EXHIBIT 10 (A)
DIGIPHONE INTERNATIONAL LTD.
STOCK PURCHASE AGREEMENT
AGREEMENT made this 3rd day of December, 1997 by and between
METEOR TECHNOLOGY, PLC located at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred to as "Seller"), and
CAMELOT CORPORATION, a Colorado corporation, located at ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Purchaser" or "Camelot").
WHEREAS, Seller owns all of the outstanding shares of
capital in DigiPhone International Ltd. (hereinafter
collectively known as "DI");
WHEREAS, Seller is desirous of selling the shares of DI
(hereinafter "Shares");
WHEREAS, Purchaser is desirous of purchasing said Shares
from Seller;
WHEREAS, by a Loan Note Instrument Meteor issued to Camelot
500,000 British pounds 1997-2007 10% unsecured redeemable loan stock ("Loan
Stock").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, the said parties hereby agree as follows:
I. CONSIDERATION
1.01 In consideration of the purchase of the Shares at the
Closing, Purchaser hereby agrees to accept these Shares in full
and final redemption of the Loan Stock and it is agreed between
the parties that terms of the Loan Note Instrument which created
the Loan Stock and the Loan Stock itself shall be deemed varied
to permit the redemption of the Loan Stock in this manner.
II. CLOSING
2.01 At the Closing set forth in paragraph 2.03 hereof,
Seller agrees to deliver the Stock Certificates representing 100%
of the outstanding share capital of DI, and duly executed stock
powers transferring the shares into the name of the Purchaser.
2.02 Purchaser shall deliver the certificates representing
the 500,000 British pounds loan stock to Seller for cancellation.
2.03 Closing shall take place within five (5) business days
of the obtaining of whichever shareholder approval comes last at
the offices of Purchaser or such other time and place as
Purchaser and Seller may agree.
III. SELLERS REPRESENTATIONS
3.01 Seller hereby warrants and represents the following
facts, the truth and accuracy of which are conditions precedent
to the Closing:
(a) Seller is the beneficial owner of the Shares and
has full and complete legal and equitable title thereto;
(b) There are no liens, pledges, chattel mortgages,
or other encumbrances of any kind against the Shares;
(c) There are no undisclosed interests, present or
future, in the Shares, nor does Seller know of any assertion of
such an interest;
(d) There are no outstanding or existing provisions
of any agreement Seller is a party to that would prevent, limit,
or condition the sale and transfer of the Shares to Purchaser;
(e) There are no provisions of any contract,
indenture, or other instrument to which Seller is a party or to
which the Shares are subject which would prevent, limit, or
condition the sale and transfer of the Shares to Purchaser;
(f) Seller agrees that the consideration paid to it
for its interest in the Shares represents no less than a fair
appraisal of said Shares;
(g) There are no options, or rights, or similar
instruments by Seller, affecting the assignment of the Shares;
(h) Seller is not aware of any threatened or pending
lawsuits against the Shares;
(i) Seller has had an opportunity to have this
Agreement reviewed by counsel of its choice;
(l) Seller warrants that there are no adverse
conditions are known which would materially affect the financial
condition of DI;
(o) Seller will seek shareholder's approval for the
sale of the shares as soon as reasonably possible.
(p) Seller understands that Purchaser cannot conclude
this transaction until it obtains shareholder approval.
IV. PURCHASER'S REPRESENTATIONS
4.01 Purchaser hereby warrants and represents the
following facts, the truth and accuracy of which are conditions
precedent to the Closing:
(a) Purchaser is not prevented by any federal, state,
or local law or regulation by any provision of any contract,
mortgage, indenture, or other instrument from purchasing the
Shares as contemplated by this Agreement;
V. SELLER'S COVENANTS
5.01 Seller hereby covenants as follows:
(a) At the Closing, Seller shall deliver to Purchaser
the stock certificates representing 100% of the outstanding and
issued share capital of DI and stock powers transferring the
shares to Purchaser.
(b) From the date hereof, Seller shall take no action
that would encumber or restrict the Shares or its sale, transfer,
or assignment;
(c) Seller will aid and assist Purchaser in filing
all required disclosure documents required by the Federal
Securities Laws upon the execution and consummation of this
agreement;
(d) Seller will provide the Purchaser with any and
all information requested by Purchaser prior to Closing;
VI. PURCHASER'S COVENANTS
6.01 Purchaser hereby covenants as follows:
(a) Purchaser will duly file all required disclosure
documents required of it by the Federal Securities Laws upon the
execution and consummation of this agreement.
(b) At the Closing, Purchaser shall deliver to Seller
certificates of the 500,000 British pounds 1997- 2007 10% unsecured redeemable
loan stock for cancellation.
VII. CONDITIONS OF CLOSING
7.01 Seller
(a) Seller shall deliver to Purchaser a certificate
dated as of the Closing Date that all the representations of
Seller remain true and correct without change and that Seller has
performed or complied with all covenants.
7.02 Purchaser
(a) Purchaser shall deliver to Seller a certificate
dated as of the Closing Date that all the representations of
Purchaser remain true and correct without change and that
Purchaser has performed or complied with all covenants.
VIII. INDEMNIFICATION
8.01 Seller shall indemnify and hold harmless Purchaser
and all present officers and directors of Purchaser (the
"Indemnified Parties") against any losses, claims, damages or
liabilities to which the Indemnified Parties may become subject
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon
representations and/or actions of Seller which concern the Sale
of the Shares to Purchaser and Seller will, in addition, hold
harmless the Indemnified Parties for any legal or other expenses
reasonably incurred in connection with investigating or defending
any such action or claim; provided, however, that Seller shall
not be liable in any such cases to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue material statement or material omission made by Purchaser
to Seller in writing.
8.02 Purchaser shall indemnify and hold harmless Seller
(the "Indemnified Party") against any losses, claims, damages or
liabilities to which the Indemnified Party may become subject
insofar as such loses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon
representations and/or actions of Purchaser which concern the
Sale of the Shares from Seller and Purchaser will, in addition,
hold harmless the Indemnified Party for any legal or other
expenses reasonably incurred in connection with investigating or
defending any such action or claim; provided, however, that
Purchaser shall not be liable in any such cases to the extent
that any such loss, claim, damage or liability arises out of or
is based upon an untrue material statement or material omission
made by Seller to Purchaser in writing.
8.03 Procedure. Promptly after receipt by the Indemnified
Parties under Sections 8.01 above of notice of the commencement
of any action, the Indemnified Parties, shall, if a claim in
respect thereof is to be made against Seller under such
subsection, notify Seller in writing of the commencement thereof;
and the omission to so notify Seller shall relieve it from any
liability which it may have to the Indemnified Parties. In case
any such action shall be brought against any of the Indemnified
Parties and they shall notify the Seller of the commencement
thereof, Seller shall assume the defense thereof, with counsel
satisfactory to Purchaser (who shall not, except with the consent
of the Purchaser, be counsel to Seller).
8.04 Procedure. Promptly after receipt by the Indemnified
Party under Sections 8.02 above of notice of the commencement of
any action, the Indemnified Party, shall if a claim in respect
thereof is to be made against Purchaser under such subsection,
notify Purchaser in writing of the commencement thereof; and the
omission to so notify Purchaser shall relieve it from any
liability which it may have to the Indemnified Party. In case
any such action shall be brought against any of the Indemnified
Party and they shall notify the Purchaser of the commencement
thereof, Purchaser shall assume the defense thereof, with counsel
satisfactory to Purchaser (who shall not, except with the consent
of the Seller, be counsel to Purchaser).
IX. MISCELLANEOUS
9.01 It is understood and agreed that Purchaser and their
representatives (including counsel and accountants) shall keep
confidential any information (unless readily ascertainable from
public or published information or trade sources) obtained from
Seller regarding the Shares. In the event of the termination of
this Agreement, Purchaser and their said representative shall
promptly return to Seller any statements, documents, and other
written information obtained from Seller in connection therewith
and without retaining copies thereof.
9.02 All covenants, representations and warranties by
Seller and Purchaser shall be true and correct as of the Closing,
shall survive the Closing, and shall bind the Purchaser and
Seller and their heirs and assigns as to any breach thereof not
disclosed in writing or known to the parties prior to the
closing.
9.03 No remedy conferred by any of the specific provisions
of this Agreement is intended to be exclusive of any other
remedy, and each remedy shall be cumulative and shall be in
addition to all other remedies given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by Purchaser
or Seller shall not constitute a waiver of the right to pursue
other available remedies.
9.04 In the event that any part of this Agreement is
determined by a court of competent jurisdiction to be
unenforceable, the balance of the Agreement shall remain in full
force and effect.
9.05 This Agreement shall be construed according to the
laws of the State of Texas.
9.06 This Agreement accurately represents the entire
agreement of the parties and supersedes and terminates any prior
agreement between the parties. Any amendments to this Agreement
can only be made in writing signed by both parties.
9.07 No forbearance delay or indulgence by either party in
enforcing the provisions of this Agreement shall prejudice or
restrict the rights of that party nor shall any waiver of its
rights operate as a waiver of any subsequent breach and no rights
power or remedy herein conferred upon or reserved for either
party is exclusive of any other right power or remedy available
to that party and each such right power or remedy shall be
cumulative.
IN WITNESS WHEREOF this Agreement has been executed by the
parties as of the date first written above.
WITNESS: SELLER:
METEOR TECHNOLOGY, PLC
By: ▇▇▇▇▇ ▇▇▇▇▇▇
WITNESS: PURCHASER:
CAMELOT CORPORATION
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Pursuant to Section 7.01 of the Stock Purchase Agreement, Meteor
Technology, Plc ("Seller") declares that all of the
representations made by Seller in the above mentioned agreement
are true and correct without change, and that Seller has
performed or complied with all covenants as of the closing date
of the above agreement, ____________________________, 1998.
METEOR TECHNOLOGY, PLC
By:__________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Pursuant to Section 7.02 of the Stock Purchase Agreement, Camelot
Corporation ("Purchaser") declares that all of the
representations made by Purchaser in the above mentioned
agreement are true and correct without change, and that Purchaser
has performed or complied with all covenants as to the closing
date of the above agreement, _______________________________,
1998.
CAMELOT CORPORATION
By:_______________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
EXHIBIT A
Lawsuits Pending or Threatened
None
