STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 29th day of June, 2000, between COMMONWEALTH TELECOMMUNICATIONS OF NORTH
AMERICA, INC. ("CommonWealth"), OLIVER J. FRAZIER, JR., OLIVER J. FRAZIER, III,
LISA T. FRAZIER, JANICE M. BURRELL, CRUZ D. CASTRO, PATRICIA CINTRON, AND
MAURICIO PROANO (collectively referred to as "Sellers"), and A1
TELECOMMUNICATIONS, INC., a Maryland corporation, having an office at 15825
Shady Grove Road, Suite 50, Rockville, Maryland 20850 (hereinafter referred to
as "A1" or "Buyer").
W I T N E S S E T H:
WHEREAS, Buyer intends for CommonWealth to be a wholly owned subsidiary of
A1 Internet.Com, Inc., and to continue its telecommunications business; and
WHEREAS, Sellers are the owners of Twelve Thousand (12,000) shares of the
common stock of CommonWealth (the "Sellers' Shares"), being all of the issued
and outstanding Common Shares of CommonWealth as of the date of this Agreement;
and
WHEREAS, the Sellers desire to sell, and the Buyer desires to purchase, all
but not less than all, of the Sellers' issued and outstanding shares on the
terms and subject to the conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the "WHEREAS" clauses set forth above
that shall be deemed to be a substantive part of this Agreement, the mutual
covenants, promises, agreements, representations and warranties contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant, promise, agree, represent and warrant as follows:
1. Purchase and Sale of the Sellers' Shares.
1.1 Purchase and Sale. On the terms subject to the conditions set
forth in this Agreement, at the Closing on the Closing Date, the Sellers shall
sell, assign, transfer and deliver to the Buyer Twelve Thousand (12,000) shares
of CommonWealth common stock, which represents one hundred percent (100%) of
CommonWealth's issued and outstanding shares for the purchase price of one
million two hundred thousand (1,200,000) shares of restricted common stock of A1
Internet.com, Inc. The A1 Internet.com, Inc. stock shall be subject to
Securities and Exchange Commission ("SEC") Rule 144 and restricted from
registration for a period of one (1) year and also subject to any other
applicable SEC restrictions.
1.2 Purchase Price. The purchase price of one million two hundred
thousand (1,200,000) shares of A1 Internet.com, Inc.'s restricted common stock
shall be effectuated by transferring the shares pro rata to CommonWealth's
common shareholders based upon their percentage ownership interests in
CommonWealth. The transfer of the shares will be completed on the Closing Date.
1.3 Transfer of Securities. The Sellers shall deliver to the Buyer at
the Closing on the Closing Date, concurrently with the payment of the purchase
price for the common stock, stock certificate nos. 1, 2, 3, 4, 5, and 6, of
CommonWealth, representing all of the Sellers' common shares issued and
outstanding. These stock certificates shall be duly endorsed by the President
and the Secretary of CommonWealth.
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1.4 Nevada Corporate Securities Law. If any shares of the Sellers'
Shares are subject to a legend or escrow condition imposed by Nevada Securities
law, requiring the written consent of any Official of the State of Nevada for
the transfer of such shares as contemplated herein, and if in the opinion of
counsel to Buyer no exemption from the requirement of such consent is available,
the parties, and each of them, agree to cooperate and use their respective best
efforts to obtain such written consent on or before the Closing Date.
2. Closing. The Closing of the purchase and sale of the Sellers' Shares
provided for by this Agreement shall take place at the offices of A1
Internet.Com, Inc. 15825 Shady Grove Road, Suite 55, Rockville, Maryland 20850,
on June 29, 2000, at 2 o'clock p.m. The time, place and date of the Closing are
referred to throughout this Agreement as the "Closing Date."
3. Representations and Warranties of the Sellers. Sellers and CommonWealth,
and each of them individually, hereby represent, warrant and agree that each of
the matters set forth below is true and correct:
3.1 Sellers represent and Warrant to the Buyer: that they have the
authority to sell one hundred percent (100%) of the issued and outstanding
shares of common stock of CommonWealth and that the Twelve Thousand (12,000)
shares of CommonWealth are currently issued and outstanding. Sellers further
warrant that their shares are held free and clear of any and all security
interests, agreements, restrictions, claims, liens, pledges and encumbrances of
any nature or kind. The Sellers have the absolute and unconditional right to
sell, sign, transfer, and deliver the Sellers' Shares to the Buyer in accordance
with the terms of this Agreement.
3.2 Due Organization; Good Standing; Authority of CommonWealth.
CommonWealth is a corporation duly organized, validly existing as a stock
corporation, and is in good standing under the laws of the State of Nevada.
CommonWealth has full right, power and authority to own its assets and to carry
on its business. A complete and correct copy of CommonWealth Articles of
Incorporation, as amended to the date of this Agreement and By-Laws, as amended
to the date of this Agreement and the Corporate Resolution signed and authorized
on behalf of CommonWealth for this transaction, are attached to this Agreement
as Exhibits 1, 2, and 3, respectively, and are incorporated by reference herein.
The Articles of Incorporation and the By-Laws are in full force and effect and
CommonWealth is not in breach or violation of any of the provisions thereof. The
minute books of CommonWealth containing the Minutes of the Meetings of the
Stockholders of CommonWealth and the Board of Directors of CommonWealth, which
have been made available to the Buyer for examination, are complete and correct,
and accurately reflect all proceedings of the Stockholders of CommonWealth and
the Board of Directors of CommonWealth. The Articles of Incorporation shall be
immediately amended to the extent necessary to conform to the transfer of stock
ownership contemplated by this Agreement.
3.2 Validity of Agreement. The Sellers have the legal capacity and
authority to enter into this Agreement. This Agreement is a valid and legally
binding obligation of the Sellers and is fully enforceable against the Sellers
in accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors rights generally.
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3.3 Options, Warrants and Other Rights and Agreements Affecting
CommonWealth Capital Stock. CommonWealth has no authorized or outstanding
options, warrants, calls, subscriptions, rights, convertible securities or other
securities (as defined in the Securities Act of 1933, (hereinafter "Securities")
or any commitments, agreements, arrangements or understandings of any kind or
nature, obligating CommonWealth in any such case, to issue shares of
CommonWealth capital stock or other securities, or securities convertible into
or evidencing the right to purchase shares of CommonWealth capital stock or
other securities. The Sellers are not parties to any agreement, understanding,
arrangement or commitment, or bound by any certificate of incorporation or
by-law provision which creates any rights in any person or entity with respect
to the authorization, issuance, voting, sale or transfer of any shares of
CommonWealth's capital stock or other Securities.
3.4 No Subsidiaries. CommonWealth does not have any subsidiaries and
does not, directly or indirectly, own any interest in or control any
corporation, partnership, joint venture, or other business entity.
3.5 Ownership of Stock. Attached hereto as Exhibit 4 is a complete and
correct list of the Stockholders of CommonWealth, setting forth the name and
address of, and respective number and class of shares owned by, each of the
Sellers. Each of the Sellers individually own all of the shares of the stock set
forth opposite his or her name in Exhibit 4, free and clear of any liens,
encumbrances, equities or adverse claims, including, without limitation, any
community property interest of a spouse of such Seller (except as disclosed in
Exhibit 4). Each of the Sellers has full right, power, and authority to sell,
transfer, and deliver such shares to Buyer.
3.6 Officers and Directors of CommonWealth. The Officers and directors
of CommonWealth are as follows:
Names Office
----- ------
Oliver Frazier President and Director
Patricia Cintron Secretary, Treasurer and Director
Mauricio Proano Director
The foregoing list is correct and complete, and each of the officers
of CommonWealth has been duly elected.
3.7 Agreement Not in Conflict With Other Instruments; Required
Approvals Obtained. The execution, acknowledgment, sealing, delivery, and
performance of this Agreement by the Sellers and the consummation of the
transactions contemplated by this Agreement will not (a) violate or require any
registration, qualification, consent, approval, or filing under, (i) any law,
statute ordinance, rule or regulation (hereinafter collectively referred to as
"Laws") of any federal, state or local government (hereinafter collectively
referred to as "Governments") or any agency, bureau, commission or
instrumentality of any Governments (hereinafter collectively referred to as
"Governmental Agencies"), or (ii) any judgment, injunction, order, writ or
decree of any court, arbitrator, Government or Governmental Agency by which
CommonWealth or any of its assets is bound; (b) conflict with, require any
consent, approval, or filing under, result in the breach or termination of any
provision of, constitute a default under, result in the acceleration of the
performance of CommonWealth's obligations under, or result in the creation of
any claim, security interest, lien, charge, or encumbrance upon any of
CommonWealth's properties, assets, or businesses pursuant to, (i) CommonWealth's
Charter or By-Laws, (ii) any indenture, mortgage, deed of trust, license,
permit, approval, consent, franchise, lease, contract, or other instrument or
agreement to which CommonWealth is a party or by which CommonWealth or any of
CommonWealth's assets is bound, or (iii) any judgment, injunction, order, writ
or decree of any court, arbitrator, Government or Governmental Agency by which
CommonWealth or any of its assets is bound.
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3.8 Qualification To Do Business. To the knowledge of Sellers,
CommonWealth is properly qualified and/or licensed to do business as a foreign
corporation in any jurisdiction in which such registration is necessary and is
also current on all filings and other requirements imposed by the Federal
Communications Commission ("FCC").
3.9 Financial Statements. The CommonWealth and the Sellers have
delivered to the Buyer copies of the following financial statements of
CommonWealth (the "Financial Statements"):
3.9.1 The unaudited Balance Sheet of CommonWealth, as of May 31,
2000, and the related unaudited Financial Statements for the period ending May
31, 2000, a copy of which is attached to this Agreement as Exhibit 5.
3.9.2 The May 31, 2000 Financial Statements will be prepared by
Spicer Jeffries & Company, Inc., a certified public accountant firm, and will be
accompanied by the accountant's unqualified opinion that the same present fairly
the financial position of CommonWealth as of May 31, 2000 and the Financial
Statements are complete and correct in all material respects. The Sellers have
no knowledge that the Financial Statements do not accurately set out and
describe the financial condition and operating results of CommonWealth after the
dates and during the periods indicated therein.
3.9.3 CommonWealth has also disclosed a complete list of its
liabilities and other obligations that have been incurred in the course of its
business after May 31, 2000, and which are in nature and in amounts comparable
to past business practices. CommonWealth does not have any other liabilities or
obligations (whether accrued, absolute or contingent or otherwise, including
without limitation, tax liabilities) and neither Sellers nor CommonWealth have
any knowledge of any basis for the assertion against CommonWealth of any
liability or obligation except as set forth in this Agreement.
3.10 Absence of Changes. Since May 31, 2000, there has not been:
3.10.1 Adverse Change. Any material and adverse change in the
assets, liabilities, financial condition or operation of CommonWealth from that
reflected in the unaudited May 31, 2000 Balance Sheets;
3.10.2 Change in Contingent Obligations. Any material and adverse
change in the contingent obligations of CommonWealth by way of guaranty,
endorsement, indemnity, warranty or otherwise;
3.10.3 Damage, Destruction or Loss. Any damage, destruction or
loss, whether or not covered by insurance, materially and adversely effecting
the properties or business of CommonWealth;
3.10.4 Waiver of Material Right: Any waiver or compromise by
CommonWealth of a material right or of a material debt owed to it;
3.10.5 Loan to Insiders. Any loan made by CommonWealth to any of
its employees, officers or directors, except travel advances and other nominal
reimbursement made in the ordinary course of business;
3.10.6 Increase in Compensation. Any increase in the salary,
bonus or other compensation of any of CommonWealth's employees, officers or
directors over that paid in the five (5) month period ending May 31, 2000;
3.10.7 Dividend. Any declaration or payment or dividend or
distribution of the assets of CommonWealth to its shareholders;
3.10.8 Issuance of Stock. Any issuance or sale by CommonWealth of
any shares of its capital stock or other securities;
3.10.9 Other Event or Condition. Any other event or condition of
any character which has materially and adversely effected CommonWealth's
business, revenues, results of operations, financial condition or prospects; or
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3.10.10 Agreement Regarding Any of the Foregoing Situations. Any
agreement or commitment to do any of the things described in this section 3.10.
3.11 Tax Returns and Liabilities. CommonWealth has filed all tax
returns required to be filed by any jurisdiction to which it is or has been
subject. Additionally, CommonWealth has either paid in full all taxes due and
all taxes claimed to be due by each such jurisdiction (whether measured by
income, revenues, real or person property, sales or use) and any interest and
penalties with respect thereto, or has provided in the fiscal year to which the
tax may apply reserves believed by CommonWealth and Sellers to be adequate for
the payment of such tax obligations.
3.12 Withholding. CommonWealth has made timely payments of all the
taxed required to be deducted and held by it from wages paid to its employees in
accordance with the provisions of applicable Federal and State law.
3.13 Ownership of Corporate Assets. As set forth in Exhibit 5 to this
Agreement, the assets, properties and rights owned by CommonWealth (the
"Assets") include all of the assets, businesses, properties, rights, proprietary
technology (including but not limited to all custom programs and all licensed
software), all existing VISP, XDSL, and End User clients and contracts; Backbone
provider contracts, all computer and office equipment; all network equipment;
all product and service specifications; all receivables, sales leads and new
business proposals, lease of FCC license and good will of every kind in
description used by CommonWealth in the conduct and operation of its business.
CommonWealth has good and marketable title to all of the Assets, free and clear
of all liens, charges, security interests, encumbrances and conditional sales
contracts of every kind or character.
3.14 Fixed Assets and Equipment. All of the property, plant and
equipment of CommonWealth are free of substantial defects or deficiencies,
commercially useable, in generally good operating condition and repair, and fit
and suitable for the purposes for which the same has been used by CommonWealth.
To the knowledge of CommonWealth and Sellers, none of the property, plant or
equipment used in the business of CommonWealth is now operated or maintained in
a manner which contravenes any applicable environmental, building, or zoning
ordinance, regulation or order, or violates any restrictive covenant or any
other provision of law, the effective enforcement of which would in any material
respect interfere with or prevent the continued use of any of such property,
plant or equipment for the purposes for which the same are now being used, or
would materially effect the value thereof. CommonWealth has not received notice
of any claim of such contravention or violation.
3.15 Accounts Receivable. All accounts receivable and other
receivables reflected on the unaudited May 31, 2000 Balance Sheet or arising
subsequent to May 31, 2000, and prior to the Closing Date, are and shall be
bonafide accounts not subject to offset or counterclaim and have been collected
or are and shall be collectible in the amounts (net of reserves) shown on the
unaudited May 31, 2000 Balance Sheet, or in the case of receivables arising
subsequent to May 31, 2000, the books of CommonWealth.
3.16 Employment Agreements. CommonWealth has no term or other written
employment agreements with any of its directors, officers, stockholder,
employees, agents, consultants, advisors, or other representatives.
3.17 Security Interests. Except as disclosed in the Exhibits,
CommonWealth is not indebted to any person or entity to whom it has given a
security interest of any kind in the Assets, and CommonWealth has not executed a
financing statement or security agreement with respect to any such security
interests that it has failed to disclose to Buyer.
3.18 Leases. All real property leases, the FCC lease and equipment
leases are listed on Exhibit 6 to this Agreement. Complete copies of these
leases have been provided to the Buyer for its review. All of these leases
remain in full force and affect and there are no existing defaults.
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3.19 Interests of Affiliates. No officer, director or shareholder of
CommonWealth, nor any relative or spouse of any of the aforegoing, or any
relative of such spouse, as any direct or indirect interest in any active
competitor, supplier or customer of CommonWealth, or has any interest in any
property presently utilized by CommonWealth in its business.
3.21 Proprietary Rights and Information. All secret and proprietary
information, processes, techniques, methods, ideas, discoveries, developments,
formulae, compound specifications, specialized knowledge, technical and
engineering data, financial information, trade information, trade secrets,
confidential information, inventory records and schedules, custom programs and
licensed software, and customer and sales data information are herein
collectively referred to as "Proprietary Information." The Assets include all of
the Proprietary Information of CommonWealth. CommonWealth has not granted to any
third person or entity any license, sublicense or other right to use any of
CommonWealth's Proprietary Information. To the best knowledge of the Sellers and
CommonWealth:
(i) No third person or entity is infringing upon any of
CommonWealth's Proprietary Information; and
(ii) The machinery, equipment, processes and activities used by
CommonWealth in its business as it is now being conducted and has
been conducted do not infringe upon any Proprietary Information
of any other person or entity, and Sellers and CommonWealth have
no knowledge of any claim or assertion, or potential claim or
assertion, to the contrary.
3.22 Books and records. The minute books, stock transfer books,
financial books and other books and records of CommonWealth are complete and
accurate.
3.23 Contracts. CommonWealth is not a party to any contract, license,
lease, agreement, undertaking or commitment of any kind or nature, whether
written or oral, absolute or contingent, required to be disclosed in this
Agreement and not so disclosed.
3.24 Absence of Default. CommonWealth has performed all material
obligations required to be performed and is not in material default with respect
to any obligation to be performed under any material contract, lease, license,
guaranty, indenture, loan agreement, or other agreement or arrangement to which
CommonWealth is a party, or to which any of the Assets are subject, nor is there
any claim of such default. All parties with which CommonWealth has material
contractual arrangements are, to the best knowledge of CommonWealth and the
Sellers, except with regard to the minimum volume commitments with Alliance
Group Services Company, Inc., in substantial compliance therewith and are not in
material default, and no event has occurred which, with the passage of time or
the giving of notice, or both, would constitute a material default thereunder.
3.25 Future Customer and Supplier Commitments. Except as disclosed in
Exhibit 8, neither Sellers nor CommonWealth have made to any customer or
supplier of CommonWealth or to any employee of such customer or supplier, any
commitment to provide any special discount, allowance or other accommodation
which, if not provided by CommonWealth after the Closing Date, would adversely
effect the business relationship with such customer or supplier.
3.26 Legal Proceedings. There is no action, suit, proceeding, claim,
arbitration, or investigation by any Government, Governmental Agency or other
person (i) pending to which CommonWealth is a party, (ii) threatened against or
relating to CommonWealth or any of CommonWealth's assets, (iii) challenging
CommonWealth's right to execute, acknowledge, seal, deliver, perform under or
consummate the transactions contemplated by this Agreement, or (iv) asserting
any right with respect to any of the Sellers' Shares, and there is no basis for
any such action, suit, proceeding, claim, arbitration or investigation.
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3.27 Purchase of Worldlink Communications Corporation. The Sellers
warrant that CommonWealth paid fair consideration for the assets of Worldlink
Communications Corporation. ("Worldlink"), including fair consideration for the
lease of Worldlink's FCC license. Oliver J. Frazier, III further warrants that
the $54,400 balloon promissory note payment and all interim interest payments
owed to Worldlink by Commonwealth will be paid as and when due by him and that
it is expressly agreed that the note payment and interest payments owed by
Commonwealth to Worldlink are assumed by him personally and are no longer an
obligation of Commonwealth. The Buyer has no obligation to make the promissory
note payments relating to the Worldlink transaction and Oliver J. Frazier, III's
agreement to assume and make these payments is a material term of this
agreement.
3.28 Full Disclosure. This Agreement (including the Exhibits hereto)
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements contained herein not misleading.
There is no fact known to Sellers which is not disclosed in this Agreement which
materially adversely affects the accuracy of the representations and warranties
contained in this Agreement.
3.28 No Brokerage. Sellers have not incurred any obligation or
liability, contingent or otherwise, for brokerages fees, finder's fees, agent's
commissions, or the like in connection with this Agreement or the transactions
contemplated hereby.
4. Representations and Warranties of the Buyer. The Buyer represents and
warrants to Sellers that:
4.1 Due Organization; Good Standing; Power. The Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Maryland. The Buyer has all requisite corporate power to enter into
this Agreement and to perform its obligations hereunder.
4.2 Authorization and Validity of Documents. The execution,
acknowledgment, sealing, delivery, and performance of this Agreement by Buyer,
and the consummation by the Buyer of the transactions contemplated hereby, have
been duly and validly authorized by the Buyer. This Agreement has been duly
executed, acknowledged, sealed, and delivered by the Buyer and is a legal,
valid, and binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors rights generally.
4.3 Investment Intent. The Buyer (by itself or through its Assignee)
is acquiring the Sellers' Shares for investment purposes and to own Seller as
its subsidiary. The Buyer does not intend to offer the Seller's Shares for sale
in connection with the transfers contemplated by this Agreement.
4.4 Brokerage. The Buyer has a relationship with Global Capital
Markets, Inc. ("Global") and shall compensate Global for this transaction
according to the Lehman formula.
5. Indemnification.
5.1 The Sellers shall defend, indemnify and hold harmless the Buyer,
its officers, directors, stockholders, agents, servants and employees, and their
respective heirs, personal and legal representatives, guardians, successors and
assigns, from and against any and all claims, threats, liabilities, taxes,
interest, fines, penalties, suits, actions, proceedings, demands, damages,
losses, costs and expenses (including attorneys' and experts' fees and court
costs) of every kind and nature arising out of, resulting from, or in connection
with:
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5.1.1. Any misrepresentation or breach of Sellers of any
representation or warranty contained in this Agreement.
5.1.2. Any nonfulfillment, failure to comply or breach by Sellers
of any covenant, promise or agreement of the Sellers contained in this
Agreement.
5.1.3. Any act, failure to act or omission prior to the Closing
Date by Sellers.
5.1.4. Any creditor of Worldlink Communications Corporation.
5.1.5 Any act, matter or thing prior to the Closing Date.
5.2 Indemnification by Buyer. Buyer shall defend, indemnify and hold
harmless the Sellers and their respective heirs, personal and legal
representatives, guardians, successors and assigns, from and against any and all
claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions,
proceedings, demands, damages, losses, costs and expenses (including attorneys'
and experts' fees and court costs) of every kind and nature arising out of,
resulting from, or in connection with:
5.2.1. Any misrepresentation, omission or breach by Buyer of any
representation or warranty contained in this Agreement.
5.2.2. Any nonfulfillment, failure to comply or breach by the
Buyer of or with any covenant, promise or agreement of the Buyer contained in
this Agreement.
5.3. Any material breach of aforementioned points shall give cause for
said contract to become null and void at the discretion of the aggrieved party.
6. Employment Agreements.
6.1 Oliver J. Frazier, III, Patricia Cintron and Mauricio Proano.
Employment agreements in the form and substance attached hereto as Exhibits
7a-c, providing for the employment of the individuals named in this subparagraph
6.1, will be executed by the above-named individuals at closing. Additionally,
in return for the consideration received under this Agreement, the Employment
Agreements will each include a Covenant not to Compete that restricts the
employees ability to solicit CommonWealth or A1 customers, suppliers and/or
employees or to otherwise compete with CommonWealth or A1 for a period of five
(5) years. It is agreed that despite the fact that Oliver J. Frazier, III, is
not a Shareholder of CommonWealth; in his capacity as President, his Employment
Agreement is an integral part of this purchase transaction.
7. Transfer of Licenses and Permits
CommonWealth and the Sellers shall use their best efforts to transfer or
cause to be transferred to Buyer any permits, licenses, certificates and
authorizations as may be required to be transferred by Sellers to Buyer in
connection with the conduct or operation of the business of CommonWealth after
the Closing Date. The transfer of such licenses and permits, to the extent
practical, will be at the choice of the Buyer since it may be in the best
interest of the Buyer for such licenses and permits to remain with CommonWealth
to be used by CommonWealth.
8. Miscellaneous
8.1 Survival of Representations, Warranties, and Agreements. All of
the representations, warranties, covenants, promises and agreements of the
parties contained in this Agreement (or in any document delivered or to be
delivered pursuant to this Agreement or in connection with the Closing) shall
survive the execution, acknowledgment, sealing and delivery of this Agreement
and the consummation of the transactions contemplated hereby.
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8.2 Notices. All notices, requests, demands, consents, and other
communications which are required or may be given under this Agreement
(collectively, the "Notices") shall be in writing and shall be given either (a)
by personal delivery against a receipted copy, or (b) by certified or registered
U.S. mail, return receipt requested, postage prepaid, to the following
addresses:
(I) If to Seller:
Oliver J. Frazier, III, President
CommonWealth Telecommunications of North America, Inc.
1417 North Semoran Blvd
Suite 204
Orlando, FL 32807
With a copy to:
(ii) If to the Buyer:
Bruce Bertman, CEO
A1 Internet.com, Inc.
15825 Shady Grove Road, Suite 50
Rockville, MD 20850
With a copy to:
Richard B. Rosenblatt, Esquire
The Law Offices of Richard B. Rosenblatt, PC
30 Courthouse Square, Suite 302
Rockville, MD 20850
or to such other address of which written notice in accordance with this Section
8.2 shall have been provided by such party. Notices may only be given in the
manner hereinabove described in this Section 8.2 and shall be deemed received
when given in such manner.
8.3 Entire Agreement. This Agreement (including the Exhibits hereto)
constitutes the full, entire and integrated agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior
negotiations, correspondence, understandings and agreements among the parties
hereto respecting the subject matter hereof.
8.4 Assignability. This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties hereto; provided,
however, that the Buyer may, without the prior written consent of any other
party, assign its interest in this Agreement to any Affiliate of the Buyer if
such Affiliate undertakes to perform the Buyer's obligations hereunder that
shall have been so assigned.
8.5 Binding Effect; Benefit. This Agreement shall inure to the benefit
of and be binding upon the parties hereto. Nothing in this Agreement, express or
implied, is intended to confer upon any other person or entity any rights,
remedies, obligations, or liabilities.
8.6 Severability. Any provision of this Agreement which is held by a
court of competent jurisdiction to be prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability, without
invalidating or rendering unenforceable the remaining provisions of this
Agreement.
8.7 Amendment; Waiver. No provision of this Agreement may be amended,
waived, or otherwise modified without the prior written consent of all of the
parties hereto. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranty, covenant or agreement herein contained. The waiver by any party hereto
of a breach of any provision or condition contained in this Agreement shall not
operate or be construed as a waiver of any subsequent breach or of any other
conditions hereof.
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8.8 Section Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
8.9 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
8.10 Applicable Law. This Agreement is made and entered into, and
shall be governed by and construed in accordance with the laws of the State of
Maryland.
8.11 Jurisdiction. In any action to enforce any provision of this
Agreement, or otherwise relating to this Agreement, the parties agree to sole
jurisdiction in the State of Maryland.
8.12 Remedies. The parties hereto acknowledge that the Sellers' Shares
are unique; that any claim for monetary damages may not constitute an adequate
remedy; and that it may therefore be necessary for the protection of the parties
and to carry out the terms of this Agreement to apply for the specific
performance of the provisions hereof. It is accordingly hereby agreed by all
parties that no objection to the form of the action or the relief prayed for in
any proceeding for specific performance of this Agreement shall be raised by any
party, in order that such relief may be expeditiously obtained by an aggrieved
party. The parties may proceed to protect and enforce their rights hereunder by
a suit in equity, action at law or other appropriate proceeding, whether for
specific performance or for an injunction against a violation of the terms
hereof or in aid of the exercise of any right, power or remedy granted hereunder
or by law, equity or statute or otherwise. No course of dealing and no delay on
the part of any party hereto in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice its rights, powers or
remedies, and no right, power or remedy conferred hereby shall be exclusive of
any other right, power or remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise.
8.13 Transfer Taxes. Any transfer tax liabilities resulting from this
transaction shall be divided equally between the Sellers and the Buyer.
8.14 Further Assurances. The Buyer and Sellers shall execute,
acknowledge and deliver such further instruments or documents, and perform such
additional acts, as reasonably may be required in order to more effectively
transfer and assign the stock to Buyer, to aid and assist Buyer in exercising
all rights with respect to any of the Assets, or to otherwise effectuate the
intent of this Agreement.
8.15 Use of Genders. Whenever used in this Agreement, the singular
shall include the plural and vice versa, and the use of any gender shall include
all genders and the neuter.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement under seal, with the intention of making it a sealed instrument, on
the date first above written.
WITNESS/ATTEST: SELLERS:
COMMONWEALTH
TELECOMMUNICATIONS OF NORTH AMERICA, INC.
_______________ _______________________________(SEAL)
Oliver J. Frazier, III, President and Director
_______________ _______________________________(SEAL)
Oliver J. Frazier, III, Individually
10
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_______________ _______________________________(SEAL)
Oliver J. Frazier, Jr., Shareholder
_______________ _______________________________(SEAL)
Patricia Cintron, Shareholder
_______________ _______________________________(SEAL)
Mauricio Proano, Shareholder
_______________ _______________________________(SEAL)
Lisa T. Frazier, Shareholder
_______________ _______________________________(SEAL)
Janice M. Burrell, Shareholder
_______________ _______________________________(SEAL)
Cruz D. Castro, Shareholder
ATTEST: BUYER:
A1 TELECOMMUNICATIONS, INC.
_______________ _______________________________(SEAL)
Bruce Bertman, Chief Executive Officer
11
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STATE OF :
: SS
COUNTY OF :
I HEREBY CERTIFY that on this ____ day of _________________, 2000, before
me, the subscriber, a Notary Public of the State of in and for the County of
aforesaid, personally appeared _____________________, known to be (or
satisfactorily proven), who acknowledges that he/she executed the foregoing
instrument in his/her corporate capacity for the purposes therein contained.
AS WITNESS my hand and Notarial Seal.
----------------------------------
Notary Public
My Commission Expires: _________________
