Exhibit 10.106a
April 11, 2003
Xx. Xxxx Xxxxxxxx 000 X. Xxxxxx Xxxx Xxxx. Xxxxxxxxx, XX 00000
RE: STOCK PURCHASE AGREEMENT/RADLOVIC--3,000,000 SHARES OF TRANSTAR COMMON
STOCK
Dear Xxxx,
Reference is made to 3,000,000 TranStar System, Inc. common stock shares (the
"Stock") acquired by Vertical Computer Systems, Inc. ("Vertical") pursuant to a
certain Stock Purchase Agreement, dated October 14, 2000 (hereinafter the "Stock
Purchase Agreement"), between Vertical and TranStar Systems, Inc. (formerly
known as Apollo Industries, Inc. and referred to herein as the "Corporation").
This letter will confirm the material terms of the mutual agreement
("Agreement") between you, Xxxxxxx Xxxxxxxx ("Radlovic") and Vertical whereby,
in consideration of a promissory note in the amount of $250,000 issued by
Radlovic, Vertical shall sell and transfer the Stock to Radlovic.
Vertical and Radlovic hereby agree as follows:
1. This Agreement will not be effective until all of the stockholders that are
not a party to this transaction (the "Non-Purchasing Stockholder(s)") have
waived certain Stockholder rights contained in the Amended Stockholders
Agreement, dated October 14, 2000, including the right of first refusal and any
restrictions concerning the transfer of the Stock and have approved such sale
without reservation, pursuant to the attached waiver (the "Waiver") dated April
11, 2003. All agreements between the Corporation and Vertical shall be amended
such that all references to Apollo Industries, Inc. shall be changed to TranStar
Systems, Inc., as applicable.
2. Vertical will transfer to Radlovic 3,000,000 shares of common stock of the
Corporation (the "Stock") that were issued pursuant to the Stock Purchase
Agreement, subject to and effective upon Radlovic's execution of a promissory
note (the "2003 Note") on the terms set forth below.
3. Radlovic will issue a promissory note (the "2003 Note") for a principal
amount of $250,000, bearing interest at 10% per annum, which shall accrue from
the date of this agreement and shall include standard terms required by
Vertical. All principal and accrued interest under the 2003 Note will be due on
April 11, 2007. In connection with the 2003 Note, Radlovic shall execute the
Stock Pledge Agreement and the Security and Loan Agreement attached hereto on
terms acceptable in Vertical's reasonable judgment concerning the Stock
transferred herein as well as an additional 2,000,000 shares of common stock of
the Corporation owned by Radlovic (collectively, the "Collateral Stock"),
whereby Radlovic shall pledge and reserve the Collateral Stock to secure the
2003 Note.
4. FURTHER DOCUMENTS. The parties shall promptly execute any further documents
as reasonably necessary to effectuate the terms of this Agreement, including any
other documents reasonably required to perfect Vertical's security interest in
the above-mentioned shares.
5. AUTHORITY. Each party hereto represents and warrants that it has full power
and authority to enter into this Agreement and to perform this Agreement in
accordance with its terms.
6. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of California and shall be subject to the
exclusive jurisdiction and venue of the state and federal courts of Los Angeles,
California, to which the Parties irrevocably agree to submit to.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
8. SEVERABILITY. In the event that any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
9. AMENDMENT. This Agreement may be amended only in writing executed by the
parties hereto.
10. ATTORNEY'S FEES. In the event of a dispute the prevailing party shall be
entitled to be reimbursed for its legal fees, including attorney fees and court
costs, by the other party.
The parties hereby agree to the terms of this agreement on the date first set
forth above:
ACCEPTED AND AGREED:
VERTICAL COMPUTER SYSTEMS, INC.
--------------------------
Xxxxxxx Xxxx, President/CEO
--------------------------
Xxxx Xxxxxxxx, an individual
