Exhibit 10.1 Stock Purchase Agreement


    Exhibit
      1

    


    


    STOCK
      PURCHASE AGREEMENT

     

    This
      STOCK PURCHASE AGREEMENT dated as of March 29, 2007 (this “Agreement”),
      by
      and between HARRIS
      CORPORATION,
      a
      Delaware corporation (“Seller”),
      and
IHL
      INVESTMENTS, LLC,
      a
      Delaware limited liability company (“Buyer”).

     

    Recitals

     

    Seller
      is
      the record and beneficial owner of 40,000 shares of Series C Convertible
      Preferred Stock, $.001 par value (the “Shares”),
      of
      Teltronics, Inc., a Delaware corporation (the “Company”).
      Buyer
      desires to purchase the Shares from Seller, and Seller desires to sell the
      Shares to Buyer, all upon the terms and subject to the conditions set forth
      in
      this Agreement.

     

    Therefore,
      in reliance on the representations, warranties and agreements made herein and
      in
      consideration of the premises and mutual promises herein contained and for
      other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    Terms

     

    1.    Sale
      and Purchase of Shares.
      At the
      Closing (defined below), Seller shall sell, assign and transfer to Buyer the
      Shares and all rights that Seller shall have with respect to any and all accrued
      but unpaid dividends relating to the Shares by delivering to Buyer, against
      payment therefor as provided below, one or more certificates evidencing the
      Shares (the “Stock
      Certificates”),
      in
      proper form for transfer or with duly executed stock powers attached thereto.
      

     

    2.    Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of Seller, 1025 West NASA Boulevard, Melbourne,
      Florida 32919, or at such other place or places as the parties may agree on
      March 29, 2007, (the “Closing
      Date”)
      and
      shall be effective as of that date.

     

    3.    Purchase
      Price and Payment.
      The
      purchase price payable by Buyer for the Shares shall be ONE MILLION SEVEN
      HUNDRED THOUSAND DOLLARS ($1,700,000.00) (the “Purchase
      Price”).
      ONE
      MILLION THREE HUNDRED THOUSAND DOLLARS ($1,300,000.00) of the Purchase Price
      (the “Cash
      Consideration”)
      shall
      be payable in cash at Closing by wire transfer of immediately available funds
      to
      the account designated by Seller to Buyer prior to the Closing. The remaining
      FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) of the Purchase Price (the
“Deferred
      Consideration”)
      shall
      be due and payable from Buyer to Seller on December 27, 2007 without interest.
      The terms of payment of the Deferred Consideration are further detailed by
      the
      terms of a promissory note made by Buyer in favor of Seller dated of even date
      herewith (the “Note”),
      which
      obligations under the Note shall be secured by a pledge of the Shares pursuant
      to a pledge agreement by Buyer in favor of Seller dated of even date herewith
      (the “Pledge
      Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.    Deliveries
      of Buyer at Closing.
      At the
      Closing, Buyer shall deliver to Seller:

     

    (a)    payment
      of the Cash Consideration in accordance with Section 3 hereof;

     

    (b)    the
      Note
      in the amount of the Deferred Consideration in the form of Exhibit
      A
      attached
      hereto; and

     

    (c)    the
      Pledge Agreement in the form of Exhibit
      B
      attached
      hereto.

     

    5.    Representations
      and Warranties of Seller.
      Seller
      represents and warrants to Buyer that: (a) Seller is the owner of the Shares,
      (b) Seller has the corporate power and authority to sell the Shares to Buyer
      and
      (c) the Shares are free of all encumbrances, except for restrictions with
      respect to transferability imposed by the provisions of the Securities Act
      of
      1933, as amended or applicable state securities laws. EXCEPT AS EXPRESSLY
      PROVIDED IN THIS SECTION 5, THE SELLER DISCLAIMS ALL REPRESENTATIONS AND
      WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL.

     

    6.    Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to Seller that:

     

    (a)    Buyer
      acknowledges and agrees that Seller: (i) is not a controlling person with
      respect to the Company; (ii) does not have the power to nominate or appoint
      any
      member of the Company’s board of directors; (iii) is not otherwise involved in
      the management of the Company; and (iv) has a relationship with the Company
      such
      that Seller is not privy to, nor does Seller have access to, information
      regarding the Company that has not been publicly disclosed;

    


    (b)    Buyer
      is
      not relying on Seller to provide Buyer information regarding the Company or
      the
      Shares, and Buyer is looking solely to the Company for such
      information;

     

    (c)    the
      Company has provided Buyer all information relevant to Buyer’s investment
      decision, including, but not limited to, the Company’s financial statements for
      the most recent fiscal year and any and all of the Company’s reports and
      registration statements filed with the Securities Exchange
      Commission;

     

    (d)    the
      Company has permitted Buyer to make such other investigations as Buyer considers
      appropriate to determine or verify the condition (financial or otherwise) of
      the
      Company and to consummate the transactions contemplated by this
      Agreement;

     

    (e)    Buyer
      is
      able to evaluate the merits, risks and other factors bearing on the suitability
      of the Shares as an investment;

     

    (f)    Buyer
      is
      acquiring the Shares for its own account, for investment purposes only and
      not
      with a view to, or for sale in connection with, any distribution of the Shares,
      or with any present intention of selling all or part of the Shares;


     

    (g)    Buyer
      is
      not acting as part of a group, or in concert with any other person or entity,
      in
      connection with its purchase of the Shares; and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (h)    Buyer
      is
      aware that it may be required to report the acquisition of Shares pursuant
      to
      Section 16 of the Securities Exchange Act and may be subject to other reporting
      obligations under applicable securities laws.

     

    7.    Indemnification.
      Subject
      to the conditions set forth below, each party hereto (the “Indemnifying
      Party,”
as
      applicable) agrees to indemnify and hold harmless the other party hereto and
      its
      respective affiliates, agents, employees, officers and directors (collectively,
      the “Indemnified
      Parties”)
      against any and all loss, liability, claim, damage and reasonable expense
      whatsoever (which shall include, for all purposes of this Section 7, but not
      be
      limited to, reasonable attorneys’ fees and any and all expense whatsoever
      incurred in investigating, preparing or defending against any litigation,
      commenced or threatened, or any claim whatsoever and any and all amounts paid
      in
      settlement of any claim or litigation) as and when incurred arising out of,
      based upon, or in connection with (a) any breach of representation or warranty
      contained in this Agreement, or (b) the Indemnifying Party’s breach of the
      provisions of this Agreement. 

     

     8.    Release
      of Seller. Except
      for Seller’s obligation to deliver the Stock Certificates to Buyer pursuant to
      Section 1 hereof; deliver the Assignment pursuant to Section 9 hereof; and
      Seller’s representations and warranties as set forth in Section 5 hereof: (a)
      Seller and its affiliates, agents, employees, officers and directors shall
      have
      no liability to Buyer or its affiliates, agents, employees, officers or
      directors for any losses, claims or expenses related to or arising out of this
      Agreement; and (b) Buyer for itself and on behalf of its affiliates, agents,
      employees, officers and directors hereby waives and releases any and all claims
      Buyer currently has or may in the future have against Seller and its affiliates,
      agents, employees, officers and directors arising in connection with or
      otherwise related to this Agreement or the transactions contemplated
      hereby.

     

    9.    Assignment
      of Registration Rights Agreement.
      At the
      Closing, Seller shall assign to Buyer the Registration Rights Agreement dated
      March 27, 2002 by and between Seller and the Company. 

     

    10.    Miscellaneous
      Provisions.
      

    


    (a)    Costs
      and Expenses.
      Each
      party shall pay its own expenses in connection with the preparation,
      negotiation, and performance of the terms of this Agreement. 

    


    (b)    Survival
      of Representations and Warranties.
      The
      representations and warranties contained herein or in any certificate,
      statement, document or instrument furnished hereunder shall survive the Closing
      until March 29, 2009. The covenants of Seller and Buyer shall continue in full
      force and effect in accordance with their respective terms.

    


    (c)    Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with
      the laws of the State of Delaware without giving effect to any choice or
      conflicts of laws provisions or rules thereof (whether of the State of Delaware
      or any other jurisdiction) that would cause the application of the laws of
      any
      other jurisdiction other than the State of Delaware.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (d)    Notices.
      All
      notices, consents, requests, instructions, approvals and other communications
      which may be or are required to be given, served or sent by either party
      pursuant to this Agreement, shall be in writing and shall be delivered
      personally, or sent by nationally recognized overnight courier service, or
      by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed as follows:

    


    If
      to
      Buyer:          
  IHL
      Investments, LLC

      3402
      Oak Grove, Suite
      200

      Dallas,
      Texas
      75204

      Attention: Manager

    


    With
      a
      copy to:      Gillespie,
      Roger, Watsky & Jones, P.C.

      3402
      Oak Grove, Suite
      200

      Dallas,
      Texas
      75204

      Attention: Hal
      K.
      Gillespie, Esq.

    


    If
      to
      Seller:             Harris
      Corporation

    1025
      West
      NASA Boulevard

    Melbourne,
      FL 32919

    Attention: Scott
      T.
      Mikuen

     

    Each
      party may designate by notice in writing as aforesaid a new address to which
      any
      notice, demand, request or communication may thereafter be so given, served
      or
      sent. Each notice, demand, request or communication which shall be mailed,
      sent,
      or delivered in the manner described above, shall be deemed sufficiently given,
      served, sent or received for all purposes (i) on the day personally
      delivered or faxed, (ii) on the second day after the date delivered to a
      nationally recognized overnight courier, or (iii) on the fifth day following
      the
      date sent by certified mail.

    


    (e)    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be illegal, invalid, void or unenforceable, then
      the
      remainder of the terms, provisions, covenants and restrictions of this Agreement
      shall remain in full force and effect.

    


    (f)    Submission
      to Jurisdiction;
      Prevailing Party 

    


    (i)    Jurisdiction.
      EACH
      PARTY HEREBY CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN
      THE MIDDLE DISTRICT OF FLORIDA AND ANY STATE COURT WITHIN BREVARD COUNTY, STATE
      OF FLORIDA, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING
      TO
      THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS, AND EACH PARTY WAIVES ANY
      OBJECTION WHICH IT MIGHT HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS.
      EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
      RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (ii)    Prevailing
      Party.
      In the
      event of a dispute hereunder, the prevailing party in such dispute shall be
      entitled to recover from the non-prevailing party, all costs and expenses
      incurred in connection with such dispute, including reasonable attorneys’ fees
      and costs incurred before and at trial or any other proceedings. 

    


    (g)    Specific
      Performance.
      The
      parties acknowledge and agree that the other would be irreparably damaged if
      any
      of the provisions of this Agreement are not performed in accordance with their
      specific terms or are otherwise breached and that any breach of this Agreement
      could not be adequately compensated in all cases by monetary damages alone.
      Accordingly, in addition to any other right or remedy to which a party may
      be
      entitled, at law or in equity, it shall be entitled to enforce any provision
      of
      this Agreement by specific performance and to temporary, preliminary, and
      permanent injunctive relief to prevent breaches or threatened breaches of any
      of
      the provisions of this Agreement. 

    


    (h)    No
      Third Party Beneficiary.
      This
      Agreement is entered into solely for the benefit of the parties hereto, and
      the
      provisions of this Agreement shall be for the sole and exclusive benefit of
      such
      parties and their respective successors and permitted assigns. No person not
      a
      party hereto or their successors and permitted assigns (including the Company)
      shall be entitled to enforce any provisions hereof or exercise any right
      hereunder.

    


    (i)    Waiver;
      Amendment.
      

    


    (i)    Neither
      the waiver by either of the parties hereto of a breach of or a default under
      any
      one or more of the provisions of this Agreement, nor the failure of either
      of
      the parties, on one or more occasions, to enforce any of the provisions of
      this
      Agreement or to exercise any right or privilege hereunder shall thereafter
      be
      construed as a waiver of any subsequent breach or default of a similar nature,
      or as a waiver of any such provisions, rights or privileges hereunder. No waiver
      shall be binding unless executed by the party making the waiver. 

    


    (ii)    No
      provisions of this Agreement may be amended, modified, discharged or terminated
      except by written agreement duly executed by each of the parties.

    


    (j)    Assignment.
      Neither
      Seller nor Buyer shall assign any of their rights or obligations under this
      Agreement without the prior written consent of the other. This Agreement shall
      be binding upon and shall inure to the benefit of the parties and their
      respective successors and permitted assigns. 

    


    (k)    Entire
      Agreement.
      This
      Agreement, the Note and the Pledge Agreement embody and constitute the entire
      agreement and understanding between the parties with respect to the subject
      matter hereof and supersede and cancel any prior and contemporaneous oral or
      written agreement, letter of intent, proposal executed or delivered by or on
      behalf of any of the parties, representations or understanding related to the
      subject matter hereof, written or oral.

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (l)    Counterparts.
      This
      Agreement may be executed in one or more counterparts (including by means of
      facsimile or other non-alterable electronic transmission), and it shall not
      be
      necessary that the signature of, or on behalf of, each party, or that the
      signatures of all persons required to bind any party, appear on each
      counterpart, but it shall be sufficient that the signature of, or on behalf
      of,
      each party, or that the signatures of the persons required to bind any party,
      appear on one or more such counterparts. All counterparts shall constitute
      one
      and the same instrument. It shall not be necessary in making proof of this
      Agreement or any counterpart hereof to produce or account for any of the other
      counterparts.

    


    (m)    No
      Set-Off.
      Neither
      party hereto shall have any right to set-off any amounts due under this
      Agreement against any claims or amounts due to the other parties under any
      other
      arrangement between or among the parties.

    


    (n)    Counsel.
      Each
      party hereto acknowledges each of them have been represented by legal counsel
      with respect to all matters contemplated herein, from the commencement of
      negotiations and at all times through the execution hereof, and each party
      represents and warrants that it has reviewed, knows and understands, and agrees
      with the terms and conditions of this Agreement.

    


    


    


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    IN
      WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
      of
      the date set forth above.

     

    SELLER:

     

    HARRIS
      CORPORATION

     

    By:      
      /s/ Charles J. Greene 

    Name:
       Charles J.
      Greene

    Title:  
       V.P.-Tax &
Treasurer

    


    


    BUYER:

     

    IHL
      Investments, LLC

    


    By:    
        /s/ L. Bailikowsky

    Name:  L.
      Bailikowsky

    Its:     
       Manager

     

    SELLER:

    *
      * * *
      *

    State
      of
      FLORIDA

    County
      of
      Brevard

    


    On
       March
      29, 2007 
      before
      me appeared Charles
      J. Greene  
      who is
personally
      known to me (or proved to me on the basis of satisfactory evidence) to be the
      person whose name is subscribed to within the instrument and acknowledged to
      me
      that he executed the same in his authorized capacity, and that by his signature
      on the instrument the person, or the entity upon behalf of which the person
      acted, executed the instrument.

     

    
       

      
        	
                Notary
                  Public, 

                Commission
                  No. DD263331 

                Expires
                   2/24/08   

                (SEAL)

              	
                 

                 

                 

                /s/
                  Vicki
                  L. Calicchia   

                                    
                  Notary

              


      

      


      BUYER:

      *
        * * *
        *

      State
        of
        TEXAS

      County
        of
        Dallas

      


      On
         March
        29, 2007 
        before
        me appeared L.
        Bailikowsky  
        who is
personally
        known to me (or proved to me on the basis of satisfactory evidence) to be
        the
        person whose name is subscribed to within the instrument and acknowledged
        to me
        that he executed the same in his authorized capacity, and that by his signature
        on the instrument the person, or the entity upon behalf of which the person
        acted, executed the instrument.

      
 

      
        	
                Notary
                  Public, 

                Commission
                  No.  

                Expires 
                  July 25, 2009        

                             
                  (SEAL)

              	
                 

                 

                /s/
                  Patricia
                  Stevens              

                                       
                  Notary

              


      

      


       

      [Signature
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