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EXHIBIT 10.102
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of December 13, 2000, by
and between USURF America, Inc., a Nevada corporation ("USURF"), and Anchor
House Ltd., a Turks and Caicos Islands, British West Indies, corporation
("Anchor"), in light of the following facts:
WHEREAS, USURF is a provider of Fixed-Wireless Internet access, as well as
dial-up Internet access;
WHEREAS, Anchor desires to acquire shares of common stock of USURF; and
WHEREAS, USURF desires to issue shares of its common stock to Anchor on
the terms and conditions set forth in this Agreement.
WITNESSETH:
THEREFORE, the Agreement of the parties, the promises of each being
consideration for the promises of the other:
I. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings set forth below, including the exhibit hereto or amendments hereof.
(a) "Agreement" shall mean this Stock Purchase Agreement and all exhibits
hereto or amendments hereof.
(b) "Anchor" shall mean Anchor House Ltd., a Turks and Caicos Islands,
British West Indies, corporation.
(c) "Knowledge of USURF" or matters "known to USURF" shall mean matters
actually known to the Board of Directors or officers of USURF, or which
reasonably should be or should have been known by them upon reasonable
investigation.
(d) "Securities Act" shall mean the Securities Act of 1933, as amended,
and includes the rules and regulations of the Securities and Exchange
Commission ("SEC") promulgated thereunder, as such shall then be in effect.
(e) "USURF" shall mean USURF America, Inc., a Nevada corporation,
including its subsidiaries.
Any term used herein to which a special meaning has been ascribed shall be
construed in accordance with either (1) the context in which such term is
used, or (2) the definition provided for such terms in the place in this
Agreement at which such term is first used.
II. DISCLOSURES
Anchor hereby acknowledges that it has examined, or has had the
opportunity to examine, all of USURF's periodic filings made with the SEC
pursuant to the Securities Exchange Act of 1934. Further, Anchor hereby
acknowledges that it has had the opportunity to ask questions of, and
receive answers from, the principals of USURF regarding the periodic
filings of USURF and otherwise investigate the matters contained therein.
III. PURCHASE AND SALE
USURF hereby sells to Anchor and Anchor hereby buys from USURF 400,000
shares of the $.0001 par value common stock of USURF, at the price and
subject to all of the terms and conditions set forth herein.
IV. PURCHASE PRICE - PAYMENT
Anchor shall deliver to USURF the sum of $80,000 in payment of the 400,000
shares of USURF common stock purchased by Anchor hereunder, a per share
price of $.20, which payment shall be delivered as provided in paragraph VI
hereinbelow.
V. ISSUANCE OF THE COMMON STOCK
USURF shall cause the 400,000 shares of its common stock purchased and
sold hereunder to be issued.
In addition, USURF shall cause all 400,000 shares to be issued to Anchor
hereunder to be registered, at USURF's expense, pursuant to a Registration
Statement on Form S-1 currently pending with the SEC. Anchor shall be
named as a selling shareholder in such Registration Statement.
VI. THE EXCHANGE
USURF shall deliver to Anchor, upon receipt of the $80,000 required by
paragraph IV, a stock certificate representing 400,000 shares of its common
stock. Anchor agrees that it shall deliver forthwith the sum of $80,000
required to be delivered pursuant to paragraph IV,
VII. REPRESENTATIONS AND WARRANTIES OF USURF
USURF represents and warrants to Anchor:
(a) Organization and Corporate Authority. USURF is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada and is qualified to do business as a foreign corporation in
all jurisdictions where the ownership of property or maintenance of an
office would require qualification. USURF has all requisite corporate
power and authority, governmental permits, consents, authorizations,
registrations, licenses and memberships necessary to own its property and
to carry on its business in the places where such properties are now owned
and operated or such business is being conducted.
(b) Subsidiaries. USURF America, Inc., the issuer of the common stock
sold hereunder, has the following subsidiary corporations: (1)
CyberHighway, Inc., an Idaho corporation; (2) Santa Fe Wireless Internet,
Inc., a New Mexico corporation; (3) USURF America Internet Design, Inc., a
Louisiana corporation; (4) USURF Wireless, Inc., a Louisiana corporation;
and (5) Missouri Cable TV Corp., a Louisiana corporation.
(c) Options, Warrants and Rights. USURF has those outstanding options,
warrants or rights, conversion rights or other agreements for the purchase
or acquisition from USURF of any shares of its capital stock as are
described in USURF's periodic filings with the SEC.
(d) Issuance of the Common Stock. The shares of common stock of USURF,
when issued and delivered in accordance with this Agreement, will be duly
and validly issued, fully paid and nonassessable, and will be free and
clear of any liens or encumbrances and, to the knowledge of USURF, will be
issued in compliance with applicable state and federal laws.
(e) Financial Condition. USURF is a development stage company without
significant revenues and has, since inception, operated at a loss. USURF
requires substantial additional capital with which to implement its
business plan with respect to its Wireless Internet access products. There
is no assurance that USURF will obtain such needed capital or that it its
business plan, when implemented, will prove to be successful.
(f) Undisclosed or Contingent Liabilities. To the best knowledge of
USURF and to its officers and directors, USURF has no material liabilities not
reflected in its periodic filing with the SEC, and, to the best knowledge
of the officers and directors of USURF, USURF has no contingent liabilities.
(g) Litigation. Except as described in USURF's periodic filings with
the SEC, USURF is not a party to any suit, action, proceeding, investigation or
labor dispute (collectively "actions") pending or currently threatened
against it other than administrative matters arising in the ordinary course
of business and which, if determined against USURF would result in a
materially adverse effect.
(h) Compliance with Agreements. The execution and performance of
this Agreement will not result in any violation or be in conflict with any
agreement to which USURF is a party.
(i) Title to Property and Assets. USURF has good and marketable
title to its properties and assets free and clear of all mortgages, liens,
security interests and encumbrances.
(j) Franchises, Permits, etc. To the knowledge of USURF, it has all
franchises, permits, licenses, orders and approvals of any federal, state,
local or foreign government of self regulatory body (collectively, the
"Permits") that are material to or necessary for the conduct of its business.
(k) Governmental Consents. To the knowledge of USURF, no consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority on the
part of USURF is required in connection with the valid execution, delivery
and performance of this Agreement.
(l) Authorization. All corporate action on the part of USURF and
its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, for the performance of USURF's
obligations hereunder and for the issuance and delivery of the common stock
has been taken. This Agreement, when executed and delivered, shall
constitute a legal, valid and binding obligation of USURF.
VIII. REPRESENTATIONS AND WARRANTIES OF ANCHOR
(a) Organization and Corporate Authority. Anchor is a corporation
duly organized, validly existing and in good standing under the laws of the
Turks and Caicos Islands, British West Indies, and is qualified to do
business in all jurisdictions where it is required to do so. Anchor has
all requisite corporate power and authority, governmental permits,
consents, authorizations, registrations, licenses and memberships necessary
to own its property and to carry on its business in the places where such
properties are now owned and operated or such business is being conducted.
(b) Anchor represents and warrants that it is an "accredited
investor" with the meaning of that term as used in Rule 501 of Regulation D
of the Rules and Regulations of the SEC and is capable, through experience and
financial strength, to make and understand an investment decision leading
to the purchase of the common stock of USURF contemplated herein.
(c) Anchor represents and warrants that the shares of common stock,
are being purchased by it solely for its own account for investment purposes
only and not for the account of any other person and not for distribution,
assignment or resale to others.
(d) Anchor further consents to the placement of the following
legend, or a legend similar thereto, on the certificates representing shares of
common stock:
THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED,
HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED
BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS.
IX. MISCELLANEOUS
Survival of Covenants. Unless otherwise waived as provided herein, all
covenants agreements, representations and warranties of the parties made in
this Agreement and in the financial statements or other written information
delivered or furnished in connection therewith and herewith shall survive
the Exchange hereunder, and shall be binding upon, and inure to the benefit
of, the parties and their respective successors and assigns.
Arbitration. In the event of a dispute between the parties hereto that
arises out of this Agreement, the parties hereby agree to submit such
dispute to arbitration before the American Arbitration Association (the
"Association") at its Dallas, Texas, offices, in accordance with the
then-current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction. It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the
prevailing party.
Governing Law. This Agreement shall be deemed to be a contract made
under, governed by and construed in accordance with the substantive laws of
the State of Louisiana.
Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which when so executed and delivered shall be taken
to be an original; but such counterparts shall together constitute but one
and the same documents.
Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns and administrators of the parties hereto.
Entire Agreement. This Agreement, the other agreements and the other
documents delivered pursuant hereto and thereto constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and year first above written.
"USURF":
USURF AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
"ANCHOR":
ANCHOR HOUSE LTD.
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Managing Director
