EXHIBIT 10.3
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 __________________________,
(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
________________________ 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 ______________
Shares and a series B warrant to purchase _____________ 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
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interest in and to the Shares listed in Exhibit "A", attached hereto. At the
Closing, the 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 ___________ 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
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none are outstanding. Buyer's Shares, when issued, will be
duly authorized, 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
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recommend approval and adoption of this Agreement and the
amendment 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
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individually or in the aggregate would reasonably be expected
to be material to Buyer.
(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
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subject, in the case of the unaudited statements, to normal,
recurring audit adjustments) and fairly present the
consolidated financial position of Buyer 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.
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(k) CHANGE OF CONTROL AGREEMENT. Neither the execution and
delivery of the Basic Agreements nor the consummation of the
Transactions (either 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.
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III.
COVENANTS
3.1 COVENANTS OF BUYER. Buyer covenants and agrees to perform the
following acts:
(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.
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.
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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.
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:
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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.
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
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(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.
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
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(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:___________________________________
NICHOLAS RIGOPULOS, PRESIDENT
[SELLER's signature on following page]
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"SELLER"
BY: _________________________________
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