STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is made and entered into as of
this 15th day of December, 2000, by and between Applied Digital Solutions, Inc.,
a Missouri corporation (the "Seller"), and SysComm International Corporation, a
Delaware corporation (the " Buyer").
WHEREAS, Seller owns, beneficially and of record, Four
Thousand Nine Hundred (4,900) shares of common stock, $0.01 par value per share
(the "Shares"), of Information Products Center, Inc., a New Jersey corporation,
free and clear of any existing liens, security interests or other interests of
any third parties whatsoever; and
WHEREAS, Buyer desires to Purchase, and Seller desires to
sell, the Shares on the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
provisions herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Purchase and Sale of Shares; Effect of Transaction. Subject
to the terms and conditions hereinafter set forth, Seller agrees to sell,
assign, convey, transfer and deliver to Buyer, and Buyer agrees to Purchase,
accept and acquire Four Thousand Nine Hundred (4,900) Shares, representing all
of the shares owned, beneficially and of record, by Seller, (the "Purchased
Shares") from Seller at Closing.
2. Sale Price. In consideration of the sale and transfer of
the Purchased Shares, Buyer shall give to Seller at Closing a promissory note in
the form attached hereto as Exhibit A (the "Note") in the amount of $2,398,100
payable in two years under the terms set forth in the Note.
3. Closing. The consummation of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of Bryan Cave
LLP, One Metropolitan Square, 211 N. Broadway, Suite 3600, St. Louis, Missouri
or at such other place as the parties shall mutually agree, commencing
immediately following the execution of this Agreement.
4. Deliveries at the Closing. At the Closing, Buyer will
deliver to Seller the Note. Simultaneously, Seller will deliver to the Buyer the
stock certificate representing all of the Shares, together with a stock power
authorizing the transfer of the Purchased Shares to Buyer. Buyer shall promptly
deliver said documents to the Company for transfer of the Purchased Shares.
5. Representations and Warranties Concerning the Transaction.
a. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer that the statements contained in this
Section 5(a) are correct and complete as of the date of this Agreement
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and will be correct and complete as of the Closing Date (as though made
then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 5(a)):
i. Authorization of Transaction. Seller has full
legal, capacity, power and authority to execute and deliver
this Agreement and to perform his obligations hereunder. This
Agreement constitutes the valid and legally binding obligation
of Seller, enforceable in accordance with its terms and
conditions. Seller need not give any notice to, make any
filing with, or obtain any authorization, consent, or approval
of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.
ii. Shares. Seller holds of record and owns
beneficially the Purchased Shares free and clear of any
restrictions on transfer (other than restrictions under the
Securities Act of 1933, as amended (the "Securities Act") and
state securities laws), claims, taxes, security interests,
options, warrants, rights, contracts, calls, commitments,
equities or demands. Seller is not a party to any option,
warrant, right, contract, call, put or other agreement or
commitment providing for the disposition or acquisition of any
capital stock of the Company (other than this Agreement).
Seller is not a party to any voting trust, proxy or other
agreement or understanding with respect to the voting of any
capital stock of the Company.
iii. Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (A) violate any
statute, regulation, rule, judgment, order, decree,
stipulation, injunction, charge or other restriction of any
government, governmental agency, or court to which Seller is
subject or (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under any contract, lease,
sublease, license, sublicense, franchise, permit, indenture,
agreement or mortgage for borrowed money, instrument of
indebtedness, security interest or other arrangement to which
Seller is a party or by which he is bound or to which any of
his assets is subject.
b. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller that the statements contained in this
Section 5(b) are correct and complete as of the date of this Agreement
and will be correct and complete as of the Closing Date (as though made
then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 5(b)):
i. Authorization of Transaction. Buyer has full power
and authority to execute and deliver this Agreement and to
perform his obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of Buyer, enforceable
in accordance with its terms and conditions. Buyer need not
give any notice to, make any filing with, or obtain any
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authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement.
ii. Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (A) violate any
statute, regulation, rule, judgment, order, decree,
stipulation, injunction, charge or other restriction of any
government, governmental agency, or court to which Buyer is
subject or (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under any contract, lease,
sublease, license, sublicense, franchise, permit, indenture,
agreement or mortgage for borrowed money, instrument of
indebtedness, security interest or other arrangement to which
Buyer is a party or by which he is bound or to which any of
his assets is subject.
iii. Investment. Buyer is acquiring the Shares for its
own investment and not for public distribution or resale
within the meaning of the Securities Act.
6. Post-Closing Covenants. In case at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the parties will take such further action (including
the execution and delivery of such further instruments and documents) as the
other party reasonably may request, all at the sole cost and expense of the
requesting party.
7. Conditions to Obligation to Close.
a. Conditions to Obligation of Buyer. The obligation of any
Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:
i. Seller's representations and warranties set forth
in Section 5(a) above shall be true and correct in all
material respects at and as of the Closing Date;
ii. Seller shall have performed and complied with all
of its covenants hereunder in all material respects through
the Closing;
iii. there shall not be any judgment, order, decree,
stipulation, injunction or charge in effect preventing
consummation of any of the transactions contemplated by this
Agreement;
iv. all actions to be taken by Seller in connection
with consummation of the transactions contemplated hereby and
all certificates, opinions, instruments and other documents
required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to Buyer.
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Buyer may waive any condition specified in this Section 7(a) if it
executes a writing so stating at or prior to the Closing, and will be
deemed to have waived any condition not satisfied by consummating the
transaction at Closing.
b. Conditions to Obligation of Seller. The obligation of
Seller to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:
i. the representations and warranties set forth in
Section 5(b) above shall be true and correct in all material
respects at and as of the Closing Date with respect to Buyer;
ii. Buyer shall have performed and complied with all
of its covenants hereunder in all material respects through
the Closing;
iii. there shall not be any judgment, order, decree,
stipulation, injunction or charge in effect preventing
consummation of any of the transactions contemplated by this
Agreement;
iv. all actions to be taken by Buyer in connection
with consummation of the transactions contemplated hereby and
all certificates, opinions, instruments and other documents
required to effect the transactions contemplated hereby are in
reasonably satisfactory in form and substance to Seller.
Seller may waive any condition specified in this Section 7(b) if it
executes a writing so stating at or prior to the Closing, and will be
deemed to have waived any condition not satisfied by consummating the
transaction at Closing.
8. Termination.
a. Termination of Agreement. Buyer and Seller may terminate
this Agreement by mutual written consent at any time prior to the
Closing.
b. Effect of Termination. If either party terminates this
Agreement pursuant to Section 8(a) above, all obligations of the
parties hereunder shall terminate without any liability of any party to
any other party.
9. Miscellaneous.
a. Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement among
the parties and supersedes any prior understandings, agreements or
representations by or among the parties, written or oral, that may have
related in any way to the subject matter hereof.
b. Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties named herein and
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their respective successors, personal representatives, heirs and
permitted assigns. Except as may be assigned by gift, inheritance or
intestate succession, no party may assign either this Agreement or any
of his rights, interests, or obligations hereunder without the prior
written approval of the other parties hereto.
c. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
d. Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.
e. Notices. All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request,
demand, claim or other communication hereunder shall be deemed duly
given if (and then two business days after) it is sent by registered or
certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
If to Seller: Applied Digital Solutions, Inc.
Attn: David A. Loppert
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Copy to: Bryan Cave LLP
Attn: Denis P. McCusker
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
If to Buyer: SysComm International Corporation
Attn: President
20 Precision Drive
Shirley, New York 11967
Any party may give any notice, request, demand, claim or other
communication hereunder using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail or electronic mail), but no such notice, request, demand,
claim or other communication shall be deemed to have been duly given
unless and until it actually is received by the individual for whom it
is intended. Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be
delivered by giving the other party notice in the manner herein set
forth.
f. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri.
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g. Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and
signed by each Buyer and Seller. No waiver by any party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
h. Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms
and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties agree that the court making the
determination of invalidity or unenforce ability shall have the power
to reduce the scope, duration or area of the term or provision, to
delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid
and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time
within which the judgment may be appealed.
i. Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their
mutual intent, and no rule of strict construction shall be applied
against any party. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.
j. Survival. All of the representations and warranties
contained in Sections 5(a) and 5(b) above shall survive the Closing
hereunder (unless the party to whom such representations and warranties
are made knew or had reason to know of any misrepresentation or breach
of warranty at the time of Closing) and continue in full force and
effect for a period of one year thereafter.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
BUYER: SELLER:
SYSCOMM INTERNATIONAL APPLIED DIGITAL SOLUTIONS, INC.
CORPORATION
By: /s/ David A. Loppert By: /s/ Jerome C. Artigliere
-------------------------- ----------------------------
Name: David A. Loppert Name: Jerome C. Artigliere
Title: Chief Executive Officer Title: Vice President
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