Exhibit 10.1 Stock Purchase and Release Agreement
STOCK PURCHASE AND RELEASE AGREEMENT
THIS STOCK PURCHASE AND RELEASE AGREEMENT ("Agreement") is executed this 8th day
of August 2005 by and between Diversified Holdings I, Inc., a Nevada corporation
("DHI"), and Diversified Holdings XIX, Inc., a Nevada corporation ("DHX"), West
Jordan Real Estate Holdings, Inc., a Utah corporation ("WJRH"), and Diversified
Financial Resources Corporation, a Delaware corporation ("DFRC"), BTA Mineral
Servitude Corporation S.A. de C.V. a foreign corporation ("BTA") and Salt Lake
Development Corporation, a Nevada corporation and successor in interest to a
Utah corporation of the same name ("SLDC").
Recitals
DHI desires to purchase and acquire Salt Lake Development Corporation, the
current owner and holder of a parcel of real estate and improvements thereon
identified as follows:
Two story office building located at 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx
00000, building contains 15,000 square feet.
DHI shall transfer to DFRC a cash payment in the sum of Twenty Thousand dollars
($20,000), WJRH shall release and indicate as paid in full all obligations
arising. under that Promissory Note, ("Note") in the face amount of Two Hundred
Thirty Thousand dollars ($230,000), including all interest, security, and any
other obligation or right held by the holder of the said Note, and DHI and WJRH
shall settle and resolve accounts payable of DFRC to Xxxxxx Consulting Group,
Inc. in the approximate sum of Ten Thousand Five Hundred Twenty Seven and 96/100
dollars ($10,527.96), DFRC, or its related entities shall transfer to DHI One
Million (1,000,000) shares of the common stock of Salt Lake Development
Corporation, a Nevada corporation and any and all issued and outstanding shares
of a Utah corporation of the same (the "Shares") and hereby warrants that such
shares represent 95% or more of all issued and outstanding shares of both the
Nevada and the Utah corporations known as Salt Lake Development Corporation and
that the said corporation holds good and legal title to the above referenced
parcel(s) or real estate subject only to the one disclosed mortgage on the
property.
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. DFRC agrees to transfer the Shares to DHI,
and DHI agrees to acquire the Shares from DFRC. Immediately after DFRC receives
a duly executed copy of this Agreement, it will deliver the Shares to DHI and
DHI shall deliver the promised cash payment and WJRH hereby grants a full and
complete release of the Note of which DFRC and BTA are makers.
2. Purchase Price. As consideration for the Shares, DHI shall transfer to DFRC
as full and fair consideration for the purchase of the said Shares total
consideration that shall total the amount of Twenty Thousand dollars ($20,000),
DHI and WJRH shall also obtain the release of $I 0,527.96 of debt or obligations
of DFRC owed to Xxxxxx Consulting Group, Inc. and shall indemnify and hold DFRC
harmless from any such claims or obligations.
3. Representation and Warranties of DHI. DHI represents and warrants
that:
DHI is an entity incorporated under the laws of the State of Nevada.
DHI 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.
DHI is relying solely upon independent consultation with its professional,
legal, tax, accounting and such other advisors as DHI deems to be appropriate in
purchasing the Shares; DHI 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. DHI understands that DFRC and the other parties hereto are relying
upon DM's
representations and warranties as contained in this Agreement in consummating
the
sale and transfer of the Shares.
e. DHI understands and hereby release any claim or right to a promissory note
made payable to SLDC, or its assigns, arising from the sale or transfer of four
condominium units located in the City of Xxxxx, State of Utah, all proceeds and
rights from the said note are and shall remain the property of DFRC or its
assigns.
f. DHI acknowledges and understands that DFRC has disclosed the status of
the mortgage payments on a loan secured by the real property and DHI
acknowledges receipt of information showing that two months of payments are past
due as of the date of this agreement and shall assume all liability for bringing
the debt obligation of SLDC with regard to the property into a current status.
4. Representations and Warranties of XXXX. XXXX represents and warrants
that:
a. DFRC is a corporation duly organized and validly existing under
the laws of the State of Delaware.
b. DFRC has valid title to the Shares which it is transferring to DHI pursuant
to this Agreement. There are no claims, liens, security interests, or other
encumbrances upon the Shares.
c. DFRC is relying solely upon its independent consultation with its
professional, legal,
d. No term or condition of this Agreement shall be deemed to have been
waived nor
d. No term or condition of this Agreement shall be deemed to have been
waived nor
tax, accounting and such other advisors as DFRC deems to be appropriate in
transferring the Shares and in acquiring the corporate interests identified
herein. DFRC has been advised to, and has consulted with, its professional tax
and legal advisors with respect to any tax consequences of transferring the
Shares.
All corporate action on the part of DFRC 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 DFRC, enforceable in
accordance with its terms, except as the enforceability may be limited by
applicable bankruptcy, insolvency or similar laws and judicial decisions
affecting creditor's' rights generally.
DFRC further represents that all property taxes have been paid through the
current taxing period on the above described real property. DFRC also represents
that as of the date of execution hereof all utilities and operational
obligations of the real estate are current and paid in full.
DFRC has disclosed the status of the mortgage payments on a loan secured by the
real property and DHI acknowledges receipt of information showing that two
months of payments are past due as of the date of this agreement and shall
assume all liability for bringing the debt obligation of SLDC with regard to the
property into a current status.
Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made by DFRC and DHI in this Agreement shall survive
the purchase and sale of the Shares.
Miscellaneous.
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.
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.
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.
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 may 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 and Release
Agreement as of the day and year first appearing herein.
Diversified Holdings I, Inc. Diversified Financial Resources
Corporation
/s/Xxxxxxx Xxxxxx /s/Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx, President Xxxxxx Xxxxxxxx, President
West Jordan Real Estate Holdings, Inc. Salt Lake Development Corp.
/s/Xxxxxxx Xxxxxx /s/Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx, President
BTA Mineral Servitude Corporation Diversified Holdings XIX, Inc.
/s/Xxxx Xxxxxxx /s/Xxxxxx Xxxxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxxxxxx, President
