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Governing Law: Colorado     Date: 2/7/2008
Industry: Gold and Silver     Sector: Basic Materials

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         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:

  A. Litigation has been filed by GEII and Terry C. Turner (GEII’s president, chief executive officer and chairman of the board) against Pfeffer in the Federal District Court for Utah, Central Division, which is titled: GEII and Turner v. Pfeffer , 2:07-CV-662-TC (D. Utah 2007) (the “Litigation”).

  B. Over the period of the past 4 years, GEII and Turner have made allegations and claims against Pfeffer, and Pfeffer has made allegations and claims against GEII and Turner, including, but not limited to, those allegations and claims set out in GEII’s last quarterly report filed with the U.S. Securities and Exchange Commission (“SEC”) on Form 10-QSB on November 19, 2007, but all of which shall be considered included herein and hereinafter shall be referred to as “all allegations, claims, disputes and controversies.”

  C. GEII is indebted to Pfeffer in the amount of $135,000 on a promissory note, with accumulated interest of $30,277.66 (the “Pfeffer promissory note”), as well as $30,156.71 for expenses incurred by Pfeffer during the period of September through December of 2006, which have been added as an addendum to the Pfeffer promissory note (the “Pfeffer 2006 expenses”), and the sum of $35,000 for additional penalties and interest on the Pfeffer promissory note, for a total of $230,434.37 (the “Pfeffer Indebtedness”).

  D. As a means of settling the Litigation; fully and finally resolving and settling any and all of the allegations, claims, disputes and controversies; and fully and finally satisfying any and all amounts that GEII owes, or may owe, to Pfeffer (including, without limitation, the Pfeffer Indebtedness), GEII is willing to issue, and Pfeffer is willing to accept, 57,608,593 shares of Common Stock in GEII (the “Shares”) pursuant to the exemption from registration provided by Sections 4(2) and 4(6) of the Securities Act of 1933, which issuance, with the other transactions contemplated for the settlement of the Litigation, any and all of the allegations, claims, disputes and controversies, and any and all amounts that GEII owes, or may owe, to Pfeffer, is referred to herein as the “Settlement”).

  E. The parties have determined that a settlement of the Litigation; any and all of the allegations, claims, disputes and controversies; and any and all amounts that GEII owes, or may owe, to Pfeffer, on the foregoing terms is in the best interests of GEII and Pfeffer.

  F. GEII has made available to Pfeffer its annual report on Form 10-KSB for the year ended December 31, 2006, its quarterly reports on Form 10-QSB for the quarters ended during the calendar year 2007, and all current reports on Form 8-K GEII has filed during 2007 and subsequently (collectively the “Exchange Act Reports”), as well as all press releases and other information that GEII has publicly released during 2007 (the “Other Public Information”). The Exchange Act Reports and the Other Public Information (all of which are available at are collectively referred to as the “Disclosure Information.”

         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 liens or encumbrances created by or imposed upon Pfeffer; provided, however that the Shares may be subject to restrictions on transfer under state and/or federal securities laws and as set forth herein.

        3.4 Removal of Restrictive Legend . GEII will remove the restrictive legend from the certificate representing the Shares within fifteen (15) business days after the Effective Date, and upon issuance, based on the fact that Pfeffer’s holding period pursuant to Rule 144(k) promulgated under the Securities Act of 1933 on the Pfeffer promissory note shall have run, and may be tacked to the required holding period of the Shares.

        3.5 Disclosure . This Agreement, and the Disclosure Information and other written documentation delivered in connection herewith or which have otherwise been obtained by Pfeffer from GEI

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