieve Investor from any liability that it may have
under this Section 6.1, except to the extent that such failure
would materially prejudice the Investor.
(c) Indemnification of the Escrow Agent. Each of the Company,
the Investor and the Subsidiary (the "Indemnitors") agrees,
jointly and severally, to indemnify the Escrow Agent against, and
hold him harmless from, any and all loss, liability, cost, damage
and expense, including without limitation, reasonable counsel
fees, which the Escrow Agent may suffer or incur by reason of any
action, claim or proceeding brought against the Escrow Agent
arising out of or relating in any way to his service in such
capacity, unless such action, claim or proceeding is the result
of the willful misconduct or gross negligence of the Escrow
Agent. If the Escrow agent wishes to claim indemnification under
this Section 6.1, upon learning of any such claim, action, suit,
proceeding or investigation, he shall notify the Indemnitors in
writing, but the failure to so notify shall not relieve
Indemnitors from any liability that they may have under this
Section 6.1, except to the extent that such failure would
materially prejudice the Indemnitors.
6.2 INFORMATION STATEMENT. Within five (5) days after the
Closing Date, the Company shall file with the SEC an information statement
pursuant to SEC Rule 14f-1 and shall mail it to the shareholders of record.
ARTICLE 7: GENERAL PROVISIONS.
7.1 GOVERNING LAW. This Agreement shall be governed by the laws
of the State of New York, without giving effect to the principles of
conflicts of laws thereof, as applied to agreements entered into and to
be performed in such state.
7.2 EXPENSES. Except as contemplated by this Agreement, all costs
and expenses incurred in connection with this Agreement and the
consummation of the transactions contemplated by this Agreement shall
be paid by the Party incurring such expenses.
7.3 ENTIRE AGREEMENT. This Agreement (including the agreements,
documents and instruments referred to in this Agreement) contains the
entire understanding of the Parties with respect to the subject matter
contained in this Agreement, and supersedes and cancels all prior
agreements, negotiations, correspondence, undertakings and
communications of the Parties, oral or written, respecting such subject
matter including the Letter of Intent executed by the Investor and the
Company on April 27, 2006, except that the provisions of paragraph 11
of the Letter of Intent shall survive until the earlier or the Closing
Date or the termination of this Agreement, and the provisions of
paragraph 12 thereof shall survive.
7.4 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned by any
Party (whether by operation of law or otherwise) without the prior
written consent of the other Parties; provided that in no event may the
right to indemnification provided by Section 6 hereof be assigned by
any of the Parties, with or without consent, except by operation of
law. Subject to the immediately preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by,
the Parties and their respective successors and assigns.
7.5 NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given or made as follows:
(a) If sent by reputable overnight air courier (such as Federal
Express), 2 business days after being sent;
(b) If sent by facsimile transmission, with a copy mailed
on the same day in the manner provided in clause (a) above, when
transmitted and receipt is confirmed by the fax machine; or
(c) If otherwise actually personally delivered, when delivered.
All notices and other communications under this Agreement shall be
sent or delivered as follows:
If to the Investor, to:
Xxxxxxx Xxxx, Chief Executive Officer
Warner Technology & Investment Corp.
c/o American Union Securities, Inc.
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to the Company and/or the Subsidiary, to:
Xxxxx Xxxx, Chief Executive Officer
Ultradata Systems Incorporated
0000 Xxxxxxxx Xxxxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Each Party may change its address by written notice in accordance with
this Section.
7.6 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all
of which shall be considered one and the same agreement.
7.7 NO THIRD PARTY BENEFICIARIES. Except as expressly provided
by this Agreement, nothing herein is intended to confer upon any person or
entity not a Party to this Agreement any rights or remedies under or by
reason of this Agreement.
7.8 AMENDMENTS. No amendment of this Agreement shall be binding
unless set forth in a writing duly executed by each of the Parties.
7.9 IN WITNESS WHEREOF, the Parties have signed as of the date
first hereinabove written.
ULTRADATA SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx
Chief Executive Officer
RW DATA, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx
President
WARNER TECHNOLOGY & INVESTMENT CORP.
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Chief Executive Officer
