STOCK PURCHASE AGREEMENT - Merger, Acquisition 股票购买协议，合并，收购.docVIP

STOCK PURCHASE AGREEMENT This Purchase Agreement is entered into as of August 19, 200X by and between Quote Drivex, Inc., a Colorado corporation (“Seller”), Quote Services Corporation, a Colorado corporation (“QSC”), and Quote Communications International Inc., a Delaware corporation (“Quote” and, collectively with Seller and QSC, the “Quote Parties”), on the one hand, and Drivex Holdings LLC, a Delaware limited liability company (“Buyer”), on the other hand. RECITALS A. Quote owns all of the outstanding capital stock of QSC; B. QSC owns all the outstanding capital stock of Quote Drivex Holdings, Inc., a Delaware corporation (“Holding”); C. Holding owns all of the outstanding capital stock of Seller; D. Seller owns all of the outstanding limited liability company interests (the “LLC Interests”) of GRRP LLC, a Delaware limited liability company (“Company”), and immediately prior to the Closing (as defined herein), Seller will contribute certain of the assets relating to the Rodney Transferred Business (as defined herein) to Company, and Company shall assume certain of the liabilities relating to the Rodney Transferred Business, pursuant to the terms of the Contribution (as defined herein); E. Concurrently herewith, the Quote Parties and Buyer are entering into that certain Purchase Agreement (the “Drivexter Purchase Agreement”) pursuant to which the Quote Parties have agreed to contribute assets and liabilities relating to the Transferred Business (as defined in the Drivexter Purchase Agreement) to a newly formed Delaware limited liability company (“SGN LLC”), and sell all of the interests in SGN LLC to Buyer on the terms and conditions set forth therein; F. After entertaining offers for all or a portion of Seller’s assets from multiple prospective purchasers and without waiving any rights, conditions, benefits or obligations contained herein or in the Drivexter Purchase Agreement, Seller believes that the Transactions (as defined herein) contemplated under this Agre