EXECUTION COPY
XXXXX FAMILY PURCHASE AGREEMENT
-------------------------------
THIS XXXXX FAMILY PURCHASE AGREEMENT (the "Agreement") is entered into as
of the 11th day of June, 2002, by and among Xxxxxx Xxxxx, ("Xxxxxx") Xxxxxxxxx
Chiddicks ("Xxxxxxxxx"), Xxxxx Xxxxx ("Xxxxx") and Xxxx Xxxxx ("Xxxx" and
collectively with Xxxxxx, Xxxxxxxxx and Xxxxx, the "Sellers") and Xxxxxxx X.
Xxxxxxx ("Bartkiw" or "Buyer"), and CTI Group (Holdings) Inc., a Delaware
corporation ("CTIG").
BACKGROUND
A. Pursuant to a Settlement Agreement of even date herewith (the
"Settlement Agreement") FHL, Bartkiw and Xxxxxxxx, each a shareholder of CTIG,
have negotiated and agreed with Xxxxxxx X. Xxxxx ("Xxxxx") for the purchase and
sale of all of the equity securities of CTIG owned beneficially or of record by
Xxxxx, on the terms set forth therein.
B. Further, as a condition to the execution and delivery of the Settlement
Agreement, Sellers have agreed to sell all of the equity securities of CTIG
owned beneficially or of record by each of them, on the terms set forth herein.
NOW, THEREFORE, for the mutual consideration set forth herein and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Closing. The Closing of the Contemplated Transactions shall occur as
follows:
1.1 Closing Mechanics. Upon the execution and delivery of this
Agreement, subject to the terms and conditions hereof, the Contemplated
Transactions shall be consummated as follows:
(a) On or before June 25, 2002, the Sellers shall initiate (by
instructing their respective brokers in writing and causing such brokers to
initiate such transfer) the electronic transfer of 44,800 shares of Class A
Stock (2,800 shares owned by Xxxxxx and 42,000 shares owned by Xxxx),
representing all uncertificated shares of the Stock, with such electronic
transfer resulting in the deposit of such uncertificated shares of Stock to the
following brokerage account (the "Electronic Transfer"):
DB Xxxx Xxxxx, Inc.
DTC # 0573
Xxxxxxx Xxxxxxx
#000-00000-00
; and
(b) Upon confirmation by the Buyer that the Electronic
Transfer has been consummated in accordance with Section 1.1(a) (the "Buyer
Confirmation"), the Buyer shall, by the end of the first business day
immediately following the day the Buyer Confirmation occurs, cause the
initiation of the wire transfer of the Purchase Price to the Sellers; and
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(c) Upon confirmation by the Sellers that the wire transfer of
the Purchase Price has been consummated (the "Seller Confirmation"), the Sellers
shall, by the end of the first business day immediately following the day the
Seller Confirmation occurs, cause the delivery to Blank Rome Xxxxxxx & XxXxxxxx
LLP ("Blank Rome"), for the benefit of the Buyer, of the certificates for shares
of Class A Stock representing the balance of the Stock properly endorsed for
transfer (including Medallion Guarantees) (the "Hand Delivery").
(d) The parties hereto acknowledge and agree that Blank Rome
and Drinker are acting as custodians on behalf of the Buyer and the Sellers,
respectively. The parties hereto agree on a joint and several basis to indemnify
and hold harmless Blank Rome and Drinker and their respective partners,
employees and representatives against all losses, claims, liabilities, expenses
(including attorneys' fees and costs of investigation) and damages arising from
any error of judgment or for any act done or omitted by Blank Rome or Drinker in
good faith, or for any mistake of fact or law, and each of Blank Rome and
Drinker is released and exculpated from any liability hereunder except for such
party's gross negligence or willful misconduct.
1.2 Closing. The closing date for the consummation of all of the
Contemplated Transactions shall be deemed to be the date upon which the delivery
contemplated in Section 1.1(c) shall have been completed (the "Closing Date").
1.3 Performance of Closing Obligations. If the Buyer or CTIG, on the
one hand, or the Sellers, on the other hand, breach the covenants set forth in
Section 1.1, the parties hereto agree that the non-breaching parties shall be
entitled to specific performance of such obligations, in addition to all other
rights and remedies afforded at law or in equity and under this Agreement.
2. Stock Purchase.
2.1 Purchase and Sale. On the Closing Date, subject to and upon the
terms and conditions contained herein, each of the Sellers will (i) sell,
transfer, convey, assign and deliver to the Buyer and the Buyer will purchase
and acquire from each of the Sellers, good, marketable and valid right, title
and interest, free and clear of any Adverse Claims and Encumbrances, in and to
the Stock and (ii) deliver evidence to the Buyer of such transfer, conveyance
and assignment of the Stock in the form of certificate(s) constituting all of
the Stock fully and properly endorsed to effect such transfer, conveyance and
assignment of the Stock to Buyer.
2.2 Purchase Price. In consideration of (i) the sale of the Stock, (ii)
the performance of the covenants pertaining to the purchase and sale of the
Stock and (iii) in reliance upon the representations, warranties, covenants and
agreements made herein by the Sellers, the Buyer will, in full payment for the
Stock, pay or cause the payment to Sellers at the Closing, the total sum of
Fifty-Six Thousand One Hundred Twenty-Four and 59/100 Dollars ($56,124.59), in
the proportions set forth on Exhibit "A" hereof and with such payment being made
by wire transfer of immediately available funds to the accounts listed on
Exhibit "A".
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3. Representations and Warranties of Sellers. Each of the Sellers
represents and warrants as follows:
3.1 Ownership. Each Seller is the owner of that number of shares of
Class A Common Stock, $0.01 par value per share, of CTIG (the Class A Common
Stock being referred to as the "Class A Stock") as listed on Exhibit "A" next to
such Sellers name (the shares of Class A Stock owned by the Sellers being
referred to as the "Stock"). All of the Stock is owned of record or beneficially
by each such Seller. The Stock will not be transferred under this Agreement in
violation of any preemptive or preferential rights of any person. The Stock
represents all of the securities of CTIG owned, beneficially or of record, by
the Sellers.
3.2 No Liens on the Stock. Seller owns his or her Stock free and clear
of any Adverse Claims or Encumbrances and such Stock is not subject to any
outstanding option, warrant, call or similar right of any other person to
acquire the same, and the Stock is not subject to any restriction on transfer
thereof except for restrictions imposed by applicable federal and state
securities laws. Seller has the full power, authority and capacity to convey,
and on the Closing Date will convey, good and marketable title to the Stock,
free and clear of all Adverse Claims and Encumbrances.
3.3 Access to Information. Seller acknowledges that CTIG has made
available to Seller the opportunity to ask questions of, and receive answers
from, CTIG concerning CTIG, and to obtain additional information, to the extent
that CTIG possesses such information or can acquire it without unreasonable
expense.
3.4 Authority. Seller has all necessary legal capacity to enter into
this Agreement and the agreements, documents and instruments contemplated
hereby, and to perform his obligations hereunder and thereunder.
3.5 Enforceability. This Agreement and all other agreements, documents,
certificates and instruments to be executed by Seller in connection herewith
have been duly executed and delivered by Seller, and the Agreement, and all such
agreements, documents, certificates and instruments constitutes the legal, valid
and binding obligation of Seller, enforceable against Seller in accordance with
their respective terms.
3.6 Conflict. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time): (i) breach or
give any Governmental Body or other Person the right to challenge any of the
Contemplated Transactions or to exercise any remedy or obtain any relief under
any Legal Requirement or any Order to which Seller may be subject; or (ii)
contravene, conflict with or result in a violation or breach of any of the terms
or requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is
held by Seller that otherwise relates to the Contemplated Transactions or the
Stock.
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3.7 Consents. Seller is not required to give any notice to or obtain
any Consent from any Person in connection with the execution and delivery of
this Agreement or any other agreement, document, certificate or instrument to be
executed by Seller in connection herewith or the consummation or performance of
any of the Contemplated Transactions.
3.8 Legal Proceedings. There is no pending or, to Seller's Knowledge,
threatened Proceeding by or against Seller (i) that relates to or may affect the
Stock; or (ii) that challenges, or that may have the effect of preventing,
delaying, making illegal or otherwise interfering with, any of the Contemplated
Transactions.
3.9 Brokers or Finders. Seller has not incurred any obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payments in connection with the sale of the Stock
or the Contemplated Transactions.
3.10 Disclosure. No representation or warranty or other statement made
by Seller in this Agreement or any other agreement, document, certificate or
instrument to be executed by Seller in connection herewith contains any untrue
statement or omits to state a material fact necessary to make any of them, in
light of the circumstances in which it was made, not misleading.
4. Representations and Warranties of Bartkiw.
4.1 Authority. Bartkiw has all necessary legal capacity to enter into
this Agreement and the agreements, documents and instruments contemplated
hereby, and to perform his obligations hereunder and thereunder.
4.2 Enforceability. This Agreement and all other agreements, documents,
certificates and instruments to be executed by Bartkiw in connection herewith
have been duly executed and delivered by Bartkiw, and the Agreement, and all
such agreements, documents, certificates and instruments constitutes the legal,
valid and binding obligation of Bartkiw, enforceable against Bartkiw in
accordance with their respective terms.
4.3 Conflict. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time): (i) breach or
give any Governmental Body or other Person the right to challenge any of the
Contemplated Transactions or to exercise any remedy or obtain any relief under
any Legal Requirement or any Order to which Bartkiw may be subject; or (ii)
contravene, conflict with or result in a violation or breach of any of the terms
or requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is
held by Bartkiw otherwise relating to the Contemplated Transactions.
4.4 Consents. Bartkiw is not required to give any notice to or obtain
any Consent from any Person in connection with the execution and delivery of
this Agreement or any other agreement, document, certificate or instrument to be
executed by Bartkiw in connection herewith or the consummation or performance of
any of the Contemplated Transactions.
4.5 Legal Proceedings. There is no pending or, to Bartkiw's Knowledge,
threatened Proceeding by or against Bartkiw that challenges, or that may have
the effect of preventing, delaying, making illegal or otherwise interfering
with, any of the Contemplated Transactions.
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4.6 Brokers or Finders. Bartkiw has not incurred any obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payments in connection with the purchase of the
Stock or the Contemplated Transactions.
4.7 Access to Information. Bartkiw acknowledges that Sellers have made
available to Bartkiw the opportunity to ask questions of, and receive answers
from, Sellers concerning CTIG and the Stock, and to obtain additional
information, to the extent that Sellers possess such information or can acquire
it without unreasonable expense.
5. Representations and Warranties of CTIG.
5.1 Authority. CTIG has the requisite corporate power and authority to
execute, deliver and perform this Agreement and to consummate the Contemplated
Transactions and such has been duly authorized by all necessary corporation
action on the part of CTIG.
5.2 Enforceability. This Agreement and all other agreements, documents,
certificates and instruments to be executed by CTIG in connection herewith have
been duly executed and delivered by CTIG, and the Agreement, and all such
agreements, documents, certificates and instruments constitutes the legal, valid
and binding obligation of CTIG, enforceable against CTIG in accordance with
their respective terms.
5.3 Conflict. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time): (i) breach or
give any Governmental Body or other Person the right to challenge any of the
Contemplated Transactions or to exercise any remedy or obtain any relief under
any Legal Requirement or any Order to which CTIG may be subject; or (ii)
contravene, conflict with or result in a violation or breach of any of the terms
or requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is
held by CTIG otherwise relating to the Contemplated Transactions.
5.4 Consents. Other than the approval of its board of directors, CTIG
is not required to give any notice to or obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or any of the
documents contemplated hereby or the consummation or performance of any of the
Contemplated Transactions.
5.5 Legal Proceedings. There is no pending or, to CTIG's knowledge,
threatened Proceeding by or against CTIG that challenges, or that may have the
effect of preventing, delaying, making illegal or otherwise interfering with,
any of the Contemplated Transactions.
5.6 Brokers or Finders. CTIG has not incurred any obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payments in connection with the purchase of the
Stock or the Contemplated Transactions.
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6. Covenants.
6.1 Standstill.
(a) Without the prior written consent of CTIG (or its
successor), no Seller nor Sellers' agents, affiliates, or other representatives
on any Sellers' behalf will for a period of two (2) years from the date hereof
(i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise, any voting securities or direct or indirect rights or
options to acquire any voting securities of CTIG (or its successor) or (ii)
otherwise act, alone or in concert with others, directly or indirectly, to seek
control of the management, board of directors or policies of CTIG (or its
successor); and Sellers shall not, directly or indirectly, encourage or finance
any Person in the conduct of activities that Sellers would be prohibited from
undertaking themselves by this Agreement or the agreements contemplated hereby.
(b) Without the prior written consent of CTIG (or its
successor), no Seller nor Sellers' agents, or other representatives will for a
period of two (2) years following the Closing Date (i) attend any meeting of the
shareholders of CTIG or encourage or finance (directly or indirectly) any of
Sellers' family members to attend any meeting of shareholders of CTIG, (ii)
make, or in any way participate, directly or indirectly, in any "solicitation"
of any "proxy" to vote (as such terms are used in the proxy rules of the
Securities and Exchange Commission) or seek to advise or influence any person or
entity with respect to the voting of any voting securities of CTIG (or its
successor) or (iii) act as a proxy, agent or otherwise as a representative for
or on behalf of any stockholder of CTIG (or its successor).
6.2 Confidentiality. The Parties agree not to further disclose the
terms or provisions of this Agreement or the Contemplated Transactions to anyone
other than their respective attorneys, financial advisors and, in the case of
Sellers, to the other Sellers and to Xxxxx, and in the case of CTIG, its
officers and directors, each of whom will be informed of and bound by this
confidentiality provision, unless they are required by law to make a disclosure
of such provisions, except that this provision shall not restrict CTIG's ability
to disclose the terms of this Agreement in fulfillment of its disclosure
obligations as a public company under applicable law. All parties hereto agree
that this Agreement may be used as evidence in a lawsuit in which either party
alleges a breach of the promises contained herein. A violation of this Section
6.2 shall constitute a material breach of this Agreement, except that disclosure
of the terms of this Agreement as permitted by this Section 6.2 shall not
constitute a breach of this Agreement
6.3 Mutual Release.
(a) In consideration for the Sellers' execution, delivery and
performance of this Agreement, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Buyer and CTIG for themselves
and on behalf of their heirs, executors, administrators, personal
representatives, present and former officers, directors, employees, agents,
predecessors, successors and/or assigns, as applicable, hereby releases, remises
and forever discharges the Sellers, and their respective heirs, executors,
administrators, personal representatives, agents, successors and assigns (the
"Seller Released Parties") of and from all manner of actions, causes of action,
suits, claims, controversies, covenants, contracts, agreements, rights,
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promises, trespasses, damages, losses and expenses, judgments, sums of money,
debts, dues, demands, obligations or liabilities of any nature whatsoever, at
law or in equity, whether asserted or unasserted, mature or contingent, known or
unknown, accrued or unaccrued and whether for individual or joint conduct
(collectively, the "Claims"), which now exist or which can, shall or may arise
from, in connection with or relating to any action or omission from the
beginning of the world through the date hereof; provided, however, nothing
contained herein shall release or discharge any or all of the Sellers from any
obligation they may have under this Agreement or affect the Buyer' or CTIG's
right to enforce claims arising from or permitted under this Agreement.
(b) In consideration for the Buyer's and CTIG's execution,
delivery and performance of this Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each of the Sellers,
for himself or herself and on behalf of his or her heirs, personal
representatives, successors and assigns, hereby releases, remises and forever
discharges the Buyer and CTIG and their respective heirs, executors,
administrators, personal representatives, present and former officers,
directors, employees, agents, predecessors, successors (by merger or otherwise)
and/or assigns, as applicable, and each of CTIG's present and future parents,
subsidiaries, affiliates, divisions and partnerships in which such party has or
may have any interest, and the directors, officers, employees, agents,
affiliates, shareholders, partners, members and managers of each of them (the
"Buyer Released Parties"), of and from all Claims which now exist or which can,
shall or may arise from, in connection with or relating to any action or
omission from the beginning of the world through the date hereof; provided,
however, nothing contained herein shall release or discharge the Buyer and CTIG
from any obligation it may have under this Agreement or affect Sellers' right to
enforce claims arising from or permitted under this Agreement.
(c) The Sellers will hold the Buyer Released Parties harmless
and will indemnify the same for any and all expenses, costs and attorneys' fees
that the Buyer Released Parties may suffer or incur by reason of a breach of any
of the provisions herein by the Sellers. CTIG and the Buyer will hold the Seller
Released Parties harmless and will indemnify the same for any and all expenses,
costs and attorneys' fees that the Seller Released Parties may suffer or incur
by reason of a breach of any of the provisions herein by the Buyer or CTIG.
6.4 Further Assurances. Sellers agree (a) to furnish upon request to
the Buyer or CTIG, as applicable such further information, (b) to execute and
deliver to each other party such other documents, and (c) to do such other acts
and things, all as another party may reasonably request for the purpose of
carrying out the intent of this Agreement, the other documents contemplated
hereby and the Contemplated Transactions, including but not limited to
transferring (without additional consideration) to the Buyer any additional
equity securities now or hereafter owned, legally or beneficially, by Sellers in
contravention of Section 6.1 or the last sentence of Section 3.1 hereof.
7. Miscellaneous.
7.1 Certain Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth in Appendix "A" - Conventions of
Interpretation and Certain Defined Terms.
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7.2 Notices. All notices that are required or permitted hereunder shall
be in writing and shall be sufficient if personally delivered or sent by
certified or registered mail, facsimile message or Federal Express or other
overnight and nationally reputable delivery service to the addresses listed
below. Any notices shall be deemed given upon the earlier of the date when
received at, or refused when sent by registered or certified mail, the day on
which it is personally delivered, the day on which it is sent by facsimile
message (with confirmation receipt received by sender) or the day after the date
when sent by Federal Express (or other overnight and nationally reputable
delivery service) to, the address or fax number set forth below, unless such
address or fax number is changed by notice to the other party hereto given in
accordance with the foregoing notice procedures:
(a) If to Sellers:
Xxxxxx X. Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxxxx X. Chiddicks
0 Xxxxx Xxxxx Xxxxx,
Xxxxxxx Xxxx, Xxx-xx-Xxxxxx
Xxxxxxxxx, [________]
United Kingdom
Xxxxx X. Xxxxx
Xxxx Lodge, Bliss Mill,
Chipping Norton,
Oxfordshire, [_______]
United Kingdom
Xxxx X. Xxxxx
00X, Xxxxxx Xxxx Xxxxxxx
Xxxxxx, XX0 0XX
Xxxxxx Xxxxxxx
in each case, with a copy to:
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esquire
Fax: (000) 000-0000
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(b) If to Bartkiw:
Xxxxxxx X. Xxxxxxx
0 Xxxxx Xxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
(c) If to CTIG:
CTI Group (Holdings) Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx, Secretary and CFO
Fax: (000) 000-0000
with a copy to:
Blank Rome Xxxxxxx & XxXxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, Esquire
Fax: (000) 000-0000
7.3 Expenses. Except as expressly provided herein, the parties to this
Agreement shall pay their own respective expenses incident to the preparation,
negotiation and execution of this Agreement including, without limitation, all
fees and costs and expenses of their respective accountants and legal counsel
whether or not the transactions contemplated hereunder are consummated.
7.4 Amendment, Parties in Interest, Binding Effect, Assignment, Etc.
This Agreement may be amended, modified or supplemented only by a written
instrument duly executed by each of the parties hereto. If any provision of this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, legal representatives, successors and
permitted assigns of the parties hereto. No party to this Agreement shall have
the right to assign this Agreement without the prior written consent of the
other parties. Any term or provision of this Agreement may be waived at any time
by the party entitled to the benefit thereof by a written instrument duly
executed by such party. The parties hereto shall execute and deliver any and all
documents and take any and all other actions that may be deemed reasonably
necessary by their respective counsel to complete the transactions contemplated
hereby.
7.5 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such provision, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
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7.6 Consent to Jurisdiction; Service of Process.
(a) Each party hereto irrevocably and unconditionally (i)
agrees that any suit, action or other legal proceeding (collectively, "Suit")
arising out of this Agreement shall be brought and adjudicated in the United
States District Court for the District of Delaware or, if such court does not
have jurisdiction or will not accept jurisdiction, in any court of competent
civil jurisdiction in New Castle County, Delaware, (ii) consents and submits to
the exclusive jurisdiction of any such court for the purposes of any such Suit
and (iii) waives and agrees not to assert by way of motion, as a defense or
otherwise in any such Suit, any claim that it or he is not subject to the
jurisdiction of the above courts, that such Suit is brought in an inconvenient
forum or that the venue of such Suit is improper.
(b) Each party hereto also irrevocably consents to the service
of any process, pleadings, notices or other papers in a manner permitted by the
notice provisions of Section 12.2 or by any other method provided or permitted
under applicable law. Each party hereto agrees that final judgment in any Suit
(with all right of appeal having either expired or been waived or exhausted)
shall be conclusive and that the Parties shall be entitled to enforce such
judgment in any other jurisdiction of the world by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the fact
and amount of indebtedness arising from such judgment.
7.7 Survival; Bargained For Assurances. The representations,
warranties, covenants and agreements hereunder shall survive the consummation of
the Contemplated Transactions. The Parties acknowledge that the representations
and warranties of the Parties hereunder and under the exhibits hereto are deemed
to be "bargained for assurances."
7.8 Attorneys' Fees and Costs. The costs and expenses, including
attorneys' fees, incurred by the parties hereto in connection with a Legal
Proceeding concerning a breach or an alleged breach of this Agreement shall be
borne by the non-prevailing party in such Legal Proceeding and the prevailing
party or parties shall be entitled to promptly recover all such costs and
expenses from the non-prevailing party.
7.9 Review of Counsel. Each party has consulted with an attorney before
signing this Agreement.
7.10 No Fraudulent Inducement. Each of the Parties expressly warrants
and represents and does hereby state and represent that no promise or agreement
that is not herein expressed has been made to any of them in executing this
Agreement, and that none of them is relying upon any statement or representation
of any agent of any other Party hereto. Each of the Parties further acknowledges
that they have entered into this Agreement freely and voluntarily without
coercion or undue influence.
7.11 Entire Agreement. This Agreement and the appendix and exhibit
contemplated hereby constitutes the entire agreement among the parties hereto
and any other prior agreements between or among them are hereby terminated and
shall have no other force or effect.
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7.12 Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Delaware, without regard to principles of the
conflicts of laws.
7.13 Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the same
instrument.
7.14 Neutral Construction. The parties have negotiated this Agreement
and the exhibits hereto and all of the terms and conditions contained in this
Agreement and the exhibits in good faith and at arms' length, and each party has
been represented by counsel during such negotiations. No term, condition, or
provision contained in this Agreement and the exhibits hereto shall be construed
against any party or in favor of any party (a) because such party or such
party's counsel drafted, revised, commented upon, or did not comment upon, such
term, condition, or provision; or (b) because of any presumption as to any
inequality of bargaining power between or among the parties. Furthermore, all
terms, conditions, and provisions contained in this Agreement and the exhibits
hereto shall be construed and interpreted in a manner which is consistent with
all other terms, conditions, and provisions contained in this Agreement and the
appendix and exhibits hereto.
[THIS SPACE IS LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the 11th day of June, 2002.
WITNESS:
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx Xxxxx
------------------------------ -------------------------------
Name: XXXXX XXXXXXX XXXXXX XXXXX
/s/ Xxxxx Xxxx /s/ Xxxxxxxxx Chiddicks
------------------------------- -------------------------------
Name: XXXXX XXXX XXXXXXXXX CHIDDICKS
/s/ Tilbury /s/ Xxxxx Xxxxx
------------------------------- -------------------------------
Name: TILBURY XXXXX XXXXX
/s/ Xxxxxxxx Xxx /s/ Xxxx Xxxxx
------------------------------- -------------------------------
Name: XXXXXXXX XXX XXXX XXXXX
CTI GROUP (HOLDINGS) INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
XXXXXXX X. XXXXXXX
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EXHIBIT "A"
SELLERS STOCK
Stock Holdings
Seller Shares of Stock Purchase Price Allocation
--------------------------- --------------- -------------------------
Xxxxxx Xxxxx 2,800 $2,044.00
Xxxxxxxxx Chiddicks 10,000 7,300.00
Xxxxx Xxxxx 22,083 16,120.59
Xxxx Xxxxx 42,000 30,660.00
---------- ------------- -----------
Totals 76,883 $56,124.59
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