STOCK PURCHASE AGREEMENT
Exhibit 10
This Stock Purchase
Agreement ("Agreement") is entered into this day
of December 2007 (“Effective Date”) by and between Nexia Holdings, Inc.
("Buyer"), a Corporation and the Issuer of the subject shares, and Xxxxxxx
Xxxxxx ("Xxxxxx"), an individual resident of the State of Utah and the
President, Director and CEO of the Buyer with a mailing address of 59 West
000
Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000.
WHEREAS,
Buyer desires
to acquire from Xxxxxx One Hundred Fourteen Thousand Two Hundred Twenty
(114,220) shares of the common stock of Nexia Holdings, Inc. and all shares
represented by certificate #2852-2, dated 2/17/04 in the original face amount
of
10,000,000 shares, certificate #2372-1, dated 1/6/03 in the original face
amount
of 75,824,996 shares and certificate #2007-3, dated 11/30/2000 in the original
face amount of 5,908,049 shares, the total number of shares are herein after
referred to as the “Nexia Shares” in exchange for a cash payment in the sum of
One dollar ($1.00)
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 Nexia Shares to Buyer and or Buyer’s transfer agent for
cancellation and Buyer will pay the sum of One dollar ($1.00) to Xxxxxx on
or
before December 31, 2007;
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 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 December 31, 2007, or such later date as shall have been
approved by parties hereto, other than for reasons set forth herein.
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
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.
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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:
A. 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. .
B. 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 and shall not consist of a conflict
of
interest with his positions and duties with the Buyer.
C. Deliverance of
Shares. As of the Closing Date, the Nexia Shares to be delivered to
Buyer will be restricted and constitute valid and legally issued shares of
Nexia, fully paid and non-assessable and equivalent in all respects to all
other
issued and outstanding shares of Nexia common stock.
D. No Conflict with
Other
Instrument. The execution of this agreement will not violate or
breach any document, instrument, agreement, contract or commitment material
to
Xxxxxx.
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.
A. 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.
B. 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.
C. Deliverance of
Shares. As of the Closing Date, the cash proceeds to Xxxxxx will be
delivered to him.
C.
D. No
Conflict with Other
Instrument. The execution of this agreement will not violate or
breach any document, instrument, agreement, and contract or commitment material
to Buyer.
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 December
31,
2007.
At closing Xxxxxx will
deliver the Nexia Shares to Buyer and Buyer will deliver
to Xxxxxx $1.00.
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:
A.
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 end as of the time
of Closing as though such representations and warranties were made at and as
of
such time.
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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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:
A.
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 end as of the time
of Closing as though such representations and warranties were made at and as
of
such time.
X.
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.
C.
All instruments and documents delivered to Buyer pursuant to the provisions
hereof shall be reasonably satisfactory to Buyer’s legal counsel.
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
upon 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.
10.
Default
at
Closing.
D.
A. By Xxxxxx:
(1) Notwithstanding the provisions
hereof, if Xxxxxx shall fail or refuse to deliver any of the Nexia Shares,
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.
E.
B. By Buyer:
(1) Notwithstanding the provisions
hereof, if Buyer shall fail or refuse to deliver any of the $1.00, 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.
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 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: Xxxxx Xxxxxxxx Xxx.,
00 Xxxx 000
Xxxxx
59 West 100
South
<?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />Salt Xxxx Xxxx,
XX00000
Xxxx Xxxx Xxxx,
XX00000
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 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 is 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.
IN WITNESS WHEREOF, the
parties have executed this Agreement the day and year first above written.
Nexia
Holdings, Inc. “Buyer”
By: /s/
Xxxxxx Xxxxxxx,
Vice-President
Xxxxxxx Xxxxxx
/s/
Xxxxxxx Surbe
Xxxxxxx
Xxxxxx
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