STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Purchase Agreement (the "Agreement") is made as of the 2nd
day of
June, 2006 by and among DIVERSIFIED FINANCIAL RESOURCES CORPORATION, a Delaware
corporation ("DFRC")
and
XXXXXX XXXXXXXX (“Buyer”).
RECITALS
A. DFRC
owns
100% of the common shares of Diversified Holdings XIX, Inc. (the "Shares"),
the
Shares are hereby represented to be One Hundred percent (100%) of DFRC’s
ownership of Diversified Holdings XIX, Inc.’s common stock.
B. For
the
consideration and upon the terms and conditions set forth herein, DFRC desires
to sell and transfer and Buyers desire to purchase and acquire the
Shares.
NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree as
follows:
AGREEMENT
1.
Purchase
and Sale of Shares.
Subject
to the terms and conditions hereof, DFRC will transfer to Buyer, and Buyer
will
acquire from DFRC, the Shares in exchange for the payment of good and valuable
consideration of not less than Ten dollars ($10.00) (the "Purchase
Price").
2. Delivery
of the Purchase Price.
The
Purchase Price shall be paid as follows:
2.1
At the
Closing, Buyers shall deliver to DFRC good and valuable consideration of not
less than Ten dollars ($10.00).
3.
Delivery.
At the
Closing, DFRC shall deliver to Buyers all Stock Certificates representing the
Shares properly endorsed for transfer, representing 100% of the shares
of
the common stock of Diversified Holdings XIX, Inc. held by DFRC or its
subsidiaries.
4.
Representations and Warranties of XXXX.
XXXX
hereby represents and warrants to Buyer as follows:
4.1 Corporate
Organization and Authority. DFRC is a corporation owning 100% of the Shares
made
the subject herein. DFRC is a corporation duly organized, validly existing,
authorized to exercise all of its corporate powers, rights and privileges,
and
in good standing in the State of Delaware.
4.2 Title
to
Shares. DFRC owns beneficially and of record, free and clear of any lien,
option
or other encumbrance, and has full power and authority to convey, free and
clear
of any lien or encumbrance, the Shares and upon delivery of the Purchase
Price
for such Shares as provided in this Agreement, DFRC will convey to Buyers
or at
their direction to others, good and valid title thereto, free and clear of
any
lien or other encumbrance.
4.3 Authority
to Execute and Perform Agreement. DFRC has the full legal right and power
and
all authority and approvals required to enter into, execute and deliver this
Agreement and to perform fully DFRC's
obligations hereunder. This Agreement has been duly executed and delivered
by
DFRC and is a valid and binding obligation of DFRC enforceable in accordance
with its terms, except as may be limited to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating
to
or involving creditors'
rights.
The execution and delivery by DFRC of this Agreement and the performance
by DFRC
of this Agreement in accordance with its terms and conditions will not (i)
require the approval or consent of any federal, state, local or other
governmental or regulatory body or the approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the terms
and
conditions of, (or with notice or lapse of time or both, conflict with or
result
in any breach or violation of any of the terms and conditions of) any judgment
or decree applicable to DFRC or to the Shares, or any instrument, contract
or
other agreement to which DFRC is a party or by or to which DFRC is or the
Shares
are bound or subject; or (iii) result in the creation of any lien or other
encumbrance on the Shares.
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5.
Representations
and Warranties of Buyers.
Buyers
represent and warrant to DFRC as follows:
5.1
Authorization. This Agreement, when executed and delivered by Buyers, will
constitute a valid and legally binding obligation of each of the named Buyers,
enforceable in accordance with its terms, except as may be limited to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or involving creditors
rights.
5.2 Disclosure.
Buyers are former officers and directors of DFRC and are fully informed of
and
aware of the structure and status of the corporation in which they are acquiring
an interest as represented by the Shares, they are fully informed and aware
of
the status of the assets, debts and condition of the named corporation and
acknowledge that they are purchasing it in its current condition and without
further warranties from DFRC.
5.3 Authority
to Execute and Perform Agreement. Buyers have the full legal right and power
and
all authority and approvals. If any, required to enter into, execute and deliver
this Agreement and to perform fully Buyers’ obligations hereunder. This
Agreement has been duly executed and delivered by each Buyer and is a valid
and
binding obligation of each of them, enforceable in accordance with its terms,
except as may be limited to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or involving
creditors
rights.
The execution and delivery by Buyers of this Agreement and the performance
by
Buyers of this Agreement in accordance with its terms and conditions will not
(i) require the approval or consent of any federal, state, local or other
governmental or regulatory body or the approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the terms
and
conditions of, (or with notice or lapse of time or both, conflict with or result
in any breach or violation of any of the terms and conditions of) any judgment
or decree applicable to them of the Shares or any instrument, contract or other
agreement to which Buyers are a party.
6.
Miscellaneous.
6.1
Governing Law. This Agreement shall be governed in all respects by the laws
of
the State of California.
6.2
Survival. The representations, warranties, covenants, and agreements made herein
shall survive any investigation made by any party hereto and the closing of
the
transactions contemplated hereby.
6.3
Successors and Assigns. Except as otherwise expressly provided herein, and
the
provision hereof shall inure to the benefit of and be binding upon the
successors, assigns, heirs, executors, administrators of the parties hereto
and
all subsequent holders of the Shares.
6.4
Entire Agreement; Amendment. This Agreement and the other documents and
agreements delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof. This Agreement may only be amended in writing signed by
the
Seller and the holders of a majority of the outstanding Shares sold
hereunder.
6.5
Notices. Except as otherwise provided all notices and other communications
require or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, addressed to their respective addresses
as
provided by Purchasers and Seller or to such other address as each may have
furnished to the others in writing.
6.6
Expenses. Whether or not the transactions contemplated hereby are consummated,
each party shall pay its own expenses in connection with the
transaction.
6.7
Waiver of Breach or Default. Neither Buyer nor DFRC shall waive any right,
power
or remedy accruing hereunder unless such waiver is in writing signed by the
party to be charged. The waiver of any breach or default hereunder shall not
constitute the waiver of any other breach or default. All remedies under this
Agreement or by law or otherwise afforded to Buyers or DFRC shall be cumulative
and not alternative.
6.8
Legal
Fees. The prevailing party in any legal action or arbitration proceeding brought
by one party against the other shall be entitled, in addition to any other
rights and remedies, to reimbursement for its expenses incurred thereby,
including court costs and reasonable attorney's fees.
6.9
Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered
in
construing this Agreement.
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IN
WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and
year
herein above first written.
|
DFRC
|
:
|
/s/
Xxxxx Xxxx, Xx.
Xxxxx
Xxxx, Xx., President
Buyer:
XXXXXX
XXXXXXXX
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
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