STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 25 th day of January, 2008 (the “Execution Date”), by and between GOLDEN EAGLE INTERNATIONAL, INC. , a Colorado corporation (“ GEII ”), and Kevin K. Pfeffer, an individual (“Pfeffer ”), who are collectively referred to as the “ Parties ” and individually as a “ Party .”
R E C I T A L S:
NOW, THEREFORE , in consideration of the above facts, the mutual promises and covenants contained herein and in a settlement agreement between GEII; Terry C. Turner, GEII’s president, CEO and Chairman; and Pfeffer, (the “Settlement and Release Agreement”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Acquisition of Shares . Not later than fifteen (15) business days after the Effective Date, GEII shall deliver a certificate for the Shares to Pfeffer, as described in Recital C above. GEII will consider the Shares to be issued and outstanding as of the Effective Date.
2. Effective Date . The Effective Date of this Agreement is the date after which all of the following has been accomplished, but no later than February 1, 2008: a) all of the parties to this Agreement and to the Settlement and Release Agreement have executed those agreements and provided faxed or scanned copies of the signature pages to all of the other parties; and b) the Federal District Court for Utah, Central Division, in Case No. 2:07-CV-662-TC (D. Utah 2007)(the “Court”) dismisses the case with prejudice.
3. Representations and Warranties of GEII . GEII hereby represents and warrants to Pfeffer that:
3.1 Organization and Standing . GEII is a corporation duly organized, existing and in good standing under the laws of the State of Colorado. GEII has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted.
3.2 Corporate Power . GEII has all requisite legal and corporate power and authority to enter into this Agreement and to issue the Shares as provided herein.
3.3 Authorization . All corporate action on the part of GEII, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by GEII and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the performance of all of GEII’s obligations under this Agreement have been taken. On the Effective Date, this Agreement shall constitute valid and binding obligation of GEII, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors’ rights generally, and the availability of equitable remedies may be limited by applicable law. The Shares, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Shares will be free of any liens or encumbrances other than any lien