STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 29th day
of June 2000 by and between CyberAmerica Corporation, a Nevada corporation
("CYA"), and A-Z Professional Consultants, Inc., a Utah corporation ("A-Z").
Recitals
A-Z desires to sell and transfer, and CYA desires to purchase and
acquire, Four Hundred Forty One Thousand Seven Hundred Thirty (441,730) shares
of the Common Stock of CYA, par value $0.001 per share (the "Shares"), in a
private non-registered transaction in exchange for a forgiveness and
satisfaction of loans and obligations owed to CYA (and its subsidiaries) in the
aggregate sum of Six Hundred Sixty Two Thousand Five Hundred Ninety Five dollars
($662,595), representing a purchase price of One Dollar Fifty Cents ($1.50) per
share.
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:
1. Purchase and Sale of Shares. A-Z agrees to transfer the Shares to CYA, and
CYA agrees to acquire the Shares from A-Z. Immediately after A-Z receives a
duly executed copy of this Agreement, it will deliver the Shares to CYA.
2. Purchase Price. As consideration for the Shares, CYA hereby forgives, and
shall treat as fully satisfied, debts and obligations which A-Z (and its
affiliated entities) owe to CYA (and its affiliated entities) in the
aggregate sum of Six Hundred Sixty Two Thousand Five Hundred Ninety Five
dollars ($662,595), representing a purchase price of One Dollar Fifty Cents
($1.50) per share. This purchase price is based directly on the closing
price of CYA shares on June 26, 2000, as published on NASDAQ's Over The
Counter Bulletin Board ("OTCBB"). The debts and obligations forgiven, and
their allocation to the particular entities affiliated with either CYA or
A-Z, is summarized in Exhibit A to this Agreement, which is hereby
incorporated by this reference.
3. Representation and Warranties of CYA. CYA represents and warrants that:
a. CYA is an entity incorporated under the laws of the State of Nevada.
b. CYA 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.
c. CYA is relying solely upon independent consultation with its
professional, legal, tax, accounting and such other advisors as CYA
deems to be appropriate in purchasing the Shares; CYA has been advised
to, and has consulted with, its professional tax and legal advisors
with respect to any tax consequences of purchasing the Shares.
d. CYA understands that A-Z is relying upon CYA's representations and
warranties as contained in this Agreement in consummating the sale and
transfer of the Shares. Therefore, CYA agrees to indemnify A-Z
against, and hold it harmless from, all losses, liabilities, costs,
penalties and expenses (including attorney's fees) which arise as a
result of a sale, exchange or other transfer of the Shares other than
as permitted under this Agreement.
4. Representations and Warranties of A-Z. A-Z represents and warrants that:
a. A-Z is a corporation duly organized and validly existing under the
laws of the State of Utah.
b. A-Z has valid title to the Shares which it is transferring to CYA
pursuant to this Agreement. There are no claims, liens, security
interests, or other encumbrances upon the Shares.
c. A-Z is relying solely upon its independent consultation with its
professional, legal, tax, accounting and such other advisors as A-Z
deems to be appropriate in transferring the Shares; A-Z has been
advised to, and has consulted with, its professional tax and legal
advisors with respect to any tax consequences of transferring the
Shares.
d. All corporate action on the part of A-Z 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 A-Z, enforceable in accordance with its terms,
except as the enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting creditors'
rights generally.
5. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made by A-Z and CYA in this Agreement shall
survive the purchase and sale of the Shares.
6. Miscellaneous.
a. 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.
b. 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.
c. 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.
d. 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.
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
shall 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.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.
CyberAmerica Corporation A-Z Professional Consultants, Inc.
/s/Xxxxxxx Xxxxxx /s/ XxxxxxXxxx X. Xxxxxxxx
--------------------------------- ---------------------------------
Xxxxxxx Xxxxxx, President XxxxxxXxxx X. Xxxxxxxx, President
Schedule 1
Company Amount Shares
------- ------ ------
Adobe Hills (26,500.00)
CFS (118,161.33)
CYA 124,822.92 441,730
CYC 10,000.00
DHI (15,234.39)
GODC (29,391.46)
Xxxxxx 393,817.98
OIHC 243,717.26
Wasatch 74,524.02
WJRE 5,000.00
------------------------ --------------
662,595.00 441,730
======================== ==============
Note 1: A negative () amount indicates money owed to Xxxxx Xxxxxxx'x controlled
entities.
Note 2: CyberAmerica will receive all the shares and then true-up between its
subs with intercompany transfers.
Note 3: Of the 44,730 shares from Xxxxx Xxxxxxx'x controlled entitities, 274,796
are from A-Z Professional Consultants Inc., 162,100 are from Xxxxx Xxxxxxx
L.L.C, and 4,834 shares are from A-Z Professional Retirement Trust.
Exhibit A
