Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 17th day of November, 2006 by and between Halter Financial
Investments, L.P., a Texas limited partnership ("Purchaser"), maintaining an
address at 00000 Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000, and Nevstar Corporation, a
Nevada corporation (the "Company"), also maintaining an address at 00000 Xxxxxxx
Xxxx, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 723,641 newly issued, restricted shares
(the "Shares") of the common capital stock of the Company, par value $0.01 per
share, upon the terms, provisions, and conditions and for the consideration
hereinafter set forth; and
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance and Sale of Shares.
Based upon the representations, warranties, and covenants and subject
to the terms, provisions, and conditions contained in this Agreement, the
Company agrees to sell and deliver the Shares to Purchaser, free and clear of
all liens, pledges, encumbrances, security interests, and adverse claims, and
Purchaser agrees to purchase the Shares from the Company for the consideration
hereinafter set forth.
Section 2. Purchase Price.
The total purchase price to be paid to the Company by Purchaser for the
Shares is $217,092.30 (the "Purchase Price"), payable in cash by wire transfer
of immediately available funds or certified check.
Section 3. The Closing.
Upon execution of this Agreement (the "Closing"), the Company shall
deliver to Purchaser a certificate(s) evidencing the Shares issued in the name
of Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to
Company the Purchase Price.
Section 4. Representations and Warranties of the Company.
In connection with the transactions contemplated by this Agreement, the
Company hereby represents and warrants to Purchaser as follows:
4.1. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are, or upon execution will be, valid and legally binding obligations of
the Company, enforceable in accordance with their respective terms against the
Company, except as limited by bankruptcy, insolvency and similar laws affecting
creditors generally, and by general principles of equity. At the time that the
Shares are sold, assigned, transferred and conveyed to Purchaser pursuant to
this Agreement, the Shares will be duly authorized, validly issued, fully paid
and nonassessable.
4.2. Authority.
The execution, delivery and performance of this Agreement have been
duly authorized by the Company and will not violate any applicable federal or
state law, any order of any court or government agency or the Articles of
Incorporation or By-laws of the Company. The execution, delivery and performance
of this Agreement will not result in any breach of or default under, or result
in the creation of any encumbrance upon any of the assets of the Company
pursuant to the terms of any agreement by which the Company or any of its
respective assets may be bound.
Section 5. Representations and Warranties of Purchaser.
Purchaser acknowledges and understands that the Shares are being
acquired for investment in a transaction that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:
5.1. Investment Purposes.
Purchaser is acquiring the Shares solely for investment purposes and
not with a view to, or for resale in connection with, any distribution thereof
or with any present intention of distributing or selling any of the Shares,
except as allowed by the Securities Act of 1933, as amended, or any rules or
regulations promulgated thereunder (collectively, the "Act").
5.2. Disposition of Shares.
Purchaser will hold the Shares subject to all of the applicable
provisions of the Act, and Purchaser will not at any time make any sale,
transfer, or other disposition of the Shares in contravention of said Act.
5.3. Economic Risk.
Purchaser acknowledges that it must bear the economic risk of its
investment in the Shares for an indefinite period of time since the Shares have
not been registered under the Act and therefore cannot be sold unless the Shares
are subsequently registered or an exemption from registration is available.
5.4. No Public Solicitation.
The sale of the Shares to Purchaser is being made without any public
solicitation or advertisements.
5.5. Criminal Proceedings.
Neither the Purchaser and its respective officers, directors,
affiliates, promoters nor any predecessor of the Purchaser have been subject to
or suffered any of the following:
o Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and
other misdemeanor offenses) within ten (10) years from the
date hereof;
o Any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or
otherwise limiting such person's involvement in any type of
business, securities or banking activities within ten (10)
years of the date hereof; or
o Being found guilty by a court of competent jurisdiction (in a
civil action), the SEC or the CFTC to have violated a federal
or state securities or commodities law within ten (10) years
of the date hereof, and the judgment has not been reversed,
suspended or vacated.
5.6. Information.
Purchaser has received and reviewed such information as Purchaser deems
necessary to evaluate the risks and merits of its investment in the Company.
5.7. Accredited Investor.
Purchaser is an "accredited investor" within the meaning of rule 501 of
Regulation D promulgated under the Act.
5.8. Financial Matters Experience.
o Purchaser has such knowledge and experience in financial
matters as to be capable of evaluating the merits and risks of
an investment in the Shares.
Section 6. Conditions to the Obligations of Purchaser at Closing.
The obligations of Purchaser at Closing are conditioned upon
satisfaction, on or prior to such date, of the following conditions, which
conditions are further conditioned upon the delivery of the Purchase Price by
Purchaser:
6.1. Stock Certificates.
The Company shall have delivered to Purchaser certificate(s) issued in
the name of Purchaser representing the number of Shares to be purchased by
Purchaser pursuant to this Agreement.
Section 7. Survival of Representations and Warranties.
All representations, warranties, covenants, and agreements contained
herein shall not be discharged or dissolved upon, but shall survive the Closing
and shall be unaffected by any investigation made by any party at any time.
Section 8. Entirety and Modification.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings, whether oral or written, between the
parties hereto relating to such subject matter. No modification, alteration,
amendment, or supplement to this Agreement shall be valid or effective unless
the same is in writing and signed by all parties hereto.
Section 9. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns, heirs, and
personal representatives.
Section 10. Notices.
All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as
properly given or made if hand delivered, mailed from within the United States
by certified mail, or sent by overnight delivery service to the applicable
address appearing in the preamble to this Agreement, or to such other address as
either party may have designated by like notice forwarded to the other party
hereto. All notices shall be deemed given when postmarked (if mailed), when
delivered to an overnight delivery service or, if hand delivered, when delivered
to the recipient.
Section 11. Severability.
Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason whatever, such
illegality or invalidity shall not affect the validity of the remainder of this
Agreement.
Section 12. Headings.
The headings of this Agreement are inserted for convenience and
identification only, and are in no way intended to describe, interpret, define
or limit the scope, extent or intent hereof.
Section 13. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 14. Legal Fees and Costs.
If a legal action is initiated by any party to this Agreement against
another, arising out of or relating to the alleged performance or
non-performance of any right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses reasonably incurred by
each successful party or his, her or its legal counsel in investigating,
preparing for, prosecuting, defending against, or providing evidence, producing
documents or taking any other action in respect of, such action shall be the
joint and several obligation of and shall be paid or reimbursed by the
unsuccessful party or parties.
Section 15. Publicity.
Except as otherwise required by law, none of the parties hereto shall
issue any press release or make any other public statement, in each case
relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of the other to the
contents and the manner of presentation and publication thereof.
Section 16. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada without reference to conflicts
of law provisions..
Section 17. Jurisdiction.
Each party to this Agreement hereby irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in the courts of
the State of Nevada or of the United States of America for the District of
Nevada and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes thereof and expressly waives any claim of improper
venue and any claim that such courts are an inconvenient forum. Each party
hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
specified in Section 10, such service to become effective 10 days after such
mailing.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first written above.
PURCHASER: HALTER FINANCIAL INVESTMENTS, L.P.
By: Halter Financial Investments GP, LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx, Chairman
THE COMPANY: NEVSTAR CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx, Sole Officer
