STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement ("Agreement") is entered into this 1st day of April, 2008 by and between Nexia Holdings, Inc., a Nevada corporation (“NEXIA”) and Diversified Holdings I, Inc. (“DHI”), with their offices located at 59 West 000 Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, and Green Endeavors Ltd. (“GEL”), a Delaware corporation
1. Exchange. The parties will exchange shares as follows:
A. NEXIA will transfer 100% ownership of Xxxxx Salons L.L.C. to GEL and DHI will transfer 85,000 shares of the common stock of Xxxxxx Salons, Inc. to GEL on or before April 30, 2008 (the “Closing Date”) and each corporation will deliver to GEL the necessary shares with all the necessary paperwork to establish ownership in GEL of the Xxxxx Salons L.L.C. membership and the Xxxxxx Salon, Inc. shares; and
2. Termination. This Agreement may be terminated at any time prior to the Closing Date:
A. By GEL, DHI or NEXA:
(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 such Board of Directors 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
B. By NEXIA or DHI:
C. By GEL:
(1) If NEXIA or DHI shall fail to comply in any material respect with any of their covenants or agreements contained in this Agreement or if any of the representations or warranties of NEXIA or DHI contained herein shall be inaccurate in any material respect;
(2) If NEXIA, Xxxxx Salons, L.L.C. or Xxxxxx Salons, Inc. file for bankruptcy protection prior to the closing hereof GEL may rescind this exchange.
3. Representations and Warranties of DHI. DHI hereby represents and warrants that effective this date and the Closing Date, the following representations are true and correct:
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 DHI to which DHI is separately or jointly a party and has been duly authorized by all appropriate and necessary action.
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 Salons, Inc. or DHI.
E. Assets and Liabilities of Xxxxxx Salons, Inc.. As of the date of closing, Xxxxxx Salons, Inc. shall have no more than $ in liabilities and $ of assets.
F. Accounting and Financial Reporting. All accounting and financial reporting and record keeping of Xxxxxx Salons, Inc. are kept in compliance with GAAP procedures and accounting requirements of the Securities and Exchange Commission, such that GEL will not be hindered in its efforts to file reports and information as required by SEC reporting requirements. Financial statements through the end of the month immediately proceeding closing shall be provided to GEL at closing.
4. Representations and Warranties of NEXIA.
NEXIA hereby represents and warrants that, effective this date and the Closing Date, the representations and warranties listed below are true and correct.
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 NEXIA to which NEXIA is a party and has been duly authorized by all appropriate and necessary action.
C. No Conflict with Other Instrument. The execution of this agreement will not violate or breach any document, instrument, agreement, contract, or commitment material to NEXIA.
6. Conditions Precedent of NEXIA and DHI to Effect Closing. All obligations of NEXIA or DHI under this Agreement are subject to fulfillment prior to or as of the Closing Date, as follows:
A. The representations and warranties by or on behalf of GEL contained in this Agreement or in any certificate or documents delivered to NEXIA or DHI pursuant to the provisions hereof shall be true in all material respects as of the time of Closing as though such representations and warranties were made at and as of such time.
B. GEL shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by GEL prior to or at the Closing.
7. Conditions Precedent of GEL to Effect Closing. All obligations of GEL under this Agreement are subject to fulfillment prior to or as of the date of Closing, as follows:
A. The representations and warranties by or on behalf of NEXIA and DHI contained in this Agreement or in any certificate or documents delivered to GEL pursuant to the provisions hereof shall be true in all material respects as of the time of Closing as though such representations and warranties were made at and as of such time.
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.
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 GEL: To NEXIA/DHI:
Green Endeavors, Ltd. Nexia Holdings, Inc.
59 West 100 South, Second Floor 59 West 000 Xxxxx, Xxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000 Xxxx Xxxx Xxxx, Xxxx 00000
F. 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. Any suit, action or legal proceeding arising from or related to this Agreement shall be submitted for binding arbitration resolution to the American Arbitration Association, in Salt Lake City, Utah, pursuant to their Rules of Procedure or any other mutually agreed upon arbitrator. The parties agree to abide by decisions rendered as final and binding, and each party irrevocably and unconditionally consents to the jurisdiction of such arbitrator and waives any objection to the laying of venue in, or the jurisdiction of, said Arbitrator.
I. 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.
Green Endeavors, Ltd. Nexia Holdings, Inc.,
A Delaware corporation A Nevada corporation
By: _/s/ Xxxxxxx Surber_________ By: _/s/ Xxxxxx Einhorn______
Name: Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx
Its: Secretary
Diversified Holding I, Inc.
A Nevada corporation
By: /s/ Xxxxxx Xxxxxxx .
Name: Xxxxxx Xxxxxxx
Title: Vice-President .