STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of September 7th, 2005, effective as of September 1, 2005, is entered into by and among Speedemissions, Inc., a Florida corporation (the “ Purchaser ”), Just, Inc., a Utah corporation d/b/a Just Emissions & Inspections (the “ Company ”) and Michael Duncan and Steve Malmgren (collectively, the “ Seller ”).

A.   The Company owns and operates automotive emissions and safety testing facilities regulated under the State Implementation Plans of Utah (the “ Business ”);

B.   The Seller owns of record and beneficially all the issued and outstanding shares of capital stock of the Company (the “Company Shares”); and

C.   The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Company Shares, for cash and shares of common stock of Purchaser in accordance with and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

1.1    Purchase and Sale .

The Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser, and the Purchaser hereby purchases from the Seller, the Company Shares free and clear of all Liens. The purchase and sale of the Company Shares and the consummation of the other transactions contemplated by this Agreement (the “ Closing ”) shall occur at 12:00 noon., on September 7, 2005, or at such other time or on such other date as the Seller and the Purchaser shall agree, (the “ Closing Date ”). At the Closing, the Seller shall deliver to the Purchaser one or more stock certificates representing the Company Shares together with validly completed stock powers and other instruments of transfer and the Purchaser shall pay the Seller the Purchase Price. It is the parties’ intent that the transactions contemplated hereby shall be deemed effective for all purposes as of September 1, 2005.

1.2    Purchase Price . Purchaser shall pay to Seller as the aggregate consideration for the Company Shares of the following consideration (the “Purchase Price”) cash in the form of a transfer of immediately available funds in an amount equal to US $2,200,000 due and payable at the Closing. Furthermore, Purchaser shall pay to Seller, not later than September 7, 2006: (i) US$100,000, and (ii) such number of shares of common stock of Purchaser as shall be equivalent to US $200,000 calculated by dividing 200,000 by the average closing price for shares of Purchaser on the OTC BB during the five (5) business days prior to September 7, 2005 (“Purchaser’s Shares”).

Each Seller, jointly and severally, represents and warrants to the Purchaser as follows:

2.1    Organization .

The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Utah with full corporate power and authority to carry on its business, and to own, operate and lease its properties and assets. The Company is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business, the ownership, or lease of its properties and assets require it to be so qualified or licensed except where the failure to be so qualified, licensed would not have a Seller Material Adverse Effect. True, complete and correct copies of the Company’s certificate of incorporation and bylaws, and all foreign qualifications and licenses, as in effect on the date of this Agreement have been made available to the Purchaser (the “Organizational Documents”). Seller will not take any action after the date of this Agreement to amend or otherwise modify the Organizational Documents prior to Closing.

2.2    Capitalization; Title .

The authorized shares of capital stock of the Company consist of One Million Five Hundred Thousand (1,500,000) shares of common stock $1.00 par value (the “Company Common Stock”) of which One Million Four Hundred Eighty-nine Thousand (1,489,000) are issued and outstanding and owned by the Seller and constitute the Company Shares. All the shares of Company Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, rights, securities, (including, without limitation, convertible securities), Contracts, commitments, trusts (voting or otherwise), understandings or arrangements of any kind by which the Company is bound to issue any additional shares of capital stock or rights pursuant to which any Person has a right to purchase shares of the Company’s capital stock (collectively, a “ Company Option ”). Seller owns all of the Company Shares. Neither the Seller nor any of its Affiliates is a party to any Contract, commitment, understanding or arrangement by which any of them is bound or obligated to transfer or assign to any Person any interest, economic or otherwise, in any of the Company Common Stock to any Person. There are no outstanding proxies, agreements, or understandings with respect to the voting of the shares of the Company Common Stock. Upon payment of the Purchase Price to the Seller at the Closing, the Seller will convey good and marketable title to the Company Shares to the Purchaser, free and clear of all Liens. The assignments, endorsements, powers and other instruments of transfer delivered by the Seller to the Company at the Closing will be sufficient to transfer the Seller’s entire interest, legal and beneficial, in the Company Shares. The Company has no Subsidiaries.

2.3    Authorization .

Each of the Seller and the Company has all requisite corporate power and authority to execute, perform and deliver this Agreement and the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Seller and the Company of this Agreement has been duly authorized by all requisite corporate action and the execution, delivery and performance by each of the Seller and the Company, as applicable, of the Collateral Agreements to which it will be a party will be duly authorized by all requisite corporate action. No other proceedings by either the Seller or the Company are necessary to authorize this Agreement and the transactions contemplated hereby and, after the due authorization of the Collateral Agreements, no other proceedings will be necessary to authorize the Collateral Agreements to which either the Seller, or the Company will be a party and the transactions contemplated thereby. This Agreement is and the Collateral Agreements to which the Seller, or the Company will be a party when duly executed and delivered will be valid and legally binding obligations of the Seller and the Company, as applicable, enforceable against the Seller or the Company, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

2.4    No Violation .

(a)    Except for Required Consents, the execution, delivery and performance by each of the Seller and the Company, as applicable, of this Agreement and the Collateral Agreements to which the Seller, or the Company will be a party and the fulfillment of and compliance with the terms hereof by each of the Seller and the Company, as applicable, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) cause Purchaser or the Company to become liable for any Taxes, (ii) constitute a default or event of default under (with due notice, lapse of time or both), (iii) result in the creation of any Lien upon the Company’s properties or assets or any of the Company Shares pursuant to, (iv) give any third party the right to accelerate any obligation under, or (v) result in a violation of: (A) the organizational documents of the Seller or the Company, (B) any applicable Law, or otherwise give Governmental Entity the right or power to revoke, suspend, withdraw, cancel, terminate or modify any governmental authorization, license or permit held by the Company or relating to the Company’s business or assets, (C) any Order or Permit to which the Seller or the Company, or their respective assets, is subject or (D) any Contract to which the Seller, the Company or their respective properties are subject, so as to reasonably be expected to have a Seller Material Adverse Effect or prevent or delay the consummation of the transactions contemplated by this Agreement or the Collateral Agreements. Each of the Seller and the Company, as applicable, has complied with all applicable regulations and Orders in connection with the execution, delivery and performance of this Agreement and will so comply in connection with the Collateral Agreements and the transactions contemplated hereby and thereby.

(b)    No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to any Person is required to be obtained, made or taken by the Seller, or the Company in connection with the execution and delivery of this Agreement or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby by the Seller, or the Company, except for (i) consents or approvals of third parties, (ii) the Required Consents (as set forth in Schedule 2.4(b)) and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, would not have a Seller Material Adverse Effect.

2.5    Financial Statements .

(a)    True and complete copies of the unaudited consolidated balance sheets of the Company as of December 31, 2003 and December 31, 2004 and the related unaudited consolidated statements of income and cash flows for the fiscal years then ended (the “ Year-End Financial Statements ”) have been delivered to the Purchaser. The Year-End Financial Statements have been prepared in accordance with GAAP and fairly present the consolidated assets, liabilities and financial position of the Company at the indicated dates and the result of operations and cash flows for the periods then ended.

(b)    True and complete copies of the unaudited consolidated balance sheet of the Company as of May 31, 2005 and the related unaudited consolidated statements of income as of and for the period then ended (the “ Current Financial Statements ” and together with the Year-End Financial Statements are referred to as the “ Financial Statements ”), have been prepared in accordance with GAAP and present fairly the consolidated assets, liabilities and financial position of the Company at such date and the results of operations for the fiscal quarter then ended subject to normal recurring year-end adjustments but do not contain footnote disclosure that if presented, would not differ materially from those contained in the Year-End Financial Statements.

(c)    As of the Closing, the Company has no liabilities, whether accrued or contingent, known or unknown, or otherwise other than those shown on the Closing Statement.

2.6    Absence of Certain Changes .

Except as set forth on Schedule 2.6 , since December 31, 2004, the Company has conducted and operated the Business in the ordinary course. Since such date, there has not been any Seller Material Adverse Effect relating to the assets, operations, liabilities, business, financial condition, or prospects of the Company, and nothing exists or is contemplated or threatened which the Seller reasonably believes is likely to cause such a Seller Material Adverse Effect in the future.

2.7    Contracts .

(a)    Schedule 2.7(a) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered by the Seller to Purchaser prior to the execution of this Agreement), to which the Company is a party or by which any of the Assets or Properties of the Company is bound, and which individually involve the payment, or potential payment, pursuant to the terms of such Contract, by or to the Company, in one transaction or a series of transactions, of more than $5,000 (a “ Material Contract ”).

(b)    Except as disclosed in Schedule 2.7(b) and except for delivery obligations not more than thirty (30) days past due, the Company has performed in all material respects all obligations required to be performed by it and is not in default in any material respect under or in breach of nor in receipt of any written notice of any claim of default or breach under any Material Contract to which it is subject and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance by it under any Material Contract to which it is subject except for breaches, failures of performance or defaults that, individually or in the aggregate, would not have a Seller Material Adverse Effect. Seller has no knowledge of any existing material breach or anticipated material breach by the other parties to any such Material Contract to which the Company is a party.

2.8    Litigation .

(a)    Except as set forth in Schedule 2.8(a) hereto, there is no Claim pending or, to the best knowledge of the Seller, threatened against the Company or the Company which, if adversely determined, may have a Seller Material Adverse Effect or which challenges or seeks to prevent, enjoin, alter or materially delay the consummation of any of the transactions contemplated by this Agreement or the Collateral Agreements.

(b)    Except as set forth on Schedule 2.8(b) no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to the Company or its properties, is pending or, to the knowledge of the Seller, threatened, other than, in each case, those the outcome of which individually or in the aggregate may have a Seller Material Adverse Effect or which as of the date hereof challenges or seeks to prevent, enjoin, alter or materially delay the consummation of any of the transactions contemplated by this Agreement.

(c)    To the knowledge of the Seller, there exists no fact or circumstance that may give rise to or serve as the basis for any Claim or other legal proceeding.

(d)    Except as disclosed on Schedule 2.8(d) , neither the Seller nor the Company, nor any of their respective shareholders, directors, officers and employees, is subject to any Order relating in whole or in part to the Company’s business, assets and properties.

2.9    Tax Matters .

(a)    Except as set forth on Schedule 2.9(a) , the Company has timely filed, or had filed on its behalf, all material Tax Returns as to the Company (collectively, the “ Company Tax Returns ”) required to be filed with regard to all taxes, including without limitation, net or gross income, property, personal property (tangible and intangible), franchise, withholding, payroll, employment, unemployment, social security and Medicare (including interest, additions to tax and penalties) (collectively “ Taxes ”). All Company Tax Returns are complete and accurate in all material respects. All Taxes applicable for all periods prior to and including the Closing Date have been fully paid or fully reserved against in accordance with GAAP; all Taxes (applicable to the Company) which are required to be with-held or collected by the Company and the Seller have been duly withheld or collected and, to the extent required, have been timely paid to the proper Federal, state, foreign or local authorities (“ Taxing Authorities ”) or properly segregated or deposited as required by applicable Laws. There are no Liens for Taxes upon any property or assets of the Company, except for Liens for Taxes not yet due and payable. The charges, accruals and reserves for Taxes on the books of the Company are adequate and are at least equal to the Company’s liability for Taxes.

(b)    With respect to the Company Tax Returns, the Seller and the Company are is not aware of any (i) judicial or administrative proceedings, examinations, audits, or written requests for information currently pending by or with any Taxing Authority and (ii) issues or unpaid deficiencies relating to such proceedings. The items relating to the business, properties or operations of the Company on the Tax Returns filed by the Company or the Seller as the parent of an affiliated group of which the Company and the Seller are members for all taxable years since the Seller has owned the Company (including the supporting schedules filed therewith), state accurately the information requested with respect to the Company and such information was derived from the Company’s books and records. All Tax Returns files by the Company and the Seller are true, correct and complete.

(c)    No power of attorney has been granted by the Company or any related party with respect to any matter relating to Taxes of the Company which is currently in force except as set forth on Schedule 2.9(c) .

(d)    Neither the Company nor any related party has executed any waiver of the statute of limitations on the right of the IRS or any other Taxing Authority to assess or collect additional Taxes from the Company or to contest the income or loss or any other item with respect to any Company Tax Return.

(e)    Neither the Company nor any related party has taken any action in anticipation of the Closing not expressly required by this Agreement, and not in accordance with past practice that would have the effect of deferring any material liability for Taxes of the Company to any period (or portion thereof) ending after the Closing Date without disclosing the nature and amount of such deferral to the Purchaser.

2.10    Compliance with Law and Applicable Government Regulations .

Except as set forth on Schedule 2.10 : (i) the Company is, and at all times since June 30, 2000 has been, in full compliance with all applicable Laws and hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities (the “Permits” ) that are required to own, lease or operate their assets and to carry on their businesses,; and (ii) the Company is, and at all times since June 30, 2000 has been, in full compliance in all respects with the terms of the Permits and all applicable Laws. The Company has not received, at any time since June 30, 2000, any notice or other communication, whether oral or written, from any Governmental Entity or any other Person regarding: (A) any actual, alleged, possible or potential violation of any Laws, or (2) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of any remedial action of any nature.

(b)    Schedule 2.10(b) contains a complete and accurate list of each Permit that is held by the Company or otherwise relates to the business of, or to any of the assets owned or used by, the Company. The Company or the Seller has provided the Purchaser with true, correct and complete copies of all Permits. No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Permit listed or required to be listed in Schedule 2.10(b) , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Permit listed or required to be listed in Schedule 2.10(b) , including entering into and consummating the transactions contemplated by this Agreement.

2.11    Environmental Matters .

(a)    The Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law. Neither the Seller nor the Company has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held to be responsible received, any actual or threatened order, notice, or other communication from (i) any Governmental Entity or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any of the Company’s locations, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Liabilities with respect to any of the locations or any other properties or assets (whether real, personal, or mixed) in which Seller or the Company has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by Seller, the Company or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.

(b)    There are no Claims pending, or, to the best knowledge of the Seller, threatened against the Company, which assert any claim or seek any remedial action in connection with any Environmental Laws or other restrictions of any nature, resulting from or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Company’s locations or any other properties and assets (whether real, personal, or mixed) in which Seller or the Company has or had an interest.

(c)    Except for those matters that, individually or in the aggregate, would not have a Seller Material Adverse Effect, none of the Company’s properties are subject to any on-going investigation by, order from or agreement with any Person relating to (i) any Environmental Law or (ii) any remedial action arising from the release or threatened release of a Hazardous Substance into the environment;

(d)    The Company is not subject to any Order alleging or addressing a violation of, or liability under, any Environmental Law;

(e)    The Company has not received any written notice to the effect that it is or may be liable to any Person as a result of the release or threatened release of a Hazardous Substance.

2.12    Title and Related Matters . Schedule 2.12 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Financial Statements, and all of the properties and assets purchased or otherwise acquired by the Company since May 31, 2005 (except for personal property acquired and sold since May 31, 2005 in the ordinary course of business and consistent with past practice). All properties and assets reflected in the Financial Statements are free and clear of all Liens and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature. As of the Closing, the Company’s bank accounts shall have balances set forth on a closing statement to be executed by the Purchaser and the Seller. Furthermore, the Company has inventory of certificates and stickers having a value of not less than $2,500 on hand at its stores as of the Closing Date.

2.13    Condition and Sufficiency of Assets . The buildings, furniture, computers, structures, fixtures and equipment of the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, furniture, computers, structures, fixtures and equipment of the Company are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing.

2.14    Accounts Receivable . All accounts receivable of the Company that are reflected on the Financial Statements or on the accounting records of the Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Financial Statements or on the accounting records of the Company as of the Closing Date which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Current Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Schedule 2.14 contains a complete and accurate list of all Accounts Receivable as of the date of the Current Financial Statements, which list sets forth the aging of such Accounts Receivable.

2.15    Real Estate .

(a)    Schedule 2.15(a) contains a complete and accurate list, as of the date hereof, of the Leased Premises which list identifies the parcels of real property leased by the Company and the 2004 revenue generated by each such parcel as a percentage of the 2004 revenue of the Company. The Purchaser has been provided with a complete and correct copy of each Lease. Each Lease is in full force and effect and, to the Seller’s best knowledge, the Company has not violated, and the landlord has not waived, any of the material terms or conditions of any Lease and, to the Seller’s best knowledge, all the material covenants to be performed by the Company and the landlord under each Lease have been performed in all material respects. Each of the Leased Premises is in good operating condition for its current use and operation in the Business.

(b)    The Company does not own any real property.

2.16    Brokers and Finders .

Neither the Seller nor the Company has employed any broker, agent or finder or incurred any liability for any brokerage fees, agents’ commissions or finders’ fees in connection with the transactions contemplated herein.

2.17    Intellectual Property .

(a)    Except as set forth as Schedule 2.17(a) , the Company owns all of the service marks and trademarks used in the Business (collectively the “ Intellectual Property ”). The Seller or an Affiliate has a valid right to grant the licenses to the service marks and trademarks that it is licensing to the Purchaser pursuant to the Intellectual Property Agreement (collectively, the “ Licensed Intellectual Property ”).

(b)    Except as set forth in Schedule 2.17(b) :

(i)    To the knowledge of the Seller, the Intellectual Property and the Licensed Intellectual Property constitutes all the intellectual property rights or other proprietary rights owned by or licensed to the Company or an Affiliate of the Company for use in the Business. To the knowledge of the Seller, there exist no restrictions on the disclosure, use or transfer of the Intellectual Property (other than the restrictions imposed in the Intellectual Property Agreement). The consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any Intellectual Property.

(ii)    To the knowledge of the Seller, none of the acquired Intellectual Property material to the operation of the Business has been adjudged invalid or unenforceable in whole or part.

2.18    Benefit Plans; Employees .

(a)    Except as set forth in Schedule 2.18(a) , with respect to all Business Employees, the Seller does not currently maintain, contribute to or have any liability under any Benefit Plan. With respect to each of the Benefit Plans identified on Schedule 2.18(a) , the Seller has made available to the Purchaser true and complete copies of the most recent summary plan or other written description, as well as all personnel, payroll, and employment manuals and policies. Each Benefit Plan listed on Schedule 2.18(a) has been operated in compliance with ERISA, the Internal Revenue Code and other applicable Laws. Each Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“ Pension Plan ”) and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service and the Seller is not aware of any circumstances likely to result in revocation of any such favorable determination letter. Other than obligations, arrangements, and practices that are listed on Schedule 2.18(a) , the Company has no employee benefit plans, pension plans, welfare plans, or other obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents,. Each Benefit Plan can be terminated within thirty (30) days without payment of any additional contribution or amount and without the vesting or acceleration of any benefits promised by such Benefit Plan.

(b)    The Company has never been nor is it currently a party to any collective bargaining or other labor Contract. There is not presently pending or existing, and to the Seller’s knowledge there is not threatened, (i) any strike, slowdown, picketing, or work stoppage, or (ii) any application for certification of a collective bargaining agent. Except as set forth on Schedule 2.18(b) , none of Business Employees is covered by any union, collective bargaining or other similar labor agreement.

(c)    Schedule 5.2(a) contains a complete and accurate list of the information contained thereon for the Business Employees.

(d)    No Business Employee of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his duties as an employee of the Company, or (ii) the ability of the Company to conduct its business, including any Proprietary Rights Agreement with Seller or the Company by any such employee. To the best of Seller’s knowledge, no officer or other key employee of the Company intends to terminate his employment the Company.

2.19    Absence of Certain Changes and Events .

Except as set forth in Schedule 2.19 , since the date of the Current Financial Statements, the Company has conducted its businesses only in the ordinary course of business and there has not been any:

(a)    change in the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;