Exhibit 10.1
STOCK SALE/PURCHASE
AGREEMENT
AGREEMENT made this 2nd day of September, 2005, by and
between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa
corporation with offices at 5000 Westown Parkway, Suite 440,
West Des Moines, IA 50266 (hereinafter referred to as “
Buyer ”); and D.J. NOBLE, an individual residing at
5461 Gulf of Mexico Drive, Longboat Key, FL 34228 (hereinafter
referred to as “ Seller ”).
The parties have reached an
understanding with respect to the sale and purchase of One-Hundred
Percent (100%) of the outstanding shares of common stock of
AMERICAN EQUITY INVESTMENT SERVICE COMPANY, an Iowa corporation
(the “Service Company ”).
IT IS HEREBY AGREED, AS
FOLLOWS:
1.
Sale of Corporate
Shares .
1.1
Sale/Purchase of
Shares . Seller
shall sell to Buyer and Buyer shall purchase from Seller 1,000
shares of the Common Stock of the Service Company (the “
Shares ”). Seller warrants and represents that
the Shares represent 100% of the issued and outstanding voting
capital stock of the Service Company. Buyer agrees to pay to
Seller the Purchase Price, defined in Section 1.2 below,
payable in accordance with Section 2.2 below.
1.2
Purchase Price
. The Purchase Price shall be
$1.00 payable on September 2, 2005. The parties agree
and acknowledge that the Purchase Price is based upon the assets
and liabilities of the Service Company on July 29, 2005, less
$2,500,000 in cash paid to Seller prior to closing, as a dividend
distribution. The parties agree and acknowledge that all
indebtedness of the Service Company to Seller for borrowed money
has been previously repaid.
2.
Closing/Payment of Shares
Purchase Price .
2.1
Closing
Date/Location .
The closing of the sale and purchase (“ Closing
”) shall take place at the offices of the Buyer, 5000 Westown
Parkway, Suite 440, West Des Moines, IA 50266, on
September 2, 2005 (the “ Closing Date
”).
2.2
Delivery of
Shares . At the
Closing, Seller shall deliver to Buyer, free and clear of all
liens, encumbrances, or charges whatsoever, the Certificate for the
Shares in negotiable form.
3.
Representations and Warranties
of Seller .
Seller represents and warrants, as follows:
3.1
No Prohibition
. There is no prohibition
either in applicable law or in any agreement to which Seller is a
party which in any way restricts or prevents Seller’s
execution and performance of this Agreement or the consummation of
the transaction contemplated in this Agreement.
3.2
No Impediment
. There are no actions, suits,
proceedings or investigations pending, or, to Seller’s
knowledge, threatened, against Seller whether at law, in equity or
otherwise, or before any court or governmental agency, which would
have a material adverse effect on Seller’s ability to
execute, deliver and perform this Agreement if determined adversely
and, to Seller’s knowledge, there are no circumstances which
would give rise to any such action, suit, proceeding or
investigation.
3.3
Share Ownership
. Seller represents and
warrants that it is the owner, free and clear of any encumbrances
whatsoever, of the Shares, and that it owns all of the issued and
outstanding shares of capital stock of the Company. Seller
has full right and authority to transfer the Shares to
Buyer.
3.4
Litigation
. To Seller’s knowledge,
there is no litigation or judicial, administrative or arbitration
proceeding pending or threatened against or relating to the Service
Company, its properties or business, nor does Seller know or have
reasonable grounds to know of any basis for any such action, or of
any governmental investigation in connection with the Service
Company.
4.
Representations and Warranties
of Buyer .
Buyer represents and warrants as follows:
4.1
Organization of
Buyer . Buyer
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Iowa, and has the requisite
corporate power and authority to enter into this Agreement and to
perform its obligations under this Agreement. Except as
waived or to be waived by Buyer’s lenders, there is no
prohibition either in applicable law or in any agreement to which
Buyer is a party which in any way restricts or prevents
Buyer’s execution and performance of this Agreement or the
consummation of the transaction contemplated in this
Agreement.
4.2
No Impediment
. There are no actions, suits,
proceedings or investigations pending, or threatened, against Buyer
whether at law, in equity or otherwise, or before any court or
governmental agency, which would have a material adverse effect on
the Buyer’s ability to execute, deliver and perform this
Agreement if determined adversely and, there are no circumstances
which would give rise to any such action, suit, proceeding or
investigation.
5.
Representations and Warranties
of the Service Company . Seller and the Service Company warrant
and represent, jointly and severally, as follows:
5.1
Organization of Service
Company . The
Service Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Iowa, and has
the requisite corporate and authority to enter into this Agreement
and to perform its obligations under this Agreement. The
Service Company has authorized capital stock consisting of 10,000
shares of common stock, of which 1,000 shares are presently issued
and outstanding.
2
5.2
No Impediment
. There are no actions, suits,
proceedings or investigations pending, or, to the Service
Company’s knowledge, threatened, against the Service Company
whether at law, in equity or otherwise, or before any court or
governmental agency, which would have a material adverse effect on
the Service Company’s ability to execute, deliver and perform
this Agreement if determined adversely, or to conduct its business
as presently conducted, and, to the Service Company’s
knowledge, there are no circumstances which would give rise to any
such action, suit, proceeding or investigation.
5.3
Litigation
. To the Service
Company’s knowledge, there is no litigation or proceeding
pending or, to the Service Company’s knowledge, threatened
against or relating to the Service Company, its properties or
business, nor does the Service Company know or have reasonable
grounds to know of any basis for any such action, or of any
governmental investigation relative to its properties or
business.
5.4
Financial
Status . The
Service Company has no liab
