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Stock Purchase Agreement

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Sectors: Services
Governing Law: Delaware, View Delaware State Laws
Effective Date: November 19, 1996
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Exhibit B
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Stock Purchase Agreement


STOCK PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT dated as of November 19, 1996 (the "Stock Purchase Agreement") between Suncom Communications L.L.C., a Delaware limited liability company ("Buyer") and A.J. SCHELL ("Seller").


WITNESSETH:


WHEREAS, Seller is the beneficial and record holder of 572,986 shares of common stock, par value $0.25 per share ("Common Stock") of Audio Communications Network, Inc., a Florida corporation ("ACN") and upon the exercise of certain options, will be the beneficial and record holder of 2S,000 additional shares of Common Stock (such shares, together with the 572,986 shares, are collectively referred to herein as the "Shares"); and


WHEREAS, Seller wishes to sell and Buyer wishes to purchase the Shares upon the terms of this Stock Purchase Agreement;


NOW, THEREFORE, in reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, the parties agree as follows:


ARTICLE 1


SALE AND PURCHASE OF SHARES


1.1 Sale of Shares. At the Closing provided for in Section 2.1, Seller shall sell the Shares to Buyer and Buyer shall purchase the Shares for the purchase price provided in Section 1.2.


1.2 Purchase Price; Delivery of Purchase Price and Share Certificates.


(a) Purchase Price. The purchase price for the Shares is $3,750,000 (the "Purchase Price").


(b) Payment of Purchase Price. The Purchase Price shall be paid by Buyer in immediately available funds by wire transfer to an account designated by Seller at least one business day prior to Closing (as hereinafter defined).


(c) Delivery of Share Certificates. At the Closing, Seller will deliver to Buyer stock certificate(s), in form suitable for transfer, registered in the name of Seller, evidencing the Shares, endorsed in blank or with an executed blank stock transfer power attached.


ARTICLE 2


CLOSING


2.1 Closing. The closing of the transactions provided for herein (the "Closing") will take place at the offices of Venable, Baetjer and Howard, LLP, Suite 1800, Two Hopkins Plaza, Baltimore, Maryland 21201 at 10:00 A.M. (local time) on January 30, 1997 (the "Closing Date") or at such other place, time and date as may be agreed upon by Buyer and Seller. It shall be a condition precedent to the obligations of each party to this Stock Purchase Agreement that the Closing shall occur simultaneously with the closing of the transactions contemplated by the Asset Purchase Agreement dated as of even date herewith by and between Buyer and ACN. In the event that the Asset Purchase Agreement terminates, this Stock Purchase Agreement shall terminate.


ARTICLE 3


REPRESENTATIONS AND WARRANTIES OF SELLER


Seller represents and warrants to Buyer that:


3.1 Due Execution; Enforceability. This Stock Purchase Agreement has been duly executed and delivered by Seller and (assuming due execution and delivery by Buyer) this Stock Purchase Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.


3.2 Ownership of Shares. Seller is the lawful record and beneficial owner of 572,986 of the Shares and of options to purchase 25,000 shares of Common Stock, and at the Closing will be the lawful record and beneficial owner of all of the Shares, all of which will be validly issued, fully paid, and non-assessable. Seller shall exercise such options at or prior to the Closing. Seller owns 572,986 of the Shares and said options, and at the Closing will own all of the Shares, free and clear of all encumbrances, except for restrictions on transfer under federal and state securities laws. Other than the Shares, at the Closing, Seller will own or control, directly or indirectly, no other equity securities of ACN except for (a) options to purchase 30,000 shares of Common Stock, and (b) shares of Common Stock which may be issued to Seller in December 1996 which will represent $1,000 worth of Common Stock for each Meeting of the Board of Directors of ACN attended by Seller since January 1, 1996.


2


3.3 No Violation. Seller is not subject to or bound by any provision of:


(a) any law, statute, rule, regulation or judicial or administrative decision,


(b) any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or


(c) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator,


that would prevent or be violated by, or under which there would be a default as a result of, the execution, delivery and performance by Seller of this Stock Pur
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