STOCK PURCHASE AND RELEASE AGREEMENT
Exhibit
10(I)
THIS
STOCK PURCHASE AND RELEASE AGREEMENT ("Agreement")
is
executed this 8th
day of
August 2005 by and between Diversified Holdings I, Inc., a Nevada corporation
("DHI"),
and
Diversified Holdings XIX, Inc., a Nevada corporation ("DHX"),
West
Jordan Real Estate Holdings, Inc., a Utah corporation (“WJRH”), and Diversified
Financial Resources Corporation, a Delaware corporation (“DFRC”), BTA Mineral
Servitude Corporation S.A. de C.V. a foreign corporation (“BTA”) and Salt Lake
Development Corporation, a Nevada corporation and successor in interest to
a
Utah corporation of the same name (“SLDC”).
Recitals
DHI
desires to purchase and acquire Salt Lake Development Corporation, the current
owner and holder of a parcel of real estate and improvements thereon identified
as follows:
Two
story office building located at 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000,
building contains 15,000 square feet.
DHI
shall
transfer to DFRC a cash payment in the sum of Twenty Thousand dollars ($20,000),
WJRH shall release and indicate as paid in full all obligations arising under
that Promissory Note, (“Note”) in the face amount of Two Hundred Thirty Thousand
dollars ($230,000), including all interest, security, and any other obligation
or right held by the holder of the said Note, and DHI and WJRH shall settle
and
resolve accounts payable of DFRC to Xxxxxx Consulting Group, Inc. in the
approximate sum of Ten Thousand Five Hundred Twenty Seven and 96/100 dollars
($10,527.96), DFRC, or its related entities shall transfer to DHI One Million
(1,000,000) shares of the common stock of Salt Lake Development Corporation,
a
Nevada corporation and any and all issued and outstanding shares of a Utah
corporation of the same (the "Shares")
and
hereby warrants that such shares represent 95% or more of all issued and
outstanding shares of both the Nevada and the Utah corporations known as Salt
Lake Development Corporation and that the said corporation holds good and legal
title to the above referenced parcel(s) or real estate subject only to the
one
disclosed mortgage on the property.
1
Agreement
In
consideration of the mutual promises, covenants, and agreements contained in
this Agreement, and for other good and valuable consideration, the receipt
and
sufficiency of which is acknowledged by all the parties, the parties hereby
agree as follows:
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1.
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Purchase
and Sale of Shares.
DFRC agrees to transfer the Shares to DHI, and DHI agrees to acquire
the
Shares from DFRC. Immediately after DFRC receives a duly executed
copy of
this Agreement, it will deliver the Shares to DHI and DHI shall deliver
the promised cash payment and WJRH hereby grants a full and complete
release of the Note of which DFRC and BTA are
makers.
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2.
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Purchase
Price.
As
consideration for the Shares, DHI shall transfer to DFRC as full
and fair
consideration for the purchase of the said Shares total consideration
that
shall total the amount of Twenty Thousand dollars ($20,000), DHI
and WJRH
shall also obtain the release of $10,527.96 of debt or obligations
of DFRC
owed to Xxxxxx Consulting Group, Inc. and shall indemnify and hold
DFRC
harmless from any such claims or
obligations.
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3.
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Representation
and Warranties of DHI.
DHI represents and warrants that:
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a.
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DHI
is an entity incorporated under the laws of the State of
Nevada.
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b.
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DHI
has such knowledge and expertise in financial and business matters
that it
is capable of evaluating the merits and substantial risks of the
purchase
of the Shares and is able to bear the economic risks relevant to
the
purchase of the Shares hereunder.
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c.
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DHI
is relying solely upon independent consultation with its professional,
legal, tax, accounting and such other advisors as DHI deems to be
appropriate in purchasing the Shares; DHI has been advised to, and
has
consulted with, its professional tax and legal advisors with respect
to
any tax consequences of purchasing the
Shares.
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d.
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DHI
understands that DFRC and the other parties hereto are relying upon
DHI's
representations and warranties as contained in this Agreement in
consummating the sale and transfer of the
Shares.
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e.
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DHI
understands and hereby release any claim or right to a promissory
note
made payable to SLDC, or its assigns, arising from the sale or transfer
of
four condominium units located in the City of Xxxxx, State of Utah,
all
proceeds and rights from the said note are and shall remain the property
of DFRC or its assigns.
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f.
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DHI
acknowledges and understands that DFRC has disclosed the status of
the
mortgage payments on a loan secured by the real property and DHI
acknowledges receipt of information showing that two months of payments
are past due as of the date of this agreement and shall assume all
liability for bringing the debt obligation of SLDC with regard to
the
property into a current status.
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2
4. Representations
and Warranties of XXXX.
XXXX
represents and warrants that:
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a.
|
DFRC
is a corporation duly organized and validly existing under the laws
of the
State of Delaware.
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b.
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DFRC
has valid title to the Shares which it is transferring to DHI pursuant
to
this Agreement. There are no claims, liens, security interests, or
other
encumbrances upon the Shares.
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| · |
DFRC
is relying solely upon its independent consultation with its professional,
legal, tax, accounting and such other advisors as DFRC deems to be
appropriate in transferring the Shares and in acquiring the corporate
interests identified herein. DFRC has been advised to, and has consulted
with, its professional tax and legal advisors with respect to any
tax
consequences of transferring the
Shares.
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d.
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All
corporate action on the part of DFRC required for the lawful execution
and
delivery of this Agreement and the issuance, execution and delivery
of the
Shares has been duly and effectively taken. Upon execution and delivery,
this Agreement will constitute a valid and binding obligation of
DFRC,
enforceable in accordance with its terms, except as the enforceability
may
be limited by applicable bankruptcy, insolvency or similar laws and
judicial decisions affecting creditor’s
rights generally.
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e.
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DFRC
further represents that all property taxes have been paid through
the
current taxing period on the above described real property,. DFRC
also
represents that as of the date of execution hereof all utilities
and
operational obligations of the real estate are current and paid in
full.
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f.
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DFRC
has disclosed the status of the mortgage payments on a loan secured
by the
real property and DHI acknowledges receipt of information showing
that two
months of payments are past due as of the date of this agreement
and shall
assume all liability for bringing the debt obligation of SLDC with
regard
to the property into a current
status.
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5.
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Survival
of Representations, Warranties and Covenants.
The representations, warranties and covenants made by DFRC and DHI
in this
Agreement shall survive the purchase and sale of the
Shares.
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6.
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Miscellaneous.
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a.
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In
the event any one or more of the provisions contained in this Agreement
are for any reason held to be invalid, illegal or unenforceable in
any
respect, such invalidity, illegality or unenforceability shall not
affect
any other provisions of this Agreement. This Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never
been
contained herein.
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b.
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This
Agreement shall be binding upon and inure to the benefit of the parties
and their respective heirs, legal representatives, successors, and
permitted assigns. The parties hereto may not transfer or assign
any part
of their rights or obligations except to the extent expressly permitted
by
this Agreement.
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c.
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This
Agreement constitutes the entire agreement and understanding between
the
parties with respect to the sale of the Shares and may not be modified
or
amended except in writing signed by both
parties.
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d.
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No
term or condition of this Agreement shall be deemed to have been
waived
nor shall there be any estoppel to enforce any provision of this
Agreement
except by written instrument of the party charged with such waiver
or
estoppel.
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| e. |
The
validity, interpretation, and performance of this Agreement shall
be
governed by the laws of the State of Utah, without regard to its
law on
the conflict of laws. Any dispute arising out of this Agreement may
be
brought in a court of competent jurisdiction in Salt Lake County,
State of
Utah. The parties exclude any and all statutes, laws and treaties
which
would allow or require any dispute to be decided in another forum
or by
other rules of decision than provided in this Agreement.
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3
IN
WITNESS WHEREOF,
the
parties have executed this Stock Purchase and Release Agreement as of the day
and year first appearing herein.
| Diversified Holdings I, Inc. | Diversified Financial Resources Corporation | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxxxxx Xxxxxxxx | ||
|
Xxxxxxx Xxxxxx President
|
Xxxxxx Xxxxxxxx President
|
| West Jordan Real Estate Holdings, Inc. | Salt Lake Development Corporation | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxxxxx Xxxxxxxx | ||
|
Xxxxxxx Xxxxxx President
|
Xxxxxx Xxxxxxxx President
|
| BTA Mineral Servitude Corporation S.A. de C.V. | Diversified Holdings XIX, Inc. | ||
| /s/ Xxxx Xxxxxxx | /s/ Xxxxxx Xxxxxxxx | ||
|
Xxxx Xxxxxxx |
Xxxxxx Xxxxxxxx |
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