STOCK PURCHASE AGREEMENT
Exhibit
2(i)
This
Stock Purchase Agreement ("Agreement") is entered into this 13th
day of
July 2006 ("Effective
Date")
by and
between Diversified Holdings I, Inc. ("Buyer"), a Nevada corporation with a
mailing address of 59 West 000 Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000,
and Xxxxxxx X. Xxxxxx ("Xxxxxx"), an individual with a business address of
59
West 000 Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000.
WHEREAS,
Buyer
desires to acquire from Surber his sixty percent (60%) ownership interest in
Xxxxxx, LLC, a Utah limited liability company that owns and operates the Xxxxxx
Lifestyle Salon, located at 0000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx (the
“Xxxxxx Interest”) in exchange for a promissory note in the sum of Two Hundred
Fifty Thousand dollars ($250,000), bearing interest at the rate of twenty four
percent (24%) per annum, Seventy Five Thousand (75,000) shares of the Class
A
Preferred Stock of Nexia Holdings, Inc. and Two Million (2,000,000) shares
of
the Class B Preferred Stock of Nexia Holdings, Inc.
NOW,
THEREFORE
with the
above being incorporated into and made a part hereof for the mutual
consideration set out herein and, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Exchange.
Xxxxxx
will transfer the Xxxxxx Interest to Buyer and Buyer will deliver to Xxxxxx
the
above set forth promissory note in the face amount of Two Hundred Fifty Thousand
($250,000) made payable to Xxxxxx personally, Seventy Five Thousand (75,000)
shares of Class A Preferred Stock of Nexia Holdings, Inc. and Two Million
(2,000,000) shares of Class B Preferred Stock of Nexia Holdings, Inc. on or
before July 30, 2006.
2. Termination.
This
Agreement may be terminated at any time prior to the Closing Date:
A. By
Buyer or Xxxxxx:
(1) If
there
shall be any actual or threatened action or proceeding by or before any court
or
any other governmental body which shall seek to restrain, prohibit, or
invalidate the transactions contemplated by this Agreement and which, in the
judgment of Nexia=s
Board
of Directors or Buyer or Xxxxxx and made in good faith and based upon the advice
of legal counsel, makes it inadvisable to proceed with the transactions
contemplated by this Agreement; or
(2) If
the
Closing shall have not occurred prior to July 30, 2006, or such later date
as
shall have been approved by parties hereto, other than for reasons set forth
herein.
(3)
IN
the event that the Xxxxxx, LLC Operating Agreement procedures for the transfer
of ownership interests in Xxxxxx LLC are not successfully complied with or
in
the event that the other members of the LLC fail to provide their consent to
the
transfer.
B. By
Buyer:
(1) If
Xxxxxx
shall fail to comply in any material respect with any of his covenants or
agreements contained in this Agreement or if any of the representation or
warranties of Xxxxxx contained herein shall be inaccurate in any material
respect; or
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C. By
Xxxxxx:
(1) If
Buyer
shall fail to comply in any material respect with any of its covenants or
agreements contained in this Agreement or if any of the representation or
warranties of Buyer contained herein shall be inaccurate in any material
respect;
In
the
event this Agreement is terminated pursuant to this Paragraph, this Agreement
shall be of no further force or effect, no obligation, right, or liability
shall
arise hereunder, and each party shall bear its own costs as well as the legal,
accounting, printing, and other costs incurred in connection with negotiation,
preparation and execution of the Agreement and the transactions herein
contemplated.
3. Representations
and Warranties of Xxxxxx.
Xxxxxx
hereby represents and warrants that effective this date and the Closing Date,
the representations and warranties listed below are true and
correct:
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A.
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Legal
Authority.
Xxxxxx has the full legal power and authority to enter into this
Agreement
and to carry out the transactions contemplated by this Agreement
and will
obtain any necessary consents required to complete the
transaction.
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B.
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No
Conflict With Other Instruments.
The execution of this Agreement will not violate or breach any document,
instrument, agreement, contract, or commitment material to the business
of
Xxxxxx to which Xxxxxx is a party and has been duly authorized by
all
appropriated and necessary action.
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C.
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Deliverance
of Shares.
As of the Closing Date, the Xxxxxx Interest to be delivered to Buyer
will
constitute valid and legally issued ownership rights in Xxxxxx LLC,
fully
paid and non-assessable and equivalent in all respects to all other
issued
and outstanding membership rights in Xxxxxx
LLC.
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4. Representations
and Warranties of Buyer.
Buyer
hereby represents and warrants that, effective this date and the Closing Date,
the representations and warranties listed below are true and
correct.
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A.
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Legal
Authority.
Buyer has the full legal power and authority to enter into this Agreement
and to carry out the transactions contemplated by this
Agreement.
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B.
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No
Conflict With Other Instruments.
The execution of this Agreement will not violate or breach any document,
instrument, agreement, contract, or commitment material to the business
of
Buyer to which Buyer is a party and has been duly authorized by all
appropriated and necessary action.
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C.
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Deliverance
of Shares.
As of the Closing Date, the provided for compensation to Xxxxxx will
be
delivered to him.
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5. Closing.
The
Closing as herein referred to shall occur upon such date as the parties hereto
may mutually agree upon, but is expected to be on or before June 30,
2006.
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6. Conditions
Precedent of Xxxxxx to Effect Closing.
All
obligations of Xxxxxx under this Agreement are subject to fulfillment prior
to
or as of the Closing Date, of each of the following conditions:
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A.
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The
representations and warranties by or on behalf of Buyer contained
in this
Agreement or in any certificate or documents delivered to Xxxxxx
pursuant
to the provisions hereof shall be true in all material respects at
and as
of the time of Closing as though such representations and warranties
were
made at and as of such time.
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| B. |
Buyer
shall have performed and complied with all covenants, agreements and
conditions required by this Agreement to be performed or complied with
by
Buyer prior to or at the Closing.
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| C. |
All
instruments and documents delivered to Xxxxxx pursuant to the provisions
hereof shall be reasonably satisfactory to Xxxxxx'x
legal counsel.
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7. Conditions
Precedent of Buyer to Effect Closing.
All
obligations of Buyer under this Agreement are subject to fulfillment prior
to or
as of the date of Closing, of each of the following conditions:
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A.
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The
representations and warranties by or on behalf of Xxxxxx contained
in this
Agreement or in any certificate or documents delivered to Buyer pursuant
to the provisions hereof shall be true in all material respects at
and as
of the time of Closing as though such representations and warranties
were
made at and as of such time.
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X.
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Xxxxxx
shall have performed and complied with all covenants, agreements
and
conditions required by this Agreement to be performed or complied
with by
him prior to or at the Closing.
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C.
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All
instruments and documents delivered to Buyer pursuant to the provisions
hereof shall be reasonably satisfactory to Buyer's
legal counsel.
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8. Damages
and Limit of Liability.
Each
party shall be liable, for any material breach of the representations,
warranties, and covenants contained herein which results in a failure to perform
any obligation under this Agreement, only to the extent of the expenses incurred
in connection with such breach or failure to perform Agreement.
9. Nature
and Survival of Representations and Warranties.
All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing hereunder. All of the parties hereto are executing
and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not
upon
any investigation which it might have made or any representations, warranty,
agreement, promise, or information, written or oral, made by the other party
or
any other person other than as specifically set forth herein.
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10. Indemnification
Procedures.
If any
claim is made by a party which would give rise to a right of indemnification
under this paragraph, the party seeking indemnification (Indemnified Party)
will
promptly cause notice thereof to be delivered to the party from whom is sought
(Indemnifying Party). The Indemnified Party will permit the Indemnifying Party
to assume the defense of any such claim or any litigation resulting from the
claims. Counsel for the Indemnifying Party which will conduct the defense must
be approved by the Indemnified Party (whose approval will not be unreasonably
withheld), and the Indemnified Party may participate in such defense at the
expense of the Indemnified Party. The indemnifying Party will not in the defense
of any such claim or litigation, consent to entry of any judgment or enter
into
any settlement without the written consent of the Indemnified Party (which
consent will not be unreasonably withheld). The Indemnified Party will not,
in
connection with any such claim or litigation, consent to entry of any judgment
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to
any
such claim or litigation. If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgment.
11. Default
at Closing.
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A.
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By
Xxxxxx:
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(1)
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Notwithstanding
the provisions hereof, if Xxxxxx shall fail or refuse to deliver
any of
the Xxxxxx Interest, or shall fail or refuse to consummate the transaction
described in this Agreement prior to the Closing Date, such failure
or
refusal shall constitute a default by Xxxxxx and Buyer at its option
and
without prejudice to its rights against such defaulting party, may
either
(a) invoke any equitable remedies to enforce performance hereunder
including, without limitation, an action or suit for specific performance,
or (b) terminate all of its obligations hereunder with respect to
Xxxxxx.
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B.
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By
Buyer:
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(1)
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Notwithstanding
the provisions hereof, if Buyer shall fail or refuse to deliver any
of the
promised consideration, or shall fail or refuse to consummate the
transaction described in this Agreement prior to the Closing Date,
such
failure or refusal shall constitute a default by Buyer and Xxxxxx
at his
option and without prejudice to his rights against such defaulting
party,
may either (a) invoke any equitable remedies to enforce performance
hereunder including, without limitation, an action or suit for specific
performance, or (b) terminate all of its obligations hereunder with
respect to Buyer.
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12. Costs
and Expenses.
Buyer
and Xxxxxx shall bear their own costs and expenses in the proposed exchange
and
transfer described in this Agreement. Buyer and Xxxxxx have been represented
by
their own attorney in this transaction, and shall each pay the fees of its
attorney, except as may be expressly set forth herein to the
contrary.
13. Notices.
Any
notice under this Agreement shall be deemed to have been sufficiently given
if
sent by registered or certified mail, postage prepaid, addressed as
follows:
To
Xxxxxx: Xxxxxxx
Xxxxxx To
Buyer:
Diversified
Holdings I, Inc.
00
Xxxx 000
Xxxxx
59
West
000 Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxx
Xxxx
Xxxx, XX
00000
Xxxx
Xxxx
Xxxx, XX 00000
Telephone:
(000)
000-0000
Telephone:
( 000) 000-0000
Telefax:
(000)
000-0000
Telefax:
(000) 000-0000
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14. Miscellaneous.
A. Further
Assurances.
At any
time and from time to time, after the effective date, each party will execute
such additional instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to any property transferred
hereunder or otherwise to carry out the intent and purposes of this
Agreement.
B. Waiver.
Any
failure on the part of any party hereto to comply with any of its obligations,
agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed.
C. Headings.
The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
D. Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
E. Governing
Law.
This
Agreement was negotiated and is being contracted for in the State of Utah,
and
shall be governed by the laws of the State of Utah, notwithstanding any
conflict-of-law provision to the contrary.
F. Binding
Effect.
This
Agreement shall be binding upon the parties hereto and inure to the benefit
of
the parties their respective heirs, administrators, executors, successors,
and
assigns.
G. Entire
Agreement.
The
Agreement contains the entire agreement between the parties hereto and
supersedes any and all prior agreements, arrangements or understandings between
the parties relating to the subject matter hereof. No oral understandings,
statements, promises or inducements contrary to the terms of this Agreement
exist. No representations, warranties covenants, or conditions express or
implied, other than as set forth here, have been made by any party.
H. Severability.
If any
part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
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IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year
first
above written.
Diversified
Holdings I, Inc.
By:
/s/ Xxxxxx Xxxxxxx
Office:
Vice President
Printed
Name: Xxxxxx Xxxxxxx
Xxxxxxx
Xxxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
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