EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 4th of
May, 2005 by and among U.S. TELESIS HOLDINGS, INC., a Delaware corporation
(hereinafter referred to as "Buyer"); and Peter G. & Susan H. Stanley,
(hereinafter referred to as "Seller"), being a stockholder of CATCHER, INC., a
Delaware corporation (the "Company").
WHEREAS, Seller is the owner of record and beneficially owns FOUR
THOUSAND SEVEN HUNDRED SEVENTY (4,770) shares of the issued and outstanding
shares of Common Stock of the Company (the "Shares"); and
WHEREAS, Seller holds a series A warrant to purchase 2,385 Shares and a
series B warrant to purchase 2,385 Shares (together, the "Warrants"); and
WHEREAS, simultaneously herewith Buyer and holders of preferred stock
of the Company (the "Preferred Stock") entered into a Stock Purchase Agreement
(the "First Agreement") whereby Buyer purchased from those stockholders all
shares of Preferred Stock of the Company which they owned on the terms and
conditions set forth in the First Agreement; and
WHEREAS, one of the conditions to the consummation of the First
Agreement was that Buyer would offer to purchase from the remaining holders of
the shares of the capital stock of the Company all such shares they owned after
the closing of the First Agreement; and
WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at
the Closing (as defined in paragraph 1.3 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer and by these presents does sell, assign,
transfer convey and deliver to Buyer and Buyer agrees to purchase from Seller,
all of Seller's right, title and interest in and to the Shares listed in Exhibit
"A", attached hereto. At the Closing, the
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Company is requested and instructed to transfer the Shares from Seller to Buyer
on the books of the Company.
1.2 WARRANTS. Subject to the terms and conditions hereof, at the
Closing, Buyer agrees to assume the obligations of the Company to Seller under
the Warrants in accordance with the terms of the Warrants as if Seller were the
issuer of the Warrants.
1.3 CLOSING. The purchase shall be consummated at a closing ("Closing")
to take place at 11:00 o'clock a.m., at the offices of Buyer's counsel on May 4,
2005 ("Closing Date") or at such other time or location as the parties hereto
agree.
1.4 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for
the Shares shall be 477,000 shares of Common Stock of the Buyer ("Buyer's
Shares"). This portion of the Purchase Price shall be paid at Closing, by
issuance and delivery of Buyer's Shares to Seller.
1.5 OTHER AGREEMENTS. At the Closing, Buyer and Seller shall execute
and deliver the Registration Rights Agreement in substantially the form attached
hereto as Exhibit B;
1.6 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreement listed in paragraph 1.5, are sometimes referred to as the "Basic
Agreements". The transactions contemplated by the Basic Agreements and the First
Agreements are sometimes referred to as the "Transactions".
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer, with respect to the Shares owned by Seller, as follows:
(a) TITLE TO THE SHARES. At Closing, Seller shall own of record and
beneficially the Shares listed of the Company, free and clear of all
liens, encumbrances, pledges, claims, options, charges and assessments
of any nature whatsoever, with full right and lawful authority to
transfer the Shares to Buyer. No person has any preemptive rights or
rights of first refusal with respect to any of the Shares. There exists
no voting agreement, voting trust, or outstanding proxy with respect to
any of the Shares. There are no outstanding rights, options, warrants,
calls, commitments, or any other agreements of any character, whether
oral or written, with respect to the Shares.
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(b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for his
or her own account, for investment purposes only, and not with a view
to the sale or distribution of any part thereof, and Seller has no
present intention of selling, granting participation in, or otherwise
distributing the same. Seller understands the specific risks related to
an investment in the shares of Buyer, especially as it relates to the
financial performance of Buyer.
(c) [For corporate entities only: AUTHORITY. Seller has all necessary
power and authority to execute and deliver the Basic Agreements, to
perform its obligations hereunder and thereunder, and, subject to
obtaining necessary stockholder approval (if required by applicable
Law) in connection with the Transactions, to consummate the
Transactions. The execution, delivery and performance by the Seller of
the Basic Agreements, and the consummation by Seller of the
Transactions have been duly authorized by all necessary corporate
action and no other corporate proceedings on the part of Seller are
necessary to authorize the Basic Agreements or to consummate the
Transactions This Agreement has been duly executed and delivered by
Seller and, assuming the due authorization, execution and delivery by
Buyer, constitutes a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms subject to
subject to applicable bankruptcy, insolvency, reorganization,
moratorium, and similar Laws of general applicability relating to or
affecting creditors' rights and to general principles of equity.]
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
(a) ORGANIZATION. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of Delaware.
Buyer has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business. Buyer is duly
qualified and in good standing as a foreign corporation in each
jurisdiction where its ownership of property or operation of its
business requires qualification, except where the failure to be
qualified would not have a material adverse effect on the Company.
(b) AUTHORIZED CAPITALIZATION. The authorized capitalization of Buyer
consists of Fifty Million (50,000,000) shares of .001 par value Common
Stock, of which Twelve Million Eight Hundred Twenty-Five Thousand
(12,825,000) shares will be issued and outstanding prior to Closing and
One Million (1,000,000) shares of .001 par value Preferred Shares of
which none are outstanding. Buyer's Shares, when issued, will be duly
authorized,
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validly issued, are fully paid and non-assessable with no personal
liability attaching to the ownership thereof and were offered, issued,
sold and delivered by Buyer in compliance with all applicable state and
federal laws. At Closing, Buyer will not have any outstanding rights,
options, warrants, calls, commitments, conversion or any other
agreements of any character, whether oral or written, obligating it to
issue any shares of its capital stock, whether authorized or not. Buyer
is not a party to and is not bound by any agreement, contract,
arrangement or understanding, whether oral or written, giving any
person or entity any interest in, or any right to share, participate in
or receive any portion of, Buyer's income, profits or assets, or
obligating Buyer to distribute any portion of its income, profits or
assets.
(c) NO SUBSIDIARY. As of the date of this Agreement, the Company does
not directly or indirectly owns any equity or similar interest in, or
any interest convertible into or exchangeable or exercisable for, any
corporation, partnership, joint venture or other business association
or entity.
(d) AUTHORITY. (1) Buyer has all necessary power and authority to
execute and deliver the Basic Agreements, to perform its obligations
hereunder and thereunder, and, subject to obtaining necessary
stockholder approval (if required by applicable Law) in connection with
the Transactions, to consummate the Transactions. The execution,
delivery and performance by the Buyer of the Basic Agreements, and the
consummation by Buyer of the Transactions have been duly authorized by
all necessary corporate action and no other corporate proceedings on
the part of Buyer are necessary to authorize the Basic Agreements or to
consummate the Transactions (other than, with respect to the
contemplated reverse stock split, the approval and adoption of such by
the affirmative vote of a majority of the voting power of the then
outstanding shares of Common Stock and the filing and recordation of
appropriate documents as required by the Delaware General Corporation
Law). This Agreement has been duly executed and delivered by Buyer and,
assuming the due authorization, execution and delivery by Seller,
constitutes a legal, valid and binding obligation of Buyer enforceable
against Buyer in accordance with its terms subject to subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and
similar Laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
(2) By unanimous written consent dated May 4, 2005 the Board of Buyer
(i) determined that the Basic Agreements and the Transactions are
advisable and in the best interests of Buyer and Buyer's stockholders,
(ii) approved and adopted the Basic Agreements and the Transactions,
(iii) resolved to recommend approval and adoption of this Agreement and
the amendment
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of the certificate of incorporation of Buyer by the Buyer's
stockholders. The actions taken by the Board constitute approval of the
Basic Agreements and the Transactions.
(e) REQUIRED FILINGS AND CONSENTS. The execution and delivery of the
Basic Agreements by Buyer do not, and the performance of the Basic
Transactions by Buyer will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any
United States federal, state or local or any foreign government or any
court, administrative or regulatory agency or commission or other
governmental authority or agency, domestic or foreign (a "Governmental
Entity"), except (i) for applicable requirements, if any, of the
Securities Exchange Act of 1934 (the "Exchange Act"), state securities
or "blue sky" laws and filing and recordation of appropriate documents
as required by the Delaware General Corporation Law and (ii) for
filings contemplated by Section 2.2(d) hereof.
(f) NO CONFLICT. The execution and delivery of the Basic Agreements by
Buyer do not, and the performance of the Basic Agreements by Buyer and
the consummation of the Transactions will not (i) conflict with or
violate Certificate of Incorporation or Bylaws of Buyer, (ii) subject
to Section 2.2 (e), conflict with or violate any United States federal,
state or local or any foreign statute, law, rule, regulation,
ordinance, code, order, judgment, decree or any other requirement or
rule of law (a "Law") applicable to Buyer or by which any property or
asset of Buyer is bound or affected, or (iii) result in a breach of or
constitute a default (or an event which with notice or lapse of time or
both would become a default) under, give to others any right of
termination, amendment, acceleration or cancellation of, result in
triggering any payment or other obligations, or result in the creation
of a lien or other encumbrance on any property or asset of Buyer in any
case that would be material to Buyer pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation or material contract to
which Buyer is a party or by which Buyer or any property or asset of
any of them is bound or affected.
(g) COMPLIANCE. Buyer (i) has been operated at all times in compliance
in all material respects with all Laws applicable to Buyer or by which
any property, business or asset of Buyer is bound or affected and (ii)
is not in default or violation of any notes, bonds, mortgages,
indentures, contracts, agreements, leases, licenses, permits,
franchises, or other instruments or obligations to which Buyer is a
party or by which Buyer or any property or asset of Buyer is bound or
affected other than defaults or violations which individually or in the
aggregate would reasonably be expected to be material to Buyer.
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(h) SEC FILINGS. Buyer and, to Buyer's knowledge, each of its current
stockholders has filed all forms, reports, statements and documents
required to be filed with the SEC since May 29, 2003 (the "SEC
REPORTS"), each of which has complied in all material respects with the
applicable requirements of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the rules and regulations promulgated
thereunder, and the Exchange Act, and the rules and regulations
promulgated thereunder, each as in effect on the date so filed. Other
than as disclosed in Risk Factor 12 of the Private Placement Memorandum
of the Company dated April 27, 2005, none of the SEC Reports
(including, any financial statements or schedules included or
incorporated by reference therein) contained when filed any untrue
statement of a material fact or omitted to state a material fact
required to be stated or incorporated by reference therein or necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Other than as
disclosed in Risk Factor 12 of the Private Placement Memorandum of the
Company dated April 27, 2005 and except to the extent that information
contained in any SEC Report has been revised or superseded by a later
filed SEC Report, none of the SEC Reports contains any untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
The principal executive officer of the Company and the principal
financial officer of the Company (and each former principal executive
officer of the Company and each former principal financial officer of
the Company, as applicable) has made the certifications required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the
"SARBANES-OXLEY ACT") and the rules and regulations of the SEC
thereunder with respect to the Company's filings pursuant to the
Exchange Act. For purposes of the preceding sentence, "principal
executive officer" and "principal financial officer" shall have the
meanings given to such terms in the Sarbanes-Oxley Act.
(i) BUYER'S FINANCIAL STATEMENTS. All of the financial statements
included in the SEC Reports, in each case, including any related notes
thereto, as filed with the SEC (those filed with the SEC are
collectively referred to as the "BUYER FINANCIAL STATEMENTS"), have
been prepared in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto or,
in the case of the unaudited statements, as may be permitted in the
Form 10-QSB of the SEC and subject, in the case of the unaudited
statements, to normal, recurring audit adjustments) and fairly present
the consolidated financial position of Buyer
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at the respective dates thereof and the results of its operations and
changes in cash flows for the periods indicated. Except as set forth in
Buyer Financial Statements, Buyer is not aware of any material
liabilities for which it is liable or will become liable in the future.
(j) TAXES. Buyer has timely filed all Tax Returns (as defined below)
required to be filed by it. All such Tax Returns are true, correct and
complete in all material respects. All Taxes (as defined below) of
Buyer which are (i) shown as due on such Tax Returns, (ii) otherwise
due and payable or (iii) claimed or asserted by any taxing authority to
be due, have been paid, except for those Taxes being contested in good
faith and for which adequate reserves have been established in the
financial statements included in the SEC Reports in accordance with
GAAP. There are no liens for any Taxes upon the assets of Buyer, other
than statutory liens for Taxes not yet due and payable and liens for
real estate Taxes contested in good faith. Buyer does not know of any
proposed or threatened Tax claims or assessments which, if upheld,
could individually or in the aggregate have a material adverse effect
on the Buyer or its financial conditions. Buyer has not waived any
statute of limitations in respect of Taxes or agreed to any extension
of time with respect to a Tax assessment or deficiency. Buyer has
withheld and paid over to the relevant taxing authority all Taxes
required to have been withheld and paid in connection with payments to
employees, independent contractors, creditors, stockholders or other
third parties. The unpaid Taxes of Buyer for the current taxable period
(A) did not, as of the most recent Buyer Financial Statements, exceed
the reserve for Tax liability set forth on the face of the balance
sheet in the most recent Buyer Financial Statements and (B) do not
exceed that reserve as adjusted for the passage of time through the
Closing in accordance with the past custom and practice of Buyer in
filing its Tax Returns. For purposes of this Agreement, (a) "Tax" (and,
with correlative meaning, "Taxes") means any federal, state, local or
foreign income, gross receipts, property, sales, use, license, excise,
franchise, employment, payroll, premium, withholding, alternative or
added minimum, ad valorem, transfer, franchise or excise tax, or any
other tax, custom, duty, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest or penalty or
addition thereto, whether disputed or not, imposed by any Governmental
Entity, and (b) "Tax Return" means any return, report or similar
statement required to be filed with respect to any Tax (including any
attached schedules), including any information return, claim for
refund, amended return or declaration of estimated Tax.
(k) CHANGE OF CONTROL AGREEMENT. Neither the execution and delivery of
the Basic Agreements nor the consummation of the Transactions (either
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alone or in conjunction with any other event) result in, cause the
accelerated vesting or delivery of, or increase the amount or value of,
any payment or benefit to any director, officer, employee or consultant
of Buyer. Without limiting the generality of the foregoing, no amount
paid or payable by Buyer in connection with the Transactions
contemplated by this Agreement, including accelerated vesting of
options (either solely as a result thereof or as a result of such
transactions in conjunction with any other event), will be an "excess
parachute payment" within the meaning of Section 280G of the Internal
Revenue Code.
(l) INVESTMENT INTENT. Buyer is acquiring the Shares for its own
account, for investment purposes only, and not with a view to the sale
or distribution of any part thereof, and Buyer has no present intention
of selling, granting participation in, or otherwise distributing the
same. Buyer understands the specific risks related to an investment in
the Shares, especially as it relates to the financial performance of
the Company.
(m) MATERIAL CONTRACTS. Buyer has no purchase, sale, commitment, or
other contract, the breach or termination of which would have a
materially adverse effect on the business, financial condition, results
of operations, assets, liabilities, or prospects of Buyer.
(n) NO LITIGATION. There are no actions, suits, claims, complaints or
proceedings pending or threatened against Buyer, at law or in equity,
or before or by any governmental department, commission, court, board,
bureau, agency or instrumentality; and there are no facts which would
provide a valid basis for any such action, suit or proceeding, which,
if determined adversely to the Buyer, would have a material adverse
effect on the Buyer. There are no orders, judgments or decrees of any
governmental authority outstanding which specifically apply to Buyer or
any of its assets.
(o) NO OPERATIONS. Buyer does not currently have any business
operations or material assets. Upon consummation of the Transactions,
Buyer shall not have in excess of $10,000 in debts, obligations or
liabilities of any kind or nature.
III.
COVENANTS
3.1 COVENANTS OF BUYER. Buyer covenants and agrees to perform the
following acts:
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(a) NO INDEBTEDNESS. Buyer will not create, incur, assume, guarantee or
otherwise become liable with respect to any obligation for borrowed
money, indebtedness, capitalized lease or similar obligation, except in
the ordinary course of business consistent with past practices, where
the entire net proceeds thereof are deposited with and used by and in
connection with the business of Buyer.
(b) NO DIVIDENDS. Buyer will not declare, set aside or pay any
dividends or other distributions of any nature whatsoever.
(c) CONTRACTS. Buyer will not enter into or assume any contract,
agreement, obligation, lease, license, or commitment except in the
ordinary course of business consistent with past practice or as
contemplated by this Agreement.
(d) CONSENTS. Buyer will use its best good faith efforts to obtain the
consent or approval of each person or entity other than a Governmental
Entity whose consent or approval is required for the consummation of
the Transactions contemplated hereby and to do all things necessary to
consummate the Transactions contemplated by the Basic Agreements.
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IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby
is subject to the fulfillment by Seller prior to Closing of each of the
following conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceeding before any court or other governmental agency shall be
pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
4.3 OTHER AGREEMENTS. All parties other than Buyer shall have executed
and delivered the Basic Agreements.
4.4 DOCUMENTS TO BE DELIVERED BY SELLER. The Company and Seller shall
have delivered the following documents:
(a) A fully executed Employment Agreement by and between the
Company and Charles Sander.
(b) Such other documents or certificates as shall be reasonably
required by Buyer or its counsel in order to close and consummate this
Agreement.
4.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.
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V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
5.3 OTHER AGREEMENTS. All parties other than Seller shall have executed
and delivered the Basic Agreements.
5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to
be issued at the Closing by Buyer pursuant to all the Basic Agreements.
5.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.
VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or
waive compliance by the other with any of the covenants or conditions of the
other contained herein.
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6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller set
forth herein shall not be accurate, or the conditions precedent set
forth in Article V shall have not have been satisfied, in all
material respects; or
(c) By Seller, if the representations and warranties of Buyer set
forth herein shall not be accurate, or the conditions precedent set
forth in Article V shall not have been satisfied in all material
respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise
provided, all of the representations and warranties contained in this Agreement
and in any certificate, exhibit or other document delivered pursuant to this
Agreement shall survive the Closing for a period of one (1) year. No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and
the certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns. Whenever Seller is
authorized to act hereunder, any action authorized by members of Seller holding
a majority of the Shares shall be deemed the act of and binding on all members
of Seller.
7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will
be construed under, the laws of the State of Delaware.
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7.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Buyer, to:
U.S. Telesis, Inc.
ATTN: Nicholas Rigopulos, President
41 Commonwealth Avenue
Boston, MA 02116
(b) If to Company, to:
Catcher, Inc.
ATTN: Ira Tabankin - Chief Technology Officer and Chairman
1165 Via Vera Cruz
San Marcos, CA 92069
Tel.: (805) 443 9431
Fax: (760) 736 4476
These addresses may be changed from time to time by written notice to
the other parties.
7.5 HEADINGS. The headings contained in this Agreement are for
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which together will constitute
one instrument, and may be delivered by facsimile.
7.7 SEVERABILITY. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. The
remaining provisions of this Agreement shall be given effect to the maximum
extent then permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable
remedy or right available to a party shall not constitute a waiver of such
right, nor shall any such forbearance, failure or actual waiver imply or
constitute waiver of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
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7.10 EXPENSES. Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith and
contains solely all representations and warranties with respect to its subject
matter. This Agreement has been negotiated by and submitted to the scrutiny of
both Seller and Buyer and their counsel and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without consideration or
weight being given to its having been drafted by either party hereto or its
counsel.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Stock Purchase Agreement on the date first written above.
"BUYER"
U.S. TELESIS HOLDING, INC.
A DELAWARE CORPORATION
BY:
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NICHOLAS RIGOPULOS, PRESIDENT
[SELLER's signature on following page]
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"SELLER"
BY:
----------------------------
PETER G. STANLEY
AND
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SUSAN H. STANLEY,
AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
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