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EXHIBIT 2.20
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into by
and among XXXXXX X. STORY, an individual ("Seller"), and WIRELESS
COMMUNICATIONS, INC. ("Purchaser"), effective as of the 3rd day of May, 1995.
R E C I T A L S:
A. Story assigned a ten percent (10%) interest in the wireless
cable television system and related assets serving the Lubbock, Texas market
(the "Lubbock Assets") to Xxxxxx X. Story, Inc. ("RRSI"). Pursuant to the
terms of the Asset Purchase Agreement ("Purchase Agreement"), dated May 3,
1995, RRSI acquired from United States Wireless Systems, Inc. ("Systems") the
remaining ninety percent (90%) of the Lubbock Assets.
B. Heartland Wireless Communications, Inc. ("Heartland") has
previously loaned to Seller an aggregate of $3,700,000 ("Heartland Loan"), the
proceeds of which were contributed by Seller to RRSI and used by RRSI toward
the purchase of the Lubbock Assets pursuant to the Purchase Agreement.
C. Seller is the owner of 1,000 issued and outstanding common
shares of RRSI ("Shares"), which shares constitute 100% of the outstanding
equity interests in RRSI.
D. Heartland is the owner of 100% of the issued and outstanding
shares of Purchaser, and has assigned its rights in and to the Heartland Loan
to Purchaser.
E. Upon the closing under the Purchase Agreement, RRSI became the
sole owner of the Lubbock Market.
F. Seller desires to sell, and Purchaser desires to purchase, the
Shares, as further set forth herein.
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and
conditions set forth in this Agreement, Seller agrees to sell, transfer and
assign to Purchaser, and Purchaser agrees to purchase from Seller, at the
Closing (as defined below), the Shares.
2. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the
Shares shall be $5,400,000, payable as follows:
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a. DISCHARGE OF HEARTLAND LOAN. At the Closing, and
upon the conveyance of the Shares to Purchaser, the Heartland Loan shall be
deemed to have been paid in full, Purchaser shall discharge the Heartland Loan
and $3,700,000 shall be credited toward the Purchase Price.
b. CASH PAYMENT. $1,700,000 shall be payable to Seller
in cash at the Closing.
3. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents
and warrants to Purchaser as follows:
a. This Agreement constitutes the valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
except to the extent limited by bankruptcy, insolvency, reorganization, or
other laws of general application relating to or affecting the enforcement of
creditors' rights.
b. Seller is the lawful owner of and has the right to
transfer to Purchaser the Shares. The delivery to Purchaser of the instruments
of transfer of ownership contemplated by this Agreement will vest good and
marketable title to the Shares to Purchaser free and clear of all liens,
mortgages, pledges, security interests, restrictions, encumbrances and claims
of any kind or nature whatsoever other than for restrictions imposed on the
transferability of unregistered securities under applicable federal and state
securities laws.
c. The Shares are validly issued, fully paid and
non-assessable, free of preemptive rights, and have not been issued in
violation of federal or state securities laws.
d. The Shares constitute all of the issued and
outstanding capital shares of RRSI, and other than the Shares, there are no
other issued and outstanding shares of any class of capital stock or any other
securities of RRSI.
e. Seller is the record and beneficial owner of the
Shares, and other than this Agreement, there is no subscription, option,
warrant, call, right, agreement, or commitment relating to the issuance, sale,
delivery or transfer (including any rights of conversion or exchange under any
outstanding security or other instrument) of the Shares, or any voting
agreement, voting trust agreement, shareholder agreement or similar agreement
relating to the securities of RRSI.
f. RRSI has no liabilities to any party, other than
liabilities associated with the Heartland Loan or liabilities assumed in
connection with the Purchase Agreement.
x. XXXX was incorporated on April 26, 1995, and has not
engaged in any material obligations or activities (other than consummating the
purchase of the Lubbock Assets under the Purchase Agreement), including, but
not limited to, incurring any liens, liabilities or other obligations or hiring
any employees.
STOCK PURCHASE AGREEMENT - PAGE 2
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Except for the representations and warranties expressly set forth in Section 3
above, Seller does not make, and hereby disclaims any, representations and
warranties, express or implied. Purchaser acknowledges that it has conducted
its own review and investigation of the Lubbock Assets and is not relying on
Seller to confirm the title, condition or quality of the Lubbock Assets.
Additionally, Purchaser acknowledges that it has not relied upon Seller in
evaluating the business prospects from operation of the Lubbock Assets.
[Remainder of page intentionally left blank]
STOCK PURCHASE AGREEMENT - PAGE 3
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4. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
represents and warrants to Seller as follows:
a. This Agreement has been duly, authorized, executed
and delivered by or on behalf of Purchaser, constitutes the valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, except to the extent limited by bankruptcy, insolvency, reorganization,
or other laws of general application relating or affecting the enforcement of
creditor's rights.
b. Purchaser is the owner and holder of the Heartland
Loan.
5. CLOSING. The "Closing" under this Agreement shall occur on or
before 5:00 p.m. on May 3, 1995, at the officers of Arter, Hadden, Xxxxxxx &
Xxxxxxxx, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other
time and place as Seller and Purchaser shall mutually agree upon. At the
Closing, Seller shall deliver to Purchaser a certificate representing the
Shares to be sold by Seller to Purchaser duly endorsed in blank, or accompanied
by stock powers duly endorsed in blank. At the Closing, Purchaser shall
deliver to Seller any instruments representing the Heartland Loan marked
"Discharged" and any other acknowledgements of the discharge of the Heartland
Loan reasonably requested by Seller, along with $1,700,000 in cash.
6. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and shall be binding upon, the heirs, personal representatives,
successors and assigns of the parties hereto. Heartland may assign its rights
hereunder to any party.
7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
EXECUTED to be effective as of May 3, 1995.
SELLER:
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Xxxxxx X. Story
PURCHASER:
WIRELESS COMMUNICATIONS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Its: Vice President
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STOCK PURCHASE AGREEMENT - PAGE 4
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4. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
represents and warrants to Seller as follows:
a. This Agreement has been duly, authorized, executed
and delivered by or on behalf of Purchaser, constitutes the valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, except to the extent limited by bankruptcy, insolvency, reorganization,
or other laws of general application relating or affecting the enforcement of
creditor's rights.
b. Purchaser is the owner and holder of the Heartland
Loan.
5. CLOSING. The "Closing" under this Agreement shall occur on or
before 5:00 p.m. on May 3, 1995, at the officers of Arter, Hadden, Xxxxxxx &
Xxxxxxxx, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other
time and place as Seller and Purchaser shall mutually agree upon. At the
Closing, Seller shall deliver to Purchaser a certificate representing the
Shares to be sold by Seller to Purchaser duly endorsed in blank, or accompanied
by stock powers duly endorsed in blank. At the Closing, Purchaser shall
deliver to Seller any instruments representing the Heartland Loan marked
"Discharged" and any other acknowledgements of the discharge of the Heartland
Loan reasonably requested by Seller, along with $1,700,000 in cash.
6. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and shall be binding upon, the heirs, personal representatives,
successors and assigns of the parties hereto. Heartland may assign its rights
hereunder to any party.
7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
EXECUTED to be effective as of May 3, 1995.
SELLER:
/s/ XXXXXX X. STORY
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Xxxxxx X. Story
PURCHASER:
WIRELESS COMMUNICATIONS, INC.
By:
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Name:
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Its:
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STOCK PURCHASE AGREEMENT - PAGE 5
