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:
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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”). |
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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.” |
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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”). |
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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”). |
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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. |
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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
www.geii.com) 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 lien
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