Exhibit
99.1
STOCK EXCHANGE
AGREEMENT
This Stock Purchase Agreement ("Agreement") is
entered into this 2 nd
day of March, 2009 by and between
Nexia Holdings, Inc., a Nevada corporation (“NXHD”),
with a principal office located at 59 West 100 South, Second Floor,
Salt Lake City, Utah 84101, and AmeriResource Technologies, Inc., a
Delaware corporation (“ARIO”) with principal offices
located at 3440 E. Russell Road, Suite 217, Las Vegas, Nevada,
89120.
WHEREAS , NXHD desires to transfer to ARIO
shares of the Series C Preferred Stock of
NXHD (“NXHD Shares ”
) valued at Five Hundred Thousand
dollars ($500,000 ) based on the conversion value of the said
shares of preferred stock; and
WHEREAS , ARIO desires to transfer to NXHD shares of the
preferred stock of ARIO (“ARIO Shares”) valued at Five
Hundred Thousand dollars ($500,000) based on the conversion value
of the ARIO Shares.
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:
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NXHD will transfer 100,000 shares
of Series C Preferred Stock of NXHD to ARIO on or before March 5,
2009 (the “Closing Date”) and NXHD will
deliver the NXHD shares with all the necessary paperwork to
establish ownership in ARIO of the NXHD shares; and
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ARIO will transfer preferred convertible
shares, to equal a value of $500,000 based on the conversion value
of the ARIO Shares to NXHD on or before the Closing Date and ARIO
will deliver the ARIO shares with all the necessary paperwork to
establish ownership in NXHD of the ARIO shares.
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2.
Termination. This Agreement may be terminated at
any time prior to the Closing Date:
(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 March 5, 2009, or such
later date as shall have been approved by parties hereto, other
than for reasons set forth herein.
(1) If
ARIO 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 ARIO contained herein shall be
inaccurate in any material respect; or
(1) If
NXHD 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 NXHD 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 ARIO . ARIO
hereby represents and warrants that effective this date and the
Closing Date, the following representations are true and
correct:
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Authority . ARIO has the
full power and authority to enter this Agreement and to carry out
the transactions contemplated by this Agreement.
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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 ARIO to which ARIO is a party and has
been duly authorized by all appropriate and necessary action.
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Deliverance of Shares . As
of the Closing Date, the shares to be delivered to NXHD will be
restricted and constitute valid and legally issued preferred shares
of ARIO, fully paid and non-assessable and equivalent in all
respects to all other issued and outstanding shares of ARIO
restricted preferred stock.
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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
ARIO.
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Investment Intent. ARIO
hereby states that it is obtaining the shares of NXHD for
investment purposes only.
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4.
Representations and Warranties of NXHD .
NXHD hereby
represents and warrants that, effective this date and the Closing
Date, the representations and warranties listed below are true and
correct.
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Corporate Authority . NXHD
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 NXHD has duly
authorized the execution, delivery, and performance of this
Agreement.
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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 NXHD to which NXHD is a party and has
been duly authorized by all appropriate and necessary action.
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Deliverance of Shares . As
of the Closing Date, the shares to be delivered to ARIO will be
restricted and constitute valid and legally issued preferred shares
of NXHD, fully paid and non-assessable and equivalent in all
respects to all other issued and outstanding shares of NXHD
restricted preferred stock.
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No Conflict with Other Instrument
. The execution of this agreement will not violate or
breach any document, instrument, agreement, contract, or commitment
material to NXHD.
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Investment Intent. NXHD
hereby states that it is obtaining the shares of ARIO for
investment purposes only.
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5.
Closing . The Closing as herein referred to
shall occur upon such date as the parties hereto may mutually agree
upon, but is expected to be
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