agreement.htm


     

    
      

      

    

     

    Exhibit
10.1


      STOCK PURCHASE
AGREEMENT

      


      


      This
Stock Purchase Agreement (“Agreement”) is made
as of this 23rd of
March 2009, by and among MSCS Ventures, Inc., a Colorado corporations (“Seller”), and Bluff
Point Associates Corp., a Delaware corporation (“Purchaser”).  In
this Agreement, Purchaser and Seller are sometimes referred to individually as a
“Party” and
together as the “Parties.”

      


      Recitals

      


      A.           Pursuant
to that certain Contribution Agreement dated December 1, 2004 (the “Contribution
Agreement”), Seller and Purchaser are Stockholders (as defined in the
Contribution Agreement) of Matrix Financial Solutions, Inc. (formerly known as MG Colorado
Holdings, Inc.), a Delaware corporation (the “Company”).  In
addition to Seller and Purchaser, there are other Stockholders of the
Company.

       

      B.           Pursuant
to the Contribution Agreement, Seller received, among other things, Two Hundred
Sixty-Nine Thousand Seven Hundred and Ninety-Two (269,792) shares of common
stock in the Company (the “Seller’s Shares”) and
as of the date of this Agreement, Seller still owns the Seller’s
Shares.

       

      C.           Seller
desires to sell the Seller’s Shares to Purchaser, and Purchaser desires to
acquire the Seller’s Shares, upon the terms and conditions of this
Agreement.

       

      Agreement

      


      Now,
therefore, in consideration of the foregoing recitals and the mutual promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

      


      1. Sale and Purchase of the
Seller’s Shares.  Subject to the terms and conditions of this
Agreement, Seller will sell to Purchaser, and Purchaser will purchase from
Seller, the Seller’s Shares, free and clear of all security interests, liens,
restrictions, claims, encumbrances, charges, options, preemptive rights or other
interests of any kind (“Encumbrances”).  The
Seller’s Shares will be sold to Purchaser as set forth in Section
3.1.

       

      2. Purchase
Price.  Purchaser shall pay Seller a per share purchase price
of $16.00 (for each of the Seller’s Shares), for an aggregate purchase price of
Four Million Three Hundred and Sixteen Thousand Six Hundred and Seventy-Two and
00/100 Dollars ($4,316,672) for all of the Seller’s Shares (the “Purchase
Price”).  The Purchase Price shall be payable to Seller in
cash, by wire transfer on the Closing Date as defined in Section 3.1
below.

       

      3. Closing of the Seller’s
Shares Purchase.

       

      3.1 Closing
Date.  Subject to the terms and conditions of this Agreement,
the closing of the sale of the Seller’s Shares (the “Closing”) will occur
on or before March 27, 2009, at 10:00 a.m. Denver time at the offices of United
Western Bancorp, Inc. (the “Closing
Date”).  Seller shall wire the Purchase Price to Seller
pursuant to Seller’s wire transfer instructions attached hereto as Exhibit B (“Wire Transfer
Instructions”).

       


      
        
           


        

        
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      3.2 Actions to be Taken at the
Closing.  At the Closing, the Parties will take the following
actions and deliver the following documents:

       

      (a) Seller
will execute and deliver to the Purchaser a stock power and assignment in the
form attached hereto as Exhibit A to evidence
the transfer to Purchaser of Seller’s right, title and interest in and to the
Seller’s Shares to be transferred at that Closing, free of all Encumbrances, but
subject to the transferability restrictions noted on the legend of each of the
Seller’s share certificates described on the stock power and assignment form of
Exhibit A.

       

      (b) Seller
will deliver all original certificates representing the Seller’s Shares to be
transferred at the Closing to Purchaser.

       

      (c) Purchaser
shall deliver to Seller the Purchase Price payable for the Seller’s Shares prior
to or at that Closing.

       

      (d) The
Parties will take such other actions and will execute and deliver such other
instruments, documents and certificates as are required by the terms of this
Agreement or as may be reasonably requested by any Party in connection with the
consummation of the transactions contemplated herein.

       

      4. Representations and
Warranties.

       

      4.1 Seller
Representations.  Seller represents and warrants to Purchaser
as follows:

       

      (a) Seller
has the full corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.  The execution and
delivery of this Agreement by Seller will not violate or constitute a default of
any of Seller's corporate obligations, or result in any lien or security
interest under any agreement to which Seller is a party, or violate any order,
award, judgment, statute, rule or regulation or other contractual obligation
applicable to Seller.

       

      (b) This
Agreement constitutes the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms (except to the extent
that enforcement may be affected by bankruptcy, reorganization, insolvency and
creditors’ rights and by the availability of injunctive relief, specific
performance and other equitable remedies).

       

      (c) Seller
owns beneficially and of record, free and clear of any Encumbrance, all of the
Seller’s Shares and, upon delivery of and payment for the Seller’s Shares as
herein provided at the Closing, Purchaser will acquire good and valid title
thereto, free and clear of any Encumbrance, but subject to the transferability
restrictions noted on the legend of each of the Seller’s share certificates
described on the stock power and assignment form of Exhibit A.

       


      
        
           


        

        
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      4.2 Purchaser
Representations.  Purchaser represents and warrants to Seller
as follows:

       

      (a) Purchaser
has the power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.

       

      (b) This
Agreement constitutes the legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms (except to the extent
that enforcement may be affected by bankruptcy, reorganization, insolvency and
creditors’ rights and by the availability of injunctive relief, specific
performance and other equitable remedies).

       

      4.3 Mutual Representation and
Warranty.  Each Party hereby represents and warrants to the
other Party as follows:

       

      (a) Neither
it nor anyone acting on its behalf has employed any financial advisor, broker or
finder or incurred any liability for any financial advisory, brokerage or
finder’s fee or commission in connection with this Agreement or the transactions
contemplated hereby.

       

      (b) It has
retained and received, or has been advised to obtain and has been given the
opportunity to receive, whatever outside consulting and counsel, including tax
and legal counsel, it deems necessary or desirable in order to make informed
decisions regarding the transactions contemplated by this
Agreement.

       

      


      5. Approvals and
Consents.  Each Party will, prior to the Closing, obtain,
without penalty to any other Party, all necessary approvals and consents
required, if any, in order to authorize and approve this
Agreement.  The Parties shall provide each other with full cooperation
in obtaining such approval and consents as reasonably requested by the other
Parties.

       

      6. Notices.  Each
Party will promptly notify the other in writing, prior to the Closing or
subsequent to the Closing, if it receives any notice, or otherwise becomes
aware, of any action or proceeding instituted or threatened before any court or
governmental agency by any third party to restrain or prohibit, or obtain
substantial damages in respect of, this Agreement or the consummation of the
transactions contemplated hereby.

       

      7. Covenants and Further
Assurances.

       

      7.1 Seller
hereby covenants and agrees that, after the date hereof and except as expressly
set forth in this Agreement, Seller shall not sell, transfer, assign, pledge or
otherwise dispose of (whether with or without consideration and whether
voluntarily or involuntarily or by operation of law) any interest in the
Seller’s Shares, or place or allow to be placed any Encumbrance on the Seller’s
Shares, or otherwise take any action (or fail to take any action) that would
prevent or hinder the sale of the Seller’s Shares to Purchaser as contemplated
hereunder.

       


      
        
           


        

        
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      7.2 Each
Party will execute and deliver any further instruments or documents, and take
all further action, as may be reasonably requested by the other Party to carry
out the transactions contemplated by this Agreement.

       

      8. Indemnification;
Survival.

       

      8.1 Indemnification.  Each
Party will indemnify, defend and hold each other Party, its Affiliates and their
respective partners, spouses, legal representatives, agents, successors and
assigns (the “Indemnified Parties”) harmless from and against any and all
claims, judgments, damages, penalties, fines, costs, liabilities, losses or
expenses (including, without limitation, reasonable attorneys’ fees and
expenses) incurred by the Indemnified Parties arising from or directly or
indirectly relating to any breach of any covenant, representation or warranty
under this Agreement by the indemnifying Party.  As used herein,
“Affiliate” means, with respect to any Person (as hereinafter defined), any
Person that controls, is controlled by or is under common control with such
Person, together with its and their respective members, partners, venturers,
directors, officers, stockholders, agents, employees and spouses.  A
Person shall be presumed to have control when it possesses the power, directly
or indirectly, to direct, or cause the direction of, the management or policies
of another Person, whether through ownership of voting securities, by contract,
or otherwise.  “Person” means an individual, partnership, limited
liability company, association, corporation, or other entity.

       

      8.2 Survival of Representations,
Warranties and Covenants.  Each of the Parties acknowledges and
agrees that all of the representations, warranties and covenants of the Parties
contained in this Agreement shall survive the Closing hereunder for the maximum
period of time permitted by law.

       

      9. Conditions
Precedent.

       

      9.1 Conditions to Purchaser’s
Obligations.  Purchaser’s obligations under this Agreement are
subject to the satisfaction, on the Closing Date, of each of the following
conditions, any of which may be waived in writing by Purchaser:

       

      (a) Seller
shall have fully complied with and performed all of its obligations under this
Agreement.

       

      (b) All
representations and warranties of Seller in this Agreement shall be true,
correct and complete in all material respect as of the Closing
Date.

       

      (c) All of
the actions to take place under Section 3.2 above shall be
completed.

       

      (d) All
consents, approvals and waivers required, if any, to consummate the transaction
contemplated by this Agreement shall have been obtained.

       

      9.2 Condition to Seller’s
Obligations.  Seller’s obligations under this Agreement are
subject to the satisfaction, on the Closing Date, of each of the following
conditions, any of which may be waived in writing by Seller:

       


      
        
           


        

        
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      (a) Purchaser
shall have fully complied with and performed all of its obligations under this
Agreement.

       

      (b) All
representations and warranties of Purchaser in this Agreement shall be true,
correct and complete in all material respect as of the Closing
Date.

       

      (c) All of
the actions to take place under Section 3.2 above shall be
completed.

       

      (d) All
consents, approvals and waivers required, if any, to consummate the transaction
contemplated by this Agreement shall have been obtained.

       

      10. Miscellaneous.

       

      10.1 Severability.  The
provisions of this Agreement will be deemed severable, and if any provision of
this Agreement is held illegal, void or invalid under applicable law, such
provision may be changed to the extent reasonably necessary to make the
provision legal, valid and binding.  If any provision of this
Agreement is held illegal, void or invalid in its entirety, the remaining
provisions of this Agreement will not be affected but will remain binding in
accordance with their terms.

       

      10.2 Entire Agreement;
Amendment.  This Agreement (including all exhibits hereto)
contains the entire agreement of the Parties with respect to the purchase and
sale of the Seller’s Shares.  This Agreement may be amended only by a
written instrument signed by Purchaser and Seller.  The headings in
this Agreement are solely for convenience of reference and will not affect the
interpretation of any provision of this Agreement.

       

      10.3 Applicable
Law.  This Agreement will be construed in accordance with and
governed by the laws of the State of Colorado, without reference to the
provisions thereof relating to conflicts of law.  The parties
irrevocably submit themselves to the exclusive jurisdiction of the state and
federal courts within the City and County of Denver, Colorado for the purpose of
bringing any action that may be brought in connection with this Agreement or the
transactions contemplated hereby.  The parties agree that they shall
not assert any claim that they are not subject to the jurisdiction of such
courts, that the venue is improper, that the forum is inconvenient or any
similar objection, claim or argument. To the maximum extent permitted by law,
the notice provisions of this Agreement and the transactions contemplated hereby
shall apply to service of process with respect to any action brought under this
Agreement or the transactions contemplated hereby.

       

      10.4 Time is of the
Essence.  The Parties acknowledge and agree that time is of the
essence with respect to the consummation of the transactions contemplated by
this Agreement.

       


      
        
           


        

        
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      10.5 Binding Agreement,
Assignment.  The terms and provisions of this Agreement will
bind Seller and Purchaser and their respective permitted successors and
assigns.  The parties understand and agree that this Agreement shall
not be construed against the Party preparing it, but shall be construed as if it
were prepared jointly by all persons and entities affected thereby, and any
uncertainty or ambiguity, or both, shall not be interpreted against any such
Party.  This Agreement may not be assigned by any Party without the
prior written consent of the other Party hereto.

       

      10.6 Expenses.  Each
Party will pay all of its expenses, including attorneys’ and accountants’ fees
in connection with the negotiation of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby; provided, that in any proceeding or other attempt to enforce, construe
or to determine the validity of this Agreement, the nonprevailing Party will pay
the reasonable expenses of the prevailing Party, including reasonable attorneys’
fees and costs.

       

      10.7 Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the Party to be notified; (b)
when sent by confirmed facsimile if sent on a business day between 8:00 a.m. and
5:00 p.m. Mountain time and, if not, then on the next business day; (c) three
(3) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All notices to any Party hereto shall be
sent to the attention of the persons at the addresses indicated on the signature
page hereto, or to such other address as such Party may indicate in writing to
the other Parties hereto.

       

      10.8 Counterparts.  This
Agreement may be executed in one or more counterparts, or facsimile
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
instrument.

       

      [signature
page follows]


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the
date set forth above.

       

      
        	 
      	
                PURCHASER:

              
	 
      	
                BLUFF
      POINT ASSOCIATES CORP.

              
	 
      	 
      
	 
      	
                /s/
      Neil Q.
      Gabriele

              
	 
      	
                Print
      Name:

              	 
      Neil Q.
      Gabriele
	 
      	
                Title:

              	 
      Managing
      Director
	 
      	
                Address:

              	
                285
      Riverside Avenue

              
	 
      	 
      	
                Suite
      350

              
	 
      	 
      	
                Westport,
      Connecticut 06880

              
	 
      	 
      	
                Facsimile:
      (203) 227-8626

              
	 
      	 
      
	 
      	
                SELLER:

              
	 
      	
                MSCS
      VENTURES, INC.

              
	 
      	 
      
	 
      	
                /s/
      Paul E. Maxwell

              
	 
      	
                Print
      Name:

              	
                Paul
      E. Maxwell

              
	 
      	
                Title:

              	
                President

              
	 
      	
                Address:

              	
                700
      17th
      Street

              
	 
      	 
      	
                Suite
      2100

              
	 
      	 
      	
                Denver,
      Colorado 80202

              
	 
      	 
      	
                Facsimile:
      (720) 946-1218

              
	 
      	 
      


      

      


       

       



      
        
          
            
              


            

             

          

           


        

        
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      EXHIBIT
A

      


      SELLER
STOCK POWER AND ASSIGNMENT

      


      (attached)

      



      
        
           


        

        
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      STOCK POWER AND
ASSIGNMENT

      


      


      


      For value
received and in accordance with the Stock Purchase Agreement dated as of March
___, 2009, by and among MSCS Ventures, Inc. (“Seller”) and Bluff Point
Associates Corp. (“Purchaser”), Seller hereby sells, assigns and transfers unto
Purchaser, Two Hundred Sixty-Nine Thousand Seven Hundred and Ninety-Two
(269,792) shares of Common Stock of Matrix Financial Solutions, Inc. (formerly known as MG Colorado
Holdings, Inc.), a Delaware corporation (“Company”), represented by Certificate
Numbers Seven (7) (194,792 shares of Common Stock of the Company) and Nine (9)
(75,000 shares of Common Stock of the Company), and does hereby irrevocably
constitute and appoint the Company as attorney in fact to transfer said shares
on the books of the Company with full power of substitution in the
premises.

      


      Effective
as of:  March __, 2009

      


      
        	
                In
      the presence of:

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      


      



      
        
           


        

        
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      EXHIBIT
B

      


      WIRE
TRANSFER INSTRUCTIONS

      


       

      [REDACTED]

       

       

      
 

       

       

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