EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
This Agreement is made as of the 21st day of August 2002, by and
between Xxxxx Xxxxxx (the "Seller") and The Vantage Group Ltd. (the
"Purchaser").
WHEREAS, Seller owns 4,840,188 shares of common stock, $.0001 par value
per share (the "Common Stock") of Associated Automotive Group Incorporated
(AAGI) (the "Company"); and
WHEREAS, Seller wishes to sell to the Purchaser 3,540,188 shares of the
Company's Common Stock (the "Shares") and Purchaser is desirous of acquiring the
Shares on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, and intending to be legally bound hereby, upon closing,
as hereinafter defined, the parties hereby agree as follows:
1. Sale and Delivery of Shares.
(a) Subject to and upon the terms and conditions of this Agreement,
Seller hereby agrees to sell, transfer, assign and deliver to Purchaser, and
Purchaser hereby agrees to purchase from Seller the Shares. Seller will deliver
the Shares to Purchaser at the Closing, which Shares will be delivered to
Purchaser with executed stock powers or registered in the name of Purchaser.
(b) The closing (the "Closing") shall take place within twenty
business days of the date of this Agreement at the offices of the Purchaser, or
at such other place as the parties shall mutually agree.
2. Purchase Price. The purchase price (hereinafter the "Purchase
Price") being paid by Purchaser to Seller for all the Shares being sold and
purchased hereunder shall be Four Hundred Thirty-Six Thousand Two Hundred
Thirty-One ($436,231) Dollars. The Purchase Price is payable in traunches
over twenty business days commencing August 26, 2002 to total $436,231.
3. Representations and Warranties of Purchaser. The Seller hereby
represents and warrants to the Purchaser that the Seller has good title,
beneficially and of record, to the Shares, free and clear of all claims, liens,
encumbrances and options to purchase; such Shares have been validly issued and
outstanding, fully paid and non-assessable; and Seller has full legal right,
power and authority to sell, assign and transfer the Shares to the Purchaser.
Delivery of the certificates for the Shares, as provided in paragraph 1 of this
Agreement will vest in the Purchaser ownership of the Shares, free and clear of
all claims, liens, encumbrances and options to purchase.
4. Representation and Warranties of Purchaser. The Purchaser hereby
represents and Warrants to the Seller:
(a) That Purchaser has full authority to enter into this Agreement
and to effect the transactions contemplated hereby.
(b) Purchaser has made its own investigation into the condition and
prospects (financial, business, operations, liquidity, assets, liabilities or
obligations) of the Company and has not relied on any representation or warranty
of Seller in making its decision to enter into this Agreement or Purchase the
Shares from the Seller.
5. Survival of Representations and Warranties. The Seller and the
Purchaser each hereby covenant and agree that the representations and warranties
of the parties set forth in this Agreement shall survive the execution of this
Agreement for a period of twenty- four months after the Closing, at which time
all such warranties and representations set forth herein and all liability of
the parties with respect thereto shall terminate (regardless of what
investigations or verifications may be made by the Parties, or any of their
agents or representatives).
6. Default. The occurrence of anyone or more of the following events
shall constitute an Event of Default:
(a) Purchaser fails to deliver payment to the Seller pursuant to
Paragraph 2 above on the Closing Date;
(b) Seller or Purchaser fails to observe or perform any obligation
to be performed under this Agreement;
Upon the happening of any Event of Default by Seller or Purchaser,
immediately and without further notice, all obligations of the non-defaulting
party under this Agreement shall terminate at the non-defaulting party's sole
option.
7. General and Miscellaneous.
(a) No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for Performance of any obligation or act shall be deemed an extension of
the time for perfomance of any other obligation or act.
(b) All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, or by Federal Express Priority
overnight delivery and shall be deemed received upon mailing thereof to the
address specified above. Notices of change of address shall be given by written
notice in the manner detailed in this paragraph.
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(c) This Agreement shall be binding upon and shall inure to the
benefit of the Permitted successors and assigns of the parties hereto.
(d) This Agreement is the final expression of, and contains the
entire Agreement between, the parties with respect to the subject matter hereof
and supersedes all prior understandings with respect thereto. This Agreement may
not be modified, changed, supplemented, or teminated, nor may any obligations
hereunder be waived, except by written instrument signed by the parties to be
charged or by its agent duly authorized in writing or as otherwise expressly
permitted herein.
(e) Headings at the beginning of each paragraph are solely for the
convenience of the parties and are not a part of the Agreement. Whenever
required by the context of this Agreement, the singular shall include the plural
and masculine shall include the feminine. This Agreement shall not be construed
as if it had been prepared by one of the parties, but rather as if both parties
had prepared the same. Unless otherwise indicated, all references to Articles
are to this Agreement.
(f) The parties hereto expressly agree that this Agreement shall be
governed by, interpreted under, and construed and enforced in accordance of the
laws of the State of New York any action to enforce, arising out of, or relating
in any way to, any provisions of this Agreement shall be brought and prosecuted
in such Court or Courts located in the State of New York as is provided by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date and year first above written.
SELLER
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
PURCHASER
/s/ The Vantage Group Ltd.
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THE VANTAGE GROUP LTD.
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