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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 3KB of 14KB total |
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Price: |
$42 |
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ID: |
#2636501 |
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 17th day of November, 2006 by and between Halter Financial
Investments, L.P., a Texas limited partnership ("Purchaser"), maintaining an
address at 12890 Hilltop Road, Argyle, Texas 76226, and Nevstar Corporation, a
Nevada corporation (the "Company"), also maintaining an address at 12890 Hilltop
Road, Argyle, Texas 76226.
W I T N E S S E T H:
WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 723,641 newly issued, restricted shares
(the "Shares") of the common capital stock of the Company, par value $0.01 per
share, upon the terms, provisions, and conditions and for the consideration
hereinafter set forth; and
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance and Sale of Shares.
Based upon the representations, warranties, and covenants and subject
to the terms, provisions, and conditions contained in this Agreement, the
Company agrees to sell and deliver the Shares to Purchaser, free and clear of
all liens, pledges, encumbrances, security interests, and adverse claims, and
Purchaser agrees to purchase the Shares from the Company for the consideration
hereinafter set forth.
Section 2. Purchase Price.
The total purchase price to be paid to the Company by Purchaser for the
Shares is $217,092.30 (the "Purchase Price"), payable in cash by wire transfer
of immediately available funds or certified check.
Section 3. The Closing.
Upon execution of this Agreement (the "Closing"), the Company shall
deliver to Purchaser a certificate(s) evidencing the Shares issued in the name
of Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to
Company the Purchase Price.
Section 4. Representations and Warranties of the Company.
In connection with the transactions contemplated by this Agreement, the
Company hereby represents and warrants to Purchaser as follows:
{PAGE}
4.1. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are, or upon execution will be, valid and legally binding obligations of
the Company, enforceable in accordance with their respective terms against the
Company, except as limited by bankruptcy, insolvency and similar laws affecting
creditors generally, and by general principles of equity. At the time that the
Shares are sold, assigned, transferred and conveyed to Purchaser pursuant to
this Agreement, the Shares will be duly authorized, validly issued, fully paid
and nonassessable.
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