EXHIBIT 2 (I)
STOCK EXCHANGE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 22nd day
of June, 2007 by and between Nexia Holdings, Inc., a Nevada corporation
("NEXA"), with a principal office located at 59 West 000 Xxxxx, Xxxxxx Xxxxx,
Xxxx Xxxx Xxxx, Xxxx 00000, and AmeriResource Technologies, Inc., a Delaware
corporation ("AMRE") and other shareholders of Net2Auction, Inc. ("NAUC") both
with principal offices located at 0000 X. Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxx, 00000.
WHEREAS, NEXA desires to acquire 90% of the issued and outstanding
preferred shares of NAUC ("NAUC Shares{approx-equal}) in exchange for the
issuance of sixty thousand (60,000) shares of NEXA's Series C Preferred Stock,
with a stated value of $5.00 per share or $300,000; and
WHEREAS, AMRE and the other shareholders of NAUC desire to transfer to
NEXA 90% of the issued and outstanding preferred shares of NAUC in exchange for
sixty thousand (60,000) shares of NEXA Series C Preferred Stock.
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. The parties will exchange shares as follows:
a. NEXA will transfer 60,000 shares of its Series C Preferred Stock to
AMRE and designated shareholders of NAUC on or before July 20, 2007
(the "Closing Date") and NEXA will deliver the NEXA shares with all
the necessary paperwork to establish ownership in AMRE or the
designated shareholders of NAUC of the NEXA shares; and
b. AMRE and the shareholders of NAUC will transfer shares, rounded up to
whole shares, to equal not less than 90% of all issued and outstanding
preferred shares of NAUC to NEXA or its designee on or before the
Closing Date and AMRE will deliver the NAUC shares with all the
necessary paperwork to establish ownership in NEXA of the NAUC shares.
2. Termination. This Agreement may be terminated at any time prior to the
Closing Date:
A. By AMRE 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
(2) If the Closing shall have not occurred prior to July 31,
2007, or such later date as shall have been approved by parties
hereto, other than for reasons set forth herein.
B. By NEXA:
(1) If AMRE shall fail to comply in any material respect with any
of its covenants or agreements contained in this Agreement or if
any of the representations or warranties of AMRE contained herein
shall be inaccurate in any material respect; or
C. By AMRE:
(1) If NEXA shall fail to comply in any material respect with any
of its covenants or agreements contained in this Agreement or if
any of the representations or warranties of NEXA 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.
3. Representations and Warranties of AMRE. AMRE hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct:
A. Authority. AMRE has the full power and authority to enter 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 AMRE
to which AMRE is a party and has been duly authorized by all
appropriate and necessary action.
C. Deliverance of Shares. As of the Closing Date, the shares to be
delivered to NEXA, or its designee valid and legally issued shares
of NAUC, fully paid and non-assessable and equivalent in all
respects to all other issued and outstanding shares of NAUC
preferred 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 AMRE.
E. Assets and Liabilities of NAUC. As of the date of closing, NAUC
shall have $0 liabilities and $0 assets.
4. Representations and Warranties of NEXA.
NEXA hereby represents and warrants that, effective this date and the
Closing Date, the representations and warranties listed below are true and
correct.
A. Corporate Authority. NEXA has the full corporate power and
authority to enter this Agreement and to carry out the transactions
contemplated by this Agreement. The Board of Directors of NEXA has
duly authorized the execution, delivery, and performance of 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 NEXA
to which NEXA 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 NEXA.
5. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agreed upon, but is expected to be on or
before July 18, 2007.
6. Conditions Precedent of NEXA to Effect Closing. All obligations of NEXA
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 AMRE
contained in this Agreement or in any certificate or documents
delivered to NEXA 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. AMRE shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to NEXA pursuant to the
provisions hereof shall be reasonably satisfactory to NEXA's legal
counsel.
D. NAUC shall have provided reasonable assurances that as of or prior
to the date of closing that it has $0 in liabilities and $0 in
assets.
7. Conditions Precedent of AMRE to Effect Closing. All obligations of AMRE
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 NEXA
contained in this Agreement or in any certificate or documents
delivered to AMRE 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. NEXA shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to AMRE pursuant to the
provisions hereof shall be reasonably satisfactory to AMRE'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. Indemnification Procedures. If any claim is made by a party which would
give rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying
Party). The Indemnified Party will permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from the claims. Counsel
for the Indemnifying Party which will conduct the defense must be approved by
the Indemnified Party (whose approval will not be unreasonably withheld), and
the Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not in the defense of any such
claim or litigation, consent to entry of any judgment or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgment
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. If the Indemnifying Party refuses or fails to
conduct the defense as required in this Section, then the Indemnified Party may
conduct such defense at the expense of the Indemnifying Party and the approval
of the Indemnifying Party will not be required for any settlement or consent or
entry of judgment.
11. Default at Closing. Notwithstanding the provisions hereof, if either
party shall fail or refuse to deliver any of the 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 that party
and the other party 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 the defaulting party.
12. Costs and Expenses. NEXA and AMRE shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
NEXA and AMRE have been represented by their own attorneys in this transaction,
and shall pay the fees of their attorneys, 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 AMRE: To NEXIA:
AmeriResource Technologies, Inc. Nexia Holdings, Inc.
0000 X. Xxxxxxx Xxxx, Xxxxx 000 59 West 000 Xxxxx, Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000 Xxxx Xxxx Xxxx, Xxxx 00000
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 additional steps 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. Brokers. Neither party has employed any brokers or finders with
regard to this Agreement not disclosed herein.
D. 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.
E. 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.
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.
G. 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.
H. 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 as set forth herein,
have been made by any party.
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.
AmeriResource Technologies, Inc. Nexia Holdings, Inc.,
A Delaware Corporation a Nevada corporation
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx
Its: President Its: President
Xxxxxx Xxxxxxx, President & Shareholder
of Net2Auction, Inc. (NAUC)
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
