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STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of September 11, 1998, by and between Listen Group Partners,
LLC, a Delaware limited liability company (the "Seller"), and Xxxxxx Xxxxx, an
individual ("Xxxxx"), and Solux Limited, a ("Solux" and together with Xxxxx, the
"Buyers").
W I T N E S S E T H
WHEREAS, Seller desires to sell and Buyers desire to purchase
an aggregate of 4,500,000 shares (the "Shares") of the common stock, par value
$0.01 per share (the "Common Stock") of AmeriQuest Technologies, Inc., a
Delaware corporation (the "Company");
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants and agreements herein contained and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Sale and Purchase of Stock. Subject to the terms and
conditions of this Agreement, Seller agrees to sell the Shares, and Buyers each
agree to purchase, such portion of the Shares set forth below their name on the
signature page hereto. The aggregate purchase price for the Shares shall be
$1.00. The Purchase Price shall be paid by Buyers to Seller by check made
payable to Seller and delivered to Seller at the closing (the "Closing"). At the
Closing, Seller shall deliver to Buyers a stock power with respect to the Shares
being purchased by each respective Buyer executed in blank and instruct the
Company's transfer agent to issue share certificates to reflect the sale of the
Shares to such Buyer.
2. Representations, Warranties and Covenants of Seller. Seller
represents and warrants to Buyers as follows:
a. Seller owns the Shares, free and clear of any liens,
claims, encumbrances or other restrictions.
b. Seller has all requisite power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. The
Agreement, upon execution and delivery by Seller, shall constitute the legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
preceding in equity or at law).
c. Seller has not employed or utilized the services of any
broker or finder in connection with this Agreement or the transactions
contemplated hereby.
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3. Representations, Warranties and Covenants of Buyers. Each
Buyer represents and warrants to Seller as follows:
a. Such Buyer has all requisite power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The
Agreement, upon execution and delivery by such Buyer, shall constitute the
legal, valid and binding obligation of such Buyer, enforceable against such
Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a preceding in equity or at law).
b. The Shares are being purchased by such Buyer for
investment purposes only and not with an intent to resell.
c. After the Closing, such Buyer will hold the Shares
indefinitely unless they are subsequently registered under the Securities Act of
1933, as amended, or an exemption from registration is available.
d. Such Buyer agrees to release and discharge Seller and
the Company from any and all obligations, liabilities, fees or other
disbursements which may be due to such Buyer arising out of such Buyer's
performance of services prior to the date hereof or in connection with
transactions occurring on or prior to the date hereof.
e. The Buyers are not Affiliates (as defined in Section
12b-2 of the regulations promulgated under the Securities Act of 1934, as
amended) of the Company or of each other, and the Buyers are not members of a
Group (as such term is used in Schedule 13D promulgated by the U.S. Securities
and Exchange Commission).
4. Survival. The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall survive the
Closing.
5. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or mailed by registered mail, return receipt requested, or overnight
mail.
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6. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns. The Buyers shall have no obligation to purchase and pay for
the Shares under this Agreement unless and until the Closing occurs. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary
rights in any person or entity. No assignment of this Agreement or of any rights
or obligations hereunder may be made by either party (by operation of law or
otherwise) without the prior written consent of the other, and any attempted
assignment without the required consent shall be void.
7. Reliance. The Company may rely on the representations,
warranties and covenants of the parties set forth in this Agreement as a third
party beneficiary.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Delaware.
9. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter provided for, and
supersedes all previous oral agreements and understandings between the parties.
10. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together shall
constitute one and the same Agreement.
SELLER:
LISTEN GROUP PARTNERS, LLC
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President
BUYERS:
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Number of Shares: 1,640,000 shares
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SOLUX LIMITED
By: /s/ S. Flock
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Name: S. Flock
Title: President
Number of Shares: 2,860,000 shares
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