SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest
Event Reported): March 8, 1995
SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in this Charter)
Utah 0-9341 87-0345941
(State or other (Commission (IRS Employer
jurisdiction of File Number) (Identification No.)
incorporation)
5300 South 360 West, Suite 310 Salt Lake City, Utah 84123
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 264-1060
Does Not Apply
(Former name or former address, if changed since last report)
ITEM 5. Other Events
On March 8, 1995, Security National Financial Corporation (the
"Company") was issued 97,800 shares of common stock (the
"Shares") of Greer-Wilson Funeral Home, Inc. ("Greer-Wilson"),
representing 97.8% of the total issued and outstanding shares
of common stock of Greer-Wilson after the issuance of the
Shares. In consideration for the issuance of the Shares, the
Company agreed (i) to contribute $430,000 to Greer-Wilson for
the payment of its accounts payable, including preneed
deposits, or to assume payment of the accounts payable, and to
pay, renegotiate, bring current or refinance Greer-Wilson's
existing mortgage loan indebtedness; and (ii) to pay Page E.
Greer, the former president and sole shareholder of Greer-
Wilson and his wife, a licensed mortician, $6,000 per month
over a ten year period for providing consulting services. The
Company also loaned Mr. Greer and his wife the sum of $200,000
to be paid on March 8, 2005, together with interest thereon at
the rate of seven percent (7%) per annum. This obligation is
to be collateralized by a pledge of 2,200 shares of the
Company's common stock which is held by Mr. Greer.
The Company plans to continue to operate Greer-Wilson as a
funeral home and mortuary.
ITEM 7. Financial Statements.
C. Exhibits
1. Stock Issuance Agreement by and among Security
National Financial Corporation, Greer-Wilson
Funeral Home, Inc. and Page E. Greer (excluding
related exhibits).
2. Promissory Note by and between Page E. Greer and
Patricia R. Greer, as makers, and Security
National Financial Corporation, as holder.
3. Pledge Agreement by and between Page E. Greer and
Patricia R. Greer, as debtors, and Security
National Financial Corporation, as secured party.
4. Option Agreement by and among Page E. Greer,
Patricia R. Greer, Security National Financial
Corporation and Greer-Wilson Funeral Home, Inc.
5. Consultation and Noncompetition Agreement by and
among Security National Financial Corporation,
Greer-Wilson Funeral Home, Inc., Page E. Greer
and Patricia R. Greer.
6. Guaranty by and among Security National Financial
Corporation, Page E. Greer and Patricia R. Greer.
7. Irrevocable Stock Proxy by and among Security
National Financial Corporation, Page E. Greer and
Patricia R. Greer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SECURITY NATIONAL FINANCIAL CORPORATION
(Registrant)
Date: April 19, 1995 By: Scott M. Quist
-------------- ---------------
First Vice President,
General Counsel and
Treasurer
Exhibit Index
Current Report on Form 8-K
SECURITY NATIONAL FINANCIAL CORPORATION
Exhibit No.
10.1 Stock Issuance Agreement by and among Security
National Financial Corporation, Greer-Wilson Funeral
Home, Inc. and Page E. Greer (excluding related
exhibits).
10.2 Promissory Note between Page E. Greer and Patricia
R. Greer, as makers, and Security National Financial
Corporation, as holder.
10.3 Pledge Agreement by and between Page E. Greer and
Patricia R. Greer, as debtors, and Security National
Financial Corporation, as secured party.
10.4 Option Agreement by and among Page E. Greer,
Patricia R. Greer, Security National Financial
Corporation and Greer-Wilson Funeral Home, Inc.
10.5 Consultation and Noncompetition Agreement by and
among Security National Financial Corporation,
Greer-Wilson Funeral Home, Inc., Page E. Greer and
Patricia R. Greer.
10.6 Guaranty by and among Security National Financial
Corporation, Page E. Greer and Patricia R. Greer.
10.7 Irrevocable Stock Proxy by and among Security
National Financial Corporation, Page E. Greer and
Patricia R. Greer.
STOCK ISSUANCE AGREEMENT
by and among
SECURITY NATIONAL FINANCIAL CORPORATION
and
GREER-WILSON FUNERAL HOME, INC.
AND PAGE E. GREER
Providing for the issuance of 97,800 shares of
Common Stock of Greer-Wilson Funeral Home, Inc.
March 8, 1995
TABLE OF CONTENTS
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I - THE TRANSACTIONS
1.1 Issuance of Shares. . . . . . . . . . . . . . . . 1
1.2 Agreement to Consummate transactions. . . . . . . 1
1.3 Board of Director Approval. . . . . . . . . . . . 1
1.4 Closing . . . . . . . . . . . . . . . . . . . . . 1
1.5 Contribution of Capital . . . . . . . . . . . . . 2
1.6 Issuance of Shares. . . . . . . . . . . . . . . . 2
1.7 Condition Precedent to SNFC's Obligations . . . . 2
1.8 Conditions Precedent to the Company's Obligations 2
1.9 Consummation of Transactions. . . . . . . . . . . 2
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1 Corporate Existence . . . . . . . . . . . . . . 2
2.2 Subsidiaries. . . . . . . . . . . . . . . . . . . 2
2.3 Capital Stock of Greer-Wilson Funeral Home. . . . 2
2.4 Financial Statements by the Company . . . . . . . 2
2.5 Timely Tax Filing . . . . . . . . . . . . . . . . 3
2.6 Assets Free of Encumbrances . . . . . . . . . . . 3
2.7 Litigation. . . . . . . . . . . . . . . . . . . . 3
2.8 Corporate transactions. . . . . . . . . . . . . . 3
2.9 No Contingent Liabilities . . . . . . . . . . . . 4
2.10 Financial Condition . . . . . . . . . . . . . . . 4
2.11 No Finders Fee. . . . . . . . . . . . . . . . . . 5
2.12 Authority . . . . . . . . . . . . . . . . . . . . 5
2.13 List of Contracts . . . . . . . . . . . . . . . . 5
2.14 Collective Bargaining Agreements. . . . . . . . . 5
2.15 Overtime, Back Wage, Vacation and
Discrimination Claims . . . . . . . . . . . . . . 5
2.16 Profit Share Arrangements, Bonuses. . . . . . . . 6
2.17 Pension and Other Deferred Compensation . . . . . 6
2.18 Benefit Claims. . . . . . . . . . . . . . . . . . 6
2.19 No Discrimination . . . . . . . . . . . . . . . . 6
2.20 Hazardous Waste in Environmental Matters. . . . . 6
2.21 Change in Condition . . . . . . . . . . . . . . . 6
2.22 Intellectual Property . . . . . . . . . . . . . . 7
2.23 Employees . . . . . . . . . . . . . . . . . . . . 7
2.24 Powers. . . . . . . . . . . . . . . . . . . . . 7
2.25 Agreements. . . . . . . . . . . . . . . . . . . . 7
2.26 No Misrepresentations . . . . . . . . . . . . . . 7
2.27 Compliance with Laws. . . . . . . . . . . . . . . 7
2.28 Licenses and Registrations. . . . . . . . . . . . 8
2.29 Amended and Revised Articles, Bylaws, Officers
and Directors, Minutes. . . . . . . . . . . . . . 8
ARTICLE III - COVENANTS OF THE COMPANY AND GREER
3.1 Miscellaneous . . . . . . . . . . . . . . . . . . 8
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SNFC
4.1 Corporate Existence . . . . . . . . . . . . . . . 9
4.2 Corporate Authority . . . . . . . . . . . . . . . 9
4.3 Compliance. . . . . . . . . . . . . . . . . . . . 9
4.4 Consents and Authorizations . . . . . . . . . . . 9
4.5 10-K, 10-Q and 8-K Reports Filed with Securities
and Exchange Commission . . . . . . . . . . . . . 9
4.6 No Misrepresentations . . . . . . . . . . . . . 10
4.7 Change in Condition . . . . . . . . . . . . . . 10
4.8 Long Term Ability of SNFC to Meet Obligations . 10
4.9 No Finder's Fee . . . . . . . . . . . . . . . . 10
ARTICLE V - COVENANTS OF SNFC
5.1 Investigation of Financial Condition. . . . . . 10
5.2 Cooperation with Respect to Filings . . . . . . 10
ARTICLE VI - CONDITIONS OF THE CLOSING - COMPANY
6.1 Correct Representations . . . . . . . . . . . . 11
6.2 Legal Opinion . . . . . . . . . . . . . . . . . 11
6.3 Resignations. . . . . . . . . . . . . . . . . . 11
6.4 Consultation and Noncompetition Agreement . . . 11
ARTICLE VII - CONDITIONS OF THE CLOSING - SNFC
7.1 Correct Representations . . . . . . . . . . . . 12
7.2 Legal Opinion . . . . . . . . . . . . . . . . . 12
ARTICLE VIII
8.1 Consultation and Noncompetition Agreement . . . 12
ARTICLE IX - INVESTMENT REPRESENTATIONS AND WARRANTIES OF
SNFC
9.1 Accredited Investor . . . . . . . . . . . . . . 13
9.2 Investment Knowledge. . . . . . . . . . . . . . 13
9.3 Knowledge of Business Affairs . . . . . . . . . 13
9.4 Investment Purpose. . . . . . . . . . . . . . . 13
9.5 Restricted Shares . . . . . . . . . . . . . . . 13
ARTICLE X - STOCK PLEDGE IN EVENT OF DEFAULT BY COMPANY
10.1 Pledge. . . . . . . . . . . . . . . . . . . . . 13
10.2 Voting Rights . . . . . . . . . . . . . . . . . 14
10.3 Dividends . . . . . . . . . . . . . . . . . . . 14
10.4 Default . . . . . . . . . . . . . . . . . . . . 14
10.5 Rights and Remedies . . . . . . . . . . . . . . 14
ARTICLE X - MISCELLANEOUS
11.1 Right to Proceed. . . . . . . . . . . . . . . . 14
11.2 Survival of Representations . . . . . . . . . . 14
11.3 Indemnification by Greer and the Company. . . . 15
11.4 Attorneys' Fees . . . . . . . . . . . . . . . . 15
11.5 Governing Law . . . . . . . . . . . . . . . . . 15
11.6 Severability. . . . . . . . . . . . . . . . . . 15
11.7 Notices . . . . . . . . . . . . . . . . . . . . 15
11.8 Agreement for the Benefit of the Parties. . . . 16
11.9 Knowledge of Party. . . . . . . . . . . . . . . 16
11.10 Headings. . . . . . . . . . . . . . . . . . . . 16
11.11 Amendments. . . . . . . . . . . . . . . . . . . 16
11.12 Counterparts. . . . . . . . . . . . . . . . . . 16
11.13 Binding Agreement . . . . . . . . . . . . . . . 16
STOCK ISSUANCE AGREEMENT
THIS STOCK ISSUANCE AGREEMENT (the "Agreement") is made and
entered into effective as of this 8th day of March, 1995, by
and among Security National Financial Corporation, a Utah
corporation ("SNFC"), Greer-Wilson Funeral Home, Inc., an
Arizona corporation (the "Company") and Page E. Greer
(hereinafter "Greer").
W I T N E S E T H:
WHEREAS, SNFC desires to receive from the Company, and the
Company desires to issue to SNFC 97,800 newly issued and
authorized shares of Common Stock of the Company, no par value
(the "Shares"), representing after the issuance of such Shares
97.8% of the total issued and outstanding shares of Common
Stock of the Company; and
WHEREAS, Page E. Greer is currently the President and a
director of the Company;
NOW THEREFORE, in consideration of the premises and the mutual
and dependent promises hereinafter contained, the parties
hereto do represent, warrant, covenant and agree as follows:
ARTICLE I
THE TRANSACTION
1.1 Issuance of Shares.
------------------
The Company agrees to issue and deliver to SNFC the shares
upon the terms and conditions described in this Article.
1.2 Agreement to Consummate Transactions.
------------------------------------
Subject to the terms and conditions of this Agreement, SNFC and the Company
agree to consummate or cause to be consummated the transaction
contemplated by Paragraphs 1.3 through 1.9 of this Agreement
(the "Transaction").
1.3 Board of Director Approval.
--------------------------
SNFC will submit to its Board of Directors for approval this Agreement at
a meeting to be held on or before March 8, 1995, or on such later date as
may be agreed to by the parties. This Agreement must be
approved without condition by the Board of Directors of SNFC
at such meeting as a condition precedent to SNFC's obligations
under this Agreement.
1.4 Closing.
--------
The Closing with respect to the Transaction shall be held on
March 8, 1995, at 4:00 p.m., local time at the offices of Farley,
Robinson & Larsen, 100 West Clarendon, Suite 200, Phoenix, Arizona,
or at such earlier or later time and such place as may be agreed upon
by the parties, such time being referred to herein as "Closing."
1.5 Contribution of Capital.
-----------------------
In consideration for the issuance of the Shares to SNFC at the Closing,
SNFC agrees (i) to contribute $430,000 to the Company for the
payment of the accounts payable, including preneed deposits, as set
forth in Schedule 1.5 hereof (the "Accounts Payable") or to assume
payment of the Accounts Payable, and (ii) to pay, renegotiate,
bring current or refinance the Company's existing mortgage
loan indebtedness.
1.6 Issuance of Shares.
-------------------
The Company agrees to issue and deliver to SNFC the Shares
consisting of 97,800 shares of the Company's Common Stock. At the
Closing Date, the Company will deliver the stock certificate
representing the the Shares to SNFC.
1.7 Condition Precedent to SNFC's Obligations.
------------------------------------------
The Company shall furnish to SNFC a description of the real and
personal properties owned by the Company.
1.8 Conditions Precedent to the Company's Obligations.
--------------------------------------------------
Prior to Closing, SNFC shall furnish to the Company the
following:
(a) None.
1.9 Consummation of Transaction.
----------------------------
If at the Closing no condition exists which would permit any
of the parties to terminate the Agreemrent or a condition then
exists and the party entitled to terminate because of that condition
elects not to do so, then the Transaction shall be consummated on
such date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND GREER
The Company and Greer represent, warrant and agree as follows:
2.1 Corporate Existence.
--------------------
The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Arizona, having
full corporate power and authority to own all its respective
properties and to carry on its business as it is now being conducted.
2.2 Subsidiaries.
-------------
The Company has no subsidiaries or equity interest in other
corporations except as set forth on Schedule 2.2.
2.3 Capital Stock of Greer-Wilson Funeral Home.
-------------------------------------------
The Company has an authorized capital stock consisting of 100,000
shares of common stock, no par value, of which 2,200 shares
are issued and outstanding, fully paid and nonassessable. The
Company does not have outstanding any options or warrants to
purchase, or contracts to issue, or contracts or any other
rights entitling anyone to acquire securities convertible into
shares of its capital stock.
2.4 Financial Statements by the Company.
------------------------------------
Attached hereto and incorporated herein by this reference
as Exhibits A and B, respectively, is the Company's financial
statements for the year ended March 31, 1994, and the Company's
most current financial statement reflecting the period from April 1,
1994 to September 30, 1994 (the "Interim Statement"), including a
balance sheet and statement of operations. To the best of
Greer's and the Company's knowledge, the foregoing financial
statements fairly reflect the condition of the Company as of
the time of such statements, and shall not contain any
materially false statements of fact or omit to state a fact
necessary to make the statements set forth therein not
misleading in light of the circumstances under which such
statements are made.
2.5 Timely Tax Filing.
------------------
In respect of these matters which materially affect the operations
of the Company or the value of its assets, and to the best of Greer's
and the Company's knowledge, the Company has filed all federal, state
and local tax returns required to be filed by it and has paid all
federal, state and local taxes required to be paid with
respect to the periods covered by such returns, except for the
property taxes that are due and owing on certain real property
owned by the Company. Except for such unpaid personal and
real property taxes, the Company is not delinquent in the
payment of any tax assessment, or government charge, nor does
the Company have any tax deficiencies proposed or assessed
against it, and the Company has not executed any waiver of the
statute of limitations on the assessment or collection of any
tax.
2.6 Assets Free of Encumbrances.
----------------------------
Except as set forth in Schedule 2.6, and to the extent that ownership of
any of the following is material to the operations of the Company or the
value of its assets, to the best of Greer's and the Company's
knowledge, the Company owns free and clear of any lien, claim,
charge, option or encumbrance all the property reflected in
its September 30, 1994 balance sheet and the Interim Statement
to be included as Exhibit B hereof and all the property
acquired by it since such dates, except such property as has
been disposed of by it in the ordinary course of business.
2.7 Litigation.
-----------
Except as set forth in Schedule 2.7 and Exhibit C, attached
hereto and incorporated herein by this reference, there are no actions,
suits or proceedings pending or, to the best of Greer's and the Company's
knowledge, threatened against or affecting the Company, including any of
its properties, or any aspect of its business, which may
materially affect the operations of the Company or the value
of its assets, and the Company is not charged with or, to the
best of Greer's and the Company's knowledge, under
investigation with respect to any violation of any provisions
of any federal, state or local law or administrative rule or
regulation.
2.8 Corporate Transactions.
-----------------------
Except for contracts referred to in Schedule 2.8 and Exhibit C hereto,
to the best of Greer's and the Company's knowledge, the Company is not a
party or subject to (i) any agreement with any officer,
director, consultant or employee which is not terminable by it
at a cost not in excess of one month's salary or wages, (ii)
any contract or agreement with any labor union, (iii) any
lease with respect to any property, real or personal, which is
not terminable by it on not more than 30 days notice, (iv) any
license agreement, whether as licensor or licensee, (v) any
contract or agreement for the purchase of any commodity,
material, or equipment not in the ordinary course of business,
except such purchase orders for less than $500 each, such
orders not exceeding $5,000 in the aggregate, (vi) any
contract or agreement entered into otherwise than for the sale
of its products in the ordinary course of business, (vii) any
contract or agreement including an expenditure by the Company
not in the ordinary course of business and more than $1,000,
(viii) any contract or agreement which is not terminable by it
on not more than 90 days' notice, or (ix) any contract or
agreement not assignable without the consent of some other
person or party.
2.9 No Contingent Liabilities.
--------------------------
To the best of Greer's and the Company's knowledge, and to the extent
the following may be material to the operations or value of assets of the
Company, there are no liabilities of the Company contingent or
otherwise, whether or not accrued or accruable and whether or
not determined or determinable, other than liabilities which
are reflected or for which an adequate reserve has been
provided on the September 30, 1994 balance sheet and the
Interim Statement of the Company as reflected in this
Agreement and other than liabilities incurred by the Company
in the ordinary course of business since such dates.
2.10 Financial Condition.
--------------------
Except as set forth in Schedule 2.10 and Exhibit C hereto, to the best
of Greer's and the Company's knowledge, since the date of the Interim
Statement there has not been:
(a) Any material adverse change in the financial
condition, assets, liabilities, business or operations of the
Company other than changes in the ordinary course of its
business, none of which has been materially adverse;
(b) Any damage, destruction or loss (whether or not
covered by insurance) materially and adversely affecting any
property or the business of the Company;
(c) Any declaration, setting aside, or payment of a
dividend or other distribution in respect of the capital stock
of the Company or other direct or indirect redemption,
purchase or other acquisition of any of its stock;
(d) Any increase in the rate of compensation payable or
to become payable by the Company to any of its officers,
employees or agents over the rates in effect other than
general increases to personnel made in accordance with past
practice;
(e) Any disposition, mortgage, pledge, or subjection to
any lien, claim, charge, option or encumbrance of any property
or asset of the Company, any commitment or any liability
incurred by the Company or any cancellation or compromise of
any debt or claim of the Company, which would materially and
adversely affect the properties or the business of the
Company.
(f) Any discharge or satisfaction by the Company of any
lien, claim, charge, option or encumbrance or payment by it of
any obligation or liability which was not incurred in the
ordinary course of its business; or
(g) Any waiver of any right of the Company of
substantial value.
2.11 No Finder's Fee.
----------------
Neither the Company nor Greer has employed any broker, finder or agent
or incurred any brokerage commission, finder's fee or agency commission
in connection with the Transaction contemplated by this Agreement.
2.12 Authority.
----------
The Company has the full power and authority to carry out the terms of
this Agreement and has taken all requisite action to authorize the
execution and delivery of all documents that may be required to
complete the Transaction. This Agreement has been duly executed and
delivered by the Company and is enforceable against the
Company in accordance with its terms.
2.13 List of Contracts.
-------------------
To the best of Greer's and the Company's knowledge, Schedule 2.13 and
Exhibit C hereto contain a list of all material contracts (including
a form of each kind of preneed contract), together with their expiration
dates, to which the Company is a party. The Company and Greer
have furnished to SNFC a list of all preneed contracts,
including the name of each owner and the date of the contract.
2.14 Collective Bargaining Agreements.
---------------------------------
The Company is not a party or bound by any collective bargaining
agreement or other labor agreement with any bargaining agent
(exclusive or otherwise) of any of its employees.
2.15 Overtime, Back Wage, Vacation and Discrimination
Claims. -------------------------------------------------
- --------
Except as described in Schedule 2.15 and Exhibit C
hereto, to the best of Greer's and the Company's knowledge, no
present or former employee of the corporation has any claim
against the Company (whether under federal or state law, under
employment agreement, or otherwise) on account of or for (i)
overtime pay, other than overtime pay done in the current
payroll period; (ii) wages or salary for any period other than
the current payroll period; (iii) any material violation of
any statute, ordinance or regulation relating to minimum wages
or maximum hours of work; (iv) vacation, personal, or sick
pay; or, (v) wrongful termination of employment or breach of
employment agreement. No person or party (including but not
limited to governmental agencies of any kind) has filed, or to
the knowledge of the Company, has threatened to file any claim
against the Company under or rising out of any statute,
ordinance or regulation relating to discrimination of
employment or employment practices.
2.16 Profit Share Arrangements, Bonuses.
-----------------------------------
To the best of Greer's and the Company's knowledge, the Company is not a
party to or obligated by any contract, agreement or undertaking by the terms
of which any person, firm, corporation, business trust or other entity is
or may be entitled to share in the gross receipts, earnings or profits
of the Company.
2.17 Pension and Other Deferred Compensation.
----------------------------------------
To the best of Greer's and the Company's knowledge, the Company has no
pension or retirement income plan, contract or arrangement in
force. The Company has no deferred compensation contracts or
arrangements with any person or party whatsoever or any
residual liability under any such plan.
2.18 Benefit Claims.
---------------
To the best of Greer's and the Company's knowledge, no person has any
material claim under which the Company has any material liability under
any health, sickness, disability, medical, surgical, hospital, or similar
benefit plan or arrangement maintained by the Company or to or
by which the Company is obligated under any workmen's
compensation or similar fully covered subject only to standard
deductibles by insurance maintained with reputable financially
responsible insurers licensed or permitted to do business in
Arizona.
2.19 No Discrimination.
------------------
To the best of Greer's and the Company's knowledge, the Company has not
unlawfully discriminated with respect to any employee, contract holder,
agent or other person.
2.20 Hazardous Waste in Environmental Matters.
-----------------------------------------
To the best of Greer's and the Company's knowledge, (a) no toxic or
hazardous waste, substance, or material of any kind or nature
has been stored at, disposed of, or is located in, on, or
about the premises owned by the Company; (b) no toxic or
hazardous waste substance or material of any kind has been
buried or accumulated in, on, or about the premises or has
been used in the Company's business. The premises are not
contaminated by and do not contain any hazardous or toxic
waste, substance or material, except those commonly used in
mortuaries; (c) no permit is required from any environmental
protection agency for the use or maintenance of the premises;
and (d) no notice of any kind has been received by the Company
from any governmental authority alleging that the Company has
failed to comply with any applicable law, ordinance,
regulation, statute, rule or restriction relative to hazardous
waste, substance, or material environmental matters pertaining
to or affecting the premises or its businesses.
2.21 Change in Condition.
--------------------
Since September 30, 1994, except as set forth in Schedule 2.21 and
Exhibit C hereto, there has been no change in the assets or liabilities
or financial or business condition of the Company from that set
forth in the most recent balance sheet except changes in the
ordinary course of business, none of which individually or in
the aggregate has been materially adverse to the Company.
Since the date of the most recent balance sheet, the Company
has not been adversely affected in any manner as a result of
any fire, explosion, accident, flood, earthquake, strike,
lock-out, labor dispute, confiscation, condemnation, eminent
domain proceedings, or purchase of any property by
governmental authority, whether covered by insurance or not.
2.22 Intellectual Property.
----------------------
Schedule 2.22 and Exhibit C hereto disclose all known trade names and
other intellectual property rights in which the Company has an interest
and the nature of that interest and whether any interest is subject to
the rights of any other person. The Company and Greer
authorize SNFC with the right to continue to use the name of
Greer, Greer-Wilson or Greer-Wilson Funeral Home.
2.23 Employees.
----------
Schedule 2.23 contains the names and current annual compensation of each
of the employees of the Company, any bonus or other form of compensation of
such employees (whether paid, payable, or promised) for the
immediately preceding fiscal year and the current fiscal year
of the Company.
2.24 Powers.
-------
The Company has no outstanding Powers of Attorney which will
not be revoked as of the Closing Date.
2.25 Agreements.
-----------
The Company has provided SNFC with copies of all material agreements,
arrangements and commitments which, to the Company's knowledge,
exist and to which the Company is a party or by which it is in any way
affected or obligated (including a summary of material oral
agreements). All the agreements are valid by their terms and
in full force and effect and there is no existing default
under them. All the agreements can be performed within the
time and in accordance with the terms and conditions of those
agreements. The Company has not waived any material right,
made any compromise under any agreements nor is any party to
the agreements indicated that it intends to cancel or
terminate or to exercise or not exercise any options under any
of the agreements.
2.26 No Misrepresentations.
----------------------
Notwithstanding anything to the contrary in this Agreement, to
the best of Greer's and the Company's knowledge, (i) all the
representations and warranties under this Agreement and all
exhibits and data provided by the Company are true and correct
and fully present the matters set forth and none of them omit
any material fact, or matter necessary to make the data provided
or to not make the data misleading; and (ii) there is no matter
known to Greer not disclosed in this Agreement or the exhibits thereto
which would have a material adverse impact on the Company's
business or future prospects.
2.27 Compliance with Laws.
---------------------
To the best of Greer's and the Company's knowledge, the Company has
complied with and is in compliance with, in all material respects, all
federal, state and local laws and regulations and all foreign laws and
regulations applicable to them, their properties and their
business, the violation of which would have a material adverse
effect on their business, properties, operations or financial
condition.
2.28 Licenses and Registrations.
---------------------------
To the best of Greer's and the Company's knowledge, the Company has all
permits, governmental licenses, registrations, certifications and
approvals (collectively "Approvals") necessary to carry on its
business as required by law or the rules and regulations of
any federal, state, county or local association, corporation
or governmental agency, body, instrumentality or commission
having jurisdiction over it, except for such approvals, the
lack of which would not have a material adverse effect on the
financial condition or the business of the Company.
2.29 Amended and Revised Articles, Bylaws, Officers and
Directors, Minutes. --------------------------------------
- -------------------
The Company's Articles of Incorporation and Bylaws are in full force and
effect in the form delivered to SNFC, and its current officers and directors
are as set forth in Schedule 2.29. The minutes of meetings of the Board
of Directors and shareholders of the Company as set forth in
the respective minute books of the Company, which have been
delivered to SNFC, accurately reflect the actions taken by
such bodies on behalf of such entities.
ARTICLE III
COVENANTS OF THE COMPANY AND GREER
3.1 Miscellaneous.
--------------
The Company and Greer covenant and agree that from and after September 30,
1994, the ending date of the Interim Statement, and until the Closing:
(a) SNFC, through its own accountants, agents, attorneys
and representatives, may make such investigation of the
financial condition, properties, assets and business of the
Company as it may deem advisable; such investigation shall
not, however, affect the representations and warranties made
by the Company and Greer herein. The Company will permit SNFC
and its representatives to have reasonable access to the
premises and to all the books and records of the Company, and
the Company will furnish to SNFC such financial and operating
data and other information with respect to the business and
properties of the Company as SNFC may from time to time
reasonably request;
(b) The Company will carry on its business diligently
and substantially in the same manner as heretofore;
(c) The Company will not declare, set aside, pay, or
make any dividend or other distribution in respect of its
capital stock or make any direct or indirect redemption,
purchase or other acquisition of any of its capital stock;
(d) The Company will not issue or agree to issue any
shares of its capital stock, except to SNFC as described
herein;
(e) Except as disclosed in Article II of this
Agreement, including the Schedules thereto, the Company will
not incur any liability or obligation, make any commitment or
disbursement, acquire or dispose of any property or asset,
make any contract or agreement, or engage in any transaction,
except in the ordinary course of its business;
(f) The Company will not subject itself to any lien,
claim, charge, option or encumber any of its properties or
assets other than in the ordinary course of business;
(g) The Company will not amend its Articles of
Incorporation or its Bylaws other than as requested by SNFC;
and
(h) The Company will use its best efforts to preserve
its business organization intact, to keep available its
present employees, and to its present relationships with
contract holders and others having business dealings with it.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SNFC
4.1 Corporate Existence.
--------------------
SNFC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Utah.
4.2 Corporate Authority.
--------------------
SNFC has the corporate power and authority to carry out the terms of the
Agreement and have taken all requisite corporate action to authorize the
execution and delivery of all documents that may be required
to complete the Transaction. This Agreement has been duly
executed and delivered by SNFC in accordance with its terms.
4.3 Compliance.
-----------
The execution and delivery of this Agreement and completion of the
Transaction do not (and will not with notice or passage of time or both)
violate the provisions of (a) the Articles of Incorporation or Bylaws of
SNFC; (b) any contract that is material to the business of
SNFC; or (c) any regulation or court order applicable to SNFC
or any of its properties.
4.4 Consents and Authorizations.
----------------------------
The execution and delivery of this Agreement and completion of the
Transaction do not require SNFC (a) to obtain the consent or approval of
any party to any contract to which SNFC is a party or by which
SNFC or any of its properties is bound, or (b) to notify or
obtain any permit, authorization or approval of any federal,
state, local, or other governmental agency or body.
4.5 10-K, 10-Q and 8-K Reports Filed with Securities and
Exchange Commission.----------------------------------------
- --------------------
Attached hereto and incorporated herein by this reference as Exhibits D, E
and F, respectively, are the Company's latest and most current 10-K, 10-Q
and 8-K Reports. SNFC warrants that the 10-K, 10-Q and 8-K Reports
are true and correct copies of the latest 10-K, 10-Q and 8-K
Reports of SNFC filed with the Securities and Exchange
Commission.
4.6 No Misrepresentations.
----------------------
SNFC warrants that all the representations and warranties under this
Agreement and all exhibits and data provided by SNFC are true and correct
and fully present the matters set forth and none of them omit any
material fact, or matter necessary to make the data provided
misleading.
4.7 Change in Condition.
--------------------
Except as set forth in Schedule 4.7 and the 10-Q and 8-K Reports attached
hereto as Exhibits E and F, respectively, to the best of SNFC's knowledge,
since September 30, 1994, there has not been any material adverse
change in the financial condition, assets, liabilities,
business or operations of SNFC other than changes in the
ordinary course of its business, none of which has been
materially adverse to SNFC.
4.8 Long Term Ability of SNFC to Meet Obligations.
----------------------------------------------
To the best of SNFC's knowledge, there are no material
liabilities of SNFC contingent or otherwise, whether or not
accrued or accruable and whether or not determined or
determinable, other than liabilities which are reflected in
the Company's most recent balance sheet or for which an
adequate reserve has been provided and other liabilities
incurred by SNFC in the ordinary course of business which
would materially affect the ability of SNFC to guarantee to
remit the payments due Greer under the terms of the
Consultation and Noncompetition Agreement of even date
herewith for the next ten (10) years.
4.9 No Finder's Fee.
----------------
SNFC has not employed any broker, finder or agent or incurred
any brokerage commission, finder's fee or agency commission in
connection with the Transaction contemplated by this Agreement.
ARTICLE V
COVENANTS OF SNFC
5.1 Investigation of Financial Condition.
-------------------------------------
The Company and Greer may, through their own accountants, agents,
attorneys and representatives, ask such investigation of the
financial condition, properties, assets and business of SNFC
as they may deem advisable; such investigation shall not,
however, affect the representations and warranties made by
SNFC herein. SNFC will permit the Company and Greer to have
access to the premises and to all the books and records of
SNFC and it will furnish to the Company and Greer such
financial and operating data and other information with
respect to the business and properties of SNFC as the Company
or Greer may from time to time reasonably request.
5.2 Cooperation with Respect to Filings.
------------------------------------
SNFC agrees it will take all actions necessary and appropriate to acquire
any requisite governmental approvals for the Transaction.
This action on the part of SNFC shall include cooperation with
the management and agents of the Company in obtaining any
requisite approvals.
ARTICLE VI
CONDITIONS OF THE CLOSING - THE COMPANY
The obligations of SNFC under this Agreement are subject to
the satisfaction at the Closing of each of the following
conditions:
6.1 Correct Representations.
------------------------
Each of the material representations, warranties, covenants and agreements
of the Company set forth in this Agreement shall be substantially
true and correct at and as of the Closing as if it had been
made at and as of such time, and SNFC shall have received a
certificate to such effect.
6.2 Legal Opinion.
--------------
SNFC shall have received the opinion of Farley, Robinson & Larsen, counsel
for the Company, dated the same day as the Closing, to the effect that:
(a) The Company has 2,200 shares outstanding and has
full power and authority to issue the 97,800 Shares which will
represent 97.8% of all shares of common stock issued and
outstanding following the issuance of such Shares.
(b) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Arizona and has full corporate power and authority to own all
its properties and to carry on its business as it is now being
conducted;
(c) This Agreement has been duly authorized and validly
executed and delivered by the Company, constitutes its binding
agreement and is enforceable against the Company in accordance
with its terms (except as limited by the laws affecting
generally the rights of creditors);
(d) So far as is known to such counsel, all consents or
authorizations of any governmental authority or other person
required as a condition precedent to the consummation of the
Transaction contemplated hereby have been obtained;
(e) So far as is known to such counsel, and except as
set forth in Schedule 6.2, attached hereto, there are no
actions, suits, or proceedings pending or threatened against
or affecting the corporation, any of its properties or any
aspect of its business, and the Company is not charged with,
or under investigation with respect to, any violation of any
provisions of any federal, state or local law or
administrative rule or regulation.
6.3 Resignations.
-------------
SNFC shall have received the resignations of such officers and directors of
the Company as it may request.
6.4 Consultation and Noncompetition Agreement.
------------------------------------------
SNFC shall have received the signature called for on the
Consultation and Noncompetition Agreement (attached as Exhibit
G).
ARTICLE VII
CONDITIONS OF THE CLOSING - SNFC
7.1 Correct Representations.
------------------------
Each of the material representations, warranties, covenants and
agreements of SNFC contained in this Agreement shall be true and
correct at and as of the closing as if it had been made at such time.
7.2 Legal opinion.
--------------
The Company shall have received the opinion of Mackey Price and Williams,
counsel for SNFC, dated the same day as the Closing, to the effect that:
(a) SNFC is duly organized, validly existing and in good
standing under the laws of the State of Utah and has full
corporate power and authority to own all its properties and to
carry on its business as it is now being conducted;
(b) This Agreement has been duly authorized and validly
executed and delivered by SNFC, constitutes its binding
agreement and is enforceable against SNFC in accordance with
its terms (except as limited by the laws affecting generally
the rights of creditors);
(c) All proceedings required by law or by the provisions
of this Agreement to be taken by SNFC in connection with the
Transaction contemplated hereby have been duly and validly
taken;
(d) So far as is known to such counsel, all consents or
authorizations of any governmental authority or other person
required as a condition precedent to the consummation of the
Transaction contemplated hereby have been obtained;
(e) So far as is known to such counsel, there are no
actions, suits, or proceedings pending or threatened against
or affecting SNFC, are not charged with, or under
investigation with respect to, any violation of any provisions
of any federal, state or local law or administrative rule or
regulation that would have a material impact on the
performance of SNFC's obligations hereunder.
ARTICLE VIII
8.1 Consultation and Noncompetition Agreement.
------------------------------------------
At the Closing, SNFC, the Company and Page E. Greer and Patricia R.
Greer will enter into a Consultation and Noncompetition
Agreement in the form attached hereto as Exhibit G.
ARTICLE IX
INVESTMENT REPRESENTATIONS AND WARRANTIES OF SNFC
SNFC represents and warrants to the Company and Greer as
follows:
9.1 Accredited Investor.
--------------------
SNFC is an "accredited investor" within the meaning of Rule 501 under the
Securities Act of 1933, as amended (the "Securities Act") and was not
organized for the specific purpose of acquiring the Shares;
9.2 Investment Knowledge.
---------------------
SNFC has sufficient knowledge and experience in investing in companies
similar to the Company in terms of the Company's stage of development and
type of business so as to be able to evaluate the risks and
merits of its investment in the Company and it is able
financially to bear the risks thereof;
9.3 Knowledge of Business Affairs.
------------------------------
SNFC has had an opportunity to discuss the Company's business, management
and financial affairs with the Company's management;
9.4 Investment Purpose.
--------------------
The Shares being purchased by it are being acquired for its own account for
the purpose of investment and not with a view to or for sale in connection
with any distribution thereof; and
9.5 Restricted Shares.
------------------
SNFC understands that (i) the Shares have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from
the registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 505 or 506 promulgated under the
Securities Act, (ii) the Shares must be held indefinitely
unless a subsequent disposition thereof is registered under
the Securities Act or is exempt from such registration, (iii)
the Shares will bear a legend to such effect, and (iv) the
Company will make a notation on its transfer books to such
effect.
ARTICLE X
STOCK PLEDGE IN EVENT OF DEFAULT BY SNFC
10.1 Pledge.
-------
SNFC hereby pledges 97,800 Shares, or 97.8% of the issued and outstanding
shares of Common Stock of the Company after the issuance of such Shares,
represented by Certificate No. 2, duly endorsed and transferred on the books
of the Company, as a security interest to secure the
performance and payment of all obligations of the Company to
the Consultant, however and whenever incurred. The Shares
pledged thereunder shall be released in proportion to the
payments received under the Consultation and Noncompetition
Agreement in the same ratio that such payments received bear
to the total payments to be made thereunder.
10.2 Voting Rights.
--------------
Provided the Company is not in default in the performance of any terms of the
Consultation and Noncompetition Agreement, SNFC shall retain all voting
rights of the pledged shares. The Consultant may only vote
the stock in the event of a default and only during such
period of default.
10.3 Dividends.
----------
All amounts received by SNFC as dividends on the pledged shares shall be
retained by SNFC unless the Company shall be in default in the performance of
any terms of the Consultation and Noncompetition Agreement. In the event
of such default and only during such period of default, all
dividends on the pledged shares shall be applied toward the
payment of the obligations of the Company to the Consultant
under the Consultant and Noncompetition Agreement.
10.4 Default.
---------
The Company shall be in default under this Agreement upon failure by it to
either perform or render payment as set forth in this Agreement and in the
event of: (i) dissolution, termination of existence, insolvency,
business failure, appointment of receiver of any part of the
property of the Company, assignment for the benefit of
creditors, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against the Company; (ii)
a sale, assignment, transfer, pledge or other disposition of
the shares pledged herein by SNFC without the prior written
consent of the Consultant first having been obtained, which
consent shall not be unreasonably withheld.
10.5 Rights and Remedies.
--------------------
All rights and remedies of the Consultant hereunder are cumulative.
Upon the happening of any default, the Consultant's rights and
remedies with respect to the stock shall be those of a secured
party under the Arizona Uniform Commercial Code and under any
other applicable law as the same may from time to time be in effect,
in addition to those rights granted herein and in any other
agreement now or hereafter in effect between the Company, SNFC
and the Consultant with respect to the subject matter hereof.
The Company and SNFC agree to pay all reasonable costs and
expenses incurred by the Consultant in enforcing this
Agreement and in realizing upon the stock, including
reasonable attorney's fees.
ARTICLE XI
MISCELLANEOUS
11.1 Right to Proceed.
-----------------
Anything in this Agreement to the contrary notwithstanding, if any one or
more of the conditions specified in Article VI hereof have not been
satisfied, SNFC shall have the right, in addition to any other right which
may be available, nevertheless to proceed with the Transaction;
and if the conditions specified in Article VII hereof have not
been satisfied, the Company shall have the right, in addition
to any other right which may be available to it, nevertheless
to proceed with the Transaction.
11.2 Survival of Representations.
----------------------------
The Company, SNFC and Greer agree that the representations, warranties and
agreements herein contained shall survive the consummation of
the Transaction contemplated hereby.
11.3 Indemnification by Greer and the Company.
-----------------------------------------
Subject to Articles IV and IX hereof with respect to representations and
warranties, the Company and Greer hereby agree to indemnify
SNFC and to hold it harmless for a period of one year from the
date of Closing against and in respect of any and all claims,
liabilities, losses, damages, costs and expenses resulting
from any misrepresentation, breach of warranty, or non-
fulfillment of any obligation on the part of Greer and the
Company under this Agreement or from any misrepresentation in
or omission from any certificate.
11.4 Attorneys' Fees.
----------------
If any party to this Agreement breaches any of its provisions, that party
shall pay all costs, including reasonable attorney's fees and court costs,
which may be required to enforce the terms, conditions, and
covenants of this Agreement or which may be caused to be
incurred by the breach of this Agreement, whether or not legal
action is commenced.
11.5 Governing Law.
---------------
This Agreement shall be construed in accordance with the laws of the State of
Arizona.
11.6 Severability.
-------------
In the event any term, condition or provision of this Agreement
is determined to be illegal, invalid or unlawful by any governmental
agency or Court having jurisdiction hereof, any such illegal, invalid
or unlawful term, condition or provision shall not affect the remaining
terms, conditions and provisions of this Agreement, and the
remaining terms, conditions, and provisions of this Agreement
shall remain in full force and effect.
11.7 Notices.
--------
Any notice required or permitted to be given hereunder shall be deemed
duly given if sent by registered mail, postage prepaid, addressed as follows:
(a) If to the Company or Greer to:
Page E. Greer
APD0 321
San Carlos, Sonora Mexico 85506
With a copy to:
Gregory A. Robinson, Esq.
Farley, Robinson & Larsen
100 West Clarendon, Suite 200
Phoenix, Arizona 85013
(b) If to SNFC to:
Security National Financial Corporation
5300 South 360 West, Suite 310
Salt Lake City, Utah 84123
Attn: Scott M. Quist, First Vice
President, General Counsel and Treasurer
With a copy to:
Randall A. Mackey, Esq.
Mackey Price & Williams
170 South Main, Suite 900
Salt Lake City, Utah 84101
or at such other address as may be furnished in writing by
any such person.
11.8 Agreement for the Benefit of the Parties
This Agreement is intended to be solely for the benefit
of the parties thereto and shall not be deemed to confer any
rights upon or obligate any of the parties to any third
persons.
11.9 Knowledge of Party.
--------------------
Any representation or warranty herein contained made by or on
behalf of a party to the knowledge of such party shall be deemed
to mean and include the knowledge, actual or constructive, after
making reasonable inquiry into the matter.
11.10 Headings.
----------
The descriptive headings of the several Articles, Sections and
Paragraphs of this Agreement are inserted for convenience only
and do not constitute a part of the Agreement.
11.11 Amendments.
-----------
Any and all amendments to this Agreement must be in writing and
executed by all of the parties hereto.
11.12 Counterparts.
--------------
This Agreement may be executed in several counterparts, each
of which shall constitute one and the same Agreement.
11.13 Binding Agreement.
------------------
This Agreement shall be binding upon and shall inure to the benefit
of the Company and SNFC and their successors in interest.
IN WITNESS WHEREOF, the parties to this Agreement have
duly executed it as of the day and year first above written.
SECURITY NATIONAL FINANCIAL CORPORATION,
a Utah corporation
By:
Title:
GREER-WILSON FUNERAL HOME, INC.,
an Arizona corporation
By:
Title:
Page E. Greer
CONSULTATION AND NONCOMPETITION AGREEMENT
-----------------------------------------
IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS HEREINAFTER
CONTAINED, Security National Financial Corporation, a Utah
corporation (hereinafter referred to as "SNFC"), Greer-Wilson
Funeral Home, Inc., an Arizona corporation (hereinafter
referred to as the "Company") and Page E. Greer and Patricia
R. Greer, individual residents of Sonora, Mexico (hereinafter
collectively referred to as the "Consultant"), agree as
follows:
RECITALS
--------
The parties agree to the following representations which are
the agreed basis for this agreement (the "Agreement"):
A. Consultant, Page E. Greer, has been the President and a
director of the Company, and Consultant, Patricia R. Greer has
been a licensed mortician in the Company, and the Company has
been directly or indirectly involved in funerary arrangements,
mortuary ownership and operation, preneed sales and operation
of preneed companies, and other matters, directly or
indirectly, related to the mortuary business.
B. SNFC has been involved in the same business as the Company
in which the Consultant was a key party.
C. SNFC, in order to protect its investment in the acquired
Company, to assure itself of the availability of the
Consultant's expertise and knowledge of past operations, and
to encourage it to go forward with the new capital infusion of
the Company, negotiated for this Consultation and
Noncompetition Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
conditions set forth herein and other good and valuable
consideration, the parties hereby agree as follows:
1. TERM
----
This Agreement shall continue in full force and effect for ten
(10) years. Payments shall be made to the Consultant, Page E.
Greer, so long as he shall live (but not to exceed ten (10)
years), and thereafter be made to his wife, Patricia R. Greer,
who is a licensed mortician and is similarly experienced in
the funeral home business, if she shall survive him and
thereafter to his or her estate but not longer than ten (10)
years from the date of this Agreement as further defined in
paragraph 2.1.
2. CONSULTATION
------------
2.1 The Consultant, at the specific request of the
Company, shall, upon request, provide consulting in relation
to the Company's businesses, activities and funerals. Such
consultation time shall not exceed more than twenty (20) hours
per month. If the Consultant furnishes services in excess of
twenty (20) hours per month, the excess shall be a credit
against time due in any subsequent month. The Consultant need
not furnish any consultation unless specifically requested by
the Company and that a physical or mental inability to render
such consultation shall not affect the payments hereunder and
the same shall continue regardless of physical or mental
disability. The consultation payments shall be made for the
full term regardless of whether or not the Consultant is alive
or able to perform such consultation duties. The consultation
and noncompetition payments are specifically related to the
full term in order to assure the Consultant of a lifetime and
term income even though the primary services will be completed
within a few years from the date of this Agreement.
2.2 Proprietary Information and Intellectual Property.
--------------------------------------------------
The Company shall be the owner of all products and proceeds of
the Consultant's services, including all ideas, concepts,
formats, suggestions, and other intellectual properties that
the Consultant may acquire, obtain or develop in connection
with his past employment by the Company, and his present
engagement by the Company. Further, the Consultant shall,
upon reasonable request, execute all assignments, certificates
or other instruments reasonably requested to evidence,
establish or maintain or perfect any intellectual property or
proprietary information.
3. PAYMENT FOR CONSULTATION
------------------------
Payment for consultation shall commence on the 1st day of
April, 1995, and continue monthly thereafter, at the rate of
$6,000.00 per month for the full term of this Agreement. If
the Consultant has not developed sufficient credits for past
services and, being in good health or otherwise excused as
above provided, refuses to perform under the minimum monthly
consultation required under this Agreement, then the Company
may withhold payment for the next month, but such failure does
not terminate this Agreement and the requirements hereof
continue in subsequent months. Such lapse shall serve to
extend the ten (10) year period.
4. COVENANT NOT TO COMPETE
-----------------------
4.1 Covenant.
---------
The Consultant hereby agrees that he will not directly or indirectly compete
(as defined in Section 4.2 below) with the Company during the term of this
Agreement from the effective date hereof and for a period of five (5)
years from the date this Agreement is terminated in any
geographic area in which the Company does or has done
business.
4.2 Direct and Indirect Competition.
--------------------------------
As used herein, the phrase "directly or indirectly compete" shall include
owning, managing, operating, or controlling, or participating
in the ownership, management, operation, or control of, or
being connected with or having any interest in, as a
stockholder, director, officer, employee, agent, consultant,
assistant, advisor, sole proprietor, partner or otherwise
(whether the Consultant is compensated or uncompensated or
whether the nature of the relationship is formal or informal),
any business (other than the Company's) which is the same as,
or similar to, or competitive with any business conducted or
to be conducted by the Company or any of the Company's
subsidiaries, or inducing employees of the Company to leave
the Company's employ, or soliciting or attempting to solicit
the business of any past, present or potential customer of the
Company; provided however, that this prohibition shall not
apply to ownership of less than one percent (1%) of the voting
stock in companies whose stock is traded on a national
securities exchange or in the over-the-counter market.
4.3 Enforceability.
---------------
If any of the provisions of this Section 4 is held unenforceable, the
remaining provisions shall nevertheless remain enforceable, and the court
making such determination shall modify, among other things, the
scope, duration, or geographic area of this Section to
preserve the enforceability hereof to the maximum extent then
permitted by law.
5. CONFIDENTIAL INFORMATION
------------------------
5.1 Confidential Relationship.
--------------------------
The Consultant recognizes that the Company now possesses
or will posses information of a confidential or secret
nature which has commercial value in the business in
which the Company is engaged (hereinafter referred to as
"Confidential Information"). Confidential Information for
this purpose includes but is not limited to trade secrets,
processes, formulas, computer programs, data, know-how, inventions,
improvements, techniques, marketing plans, product plans,
strategies, forecasts, price lists, vendor lists, financial
reports, information pertaining to production capacity, and
customer lists, whether belonging to the Company or to any of
its customers or suppliers. The Consultant acknowledges that
his employment with the Company creates a relationship of
trust and confidence between him and the Company with respect
to the Confidential Information that he may learn or develop
during the period of this employment with the Company.
5.2 Ownership and Assignment.
--------------------------
The Consultant agrees that all Confidential Information is the
sole property of the Company and its assigns. The Consultant
will promptly disclose all Confidential Information to the
Company upon request, and hereby assigns to the Company
any rights which he may have or which he may acquire in any
Confidential Information.
5.3 Obligation Not to Disclose.
---------------------------
At all times, both while engaged by the Company and after the
termination of this Agreement, the Consultant will keep in
strict confidence all Confidential Information and agrees not
to use or disclose any Confidential Information or anything
relating to it in whole or in part, nor permit others to disclose
or use it in any way, without the prior written consent of the
Company, except as may be necessary in the ordinary course of
performing duties as a consultant of the Company.
5.4 Obligations Upon Termination of Employment.
-------------------------------------------
Upon termination of the Consultant's duties as a Consultant under
Section 2, the Consultant agrees to promptly deliver to the
Company all materials, documents, data, equipment, and other
physical property of any nature containing or pertaining to
any Confidential Information, and further agrees that he will
not take from the Company's premises any such material or
equipment or any reproduction thereof.
6. PAYMENTS FOR NONCOMPETITION
---------------------------
Payments for noncompetition and ancillary restraints
commence on April 1, 1995, and continue monthly at the rate of
$1,000.00 per month, for the full 120 consecutive months.
7. NOTICES AND PAYMENTS
--------------------
All notices and payments shall be delivered to the
following entities or persons at the following addresses, by
placing the same in the United States mail, postage prepaid,
and delivery shall be deemed complete three (3) days after
posting. Notices delivered other than by mail shall be
effective on the date of delivery.
IF TO THE COMPANY:
Security National Financial Corporation
5300 South 360 West, Suite 310
Salt Lake City, UT 84123
Attn: Scott M. Quist, First Vice
President and General Counsel
With a copy to:
Randall A. Mackey, Esq.
Mackey Price & Williams
170 South Main Street, Suite 900
Salt Lake City, UT 84101
IF TO GREER/CONSULTANT:
Page E. Greer and Patricia R. Greer
APDO 321
San Carlos, Sonora Mexico
With a copy to:
Gregory A. Robinson, Esq.
100 West Clarendon, Suite 200
Phoenix, Arizona 85013
8. MISCELLANEOUS
-------------
8.1 Assignment.
-----------
This Agreement may be assigned (including any assignment by merger,
consolidation, transfer of assets, operation of law or otherwise) by the
Company and shall inure to the benefit of and be binding upon the
successors and assigns of the Company, as applicable,
provided, however, such assignment shall not expand the
obligations of the Consultant hereunder. The duties of the
Consultant in relation to consultation and noncompetition are
personal and therefore may not be assigned or delegated to any
other party, but payments required under this Agreement may be
assigned or pledged at the discretion of the Consultant.
8.2 Counterparts.
-------------
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute the same instrument.
8.3 Governing Law.
--------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona.
8.4 Severability.
-------------
In the event any term, condition or provision of this Agreement
is determined to be illegal, invalid or unlawful by any governmental
agency or Court having jurisdiction hereof, any such illegal, invalid
or unlawful term, condition or provision shall not affect the remaining
terms, conditions and provisions of this Agreement, and the remaining
terms, conditions, and provisions of this Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of this 8th day of March, 1995.
SECURITY NATIONAL FINANCIAL CORPORATION GREER-WILSON
a Utah corporation FUNERAL HOME, INC.
an Arizona corporation
By: By:
Title: Title:
CONSULTANT
Page E. Greer
Patricia R. Greer
PROMISSORY NOTE
$200,000 Phoenix, Arizona
March 8, 1995
FOR VALUE RECEIVED, the undersigned, PAGE E. GREER and
PATRICIA R. GREER, husband and wife, (hereinafter referred to
as "Makers") promise to pay to the order of SECURITY NATIONAL
FINANCIAL CORPORATION, a Utah corporation (hereinafter
referred to as "Holder"), or order to 5300 South 360 West,
Suite 310, Salt Lake City, Utah 84123, the principal sum of
Two Hundred Thousand Dollars $200,000.00) due in full ten (10)
years from the date hereof together with interest on the face
amount of this note at the rate of seven percent (7%) per
annum.
Default shall occur if proper payment is not received by
Holder within fifteen (15) days of the due date of any
obligation contained herein. Default shall also occur in the
event of assignment for the benefit of creditors or
application for the involuntary petition in bankruptcy by or
against Makers. Upon occurrence of any of the foregoing,
Holder or any holder hereof, may declare this Note immediately
due and payable and the then unpaid principal balance plus
interest thereon as set forth above at default, shall be due
and payable in full.
This note may be prepaid in full or in part without penalty at
any time and is secured by a pledge of Maker's 2,200 shares of
common stock of GREER-WILSON FUNERAL HOME, INC., an Arizona
corporation, as evidenced by Stock Certificate No. 1. The
principal and interest are payable in lawful money of the
United States of America. This note is a non-recourse note.
All exemption rights and laws affecting the full collection of
this Note are hereby waived. It is expressly agreed that
failure of Holder or any holder hereof to exercise any right
or option hereunder shall not constitute a waiver of the right
or the later exercise thereof.
The makers, guarantors and endorsers hereof severally waiver
diligence, demand, presentment for payment and protest, and
consent to the extension of time for payment of this note
without notice.
Page E. Greer Patricia R. Greer
CONSULTATION AND NONCOMPETITION AGREEMENT
IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS
HEREINAFTER CONTAINED, Security National Financial
Corporation, a Utah corporation, Greer-Wilson Funeral Home,
Inc., an Arizona corporation (hereinafter jointly referred to
as the "Company") and Scott Wilson, an individual resident of
the State of Arizona (hereinafter referred to as "Consultant
or Wilson"), agree as follows:
RECITALS
The parties agree to the following Representations which are
the agreed basis for this agreement.
A. Consultant has been an officer and director of Greer
Wilson Funeral Home, Inc., and said company has been directly
or indirectly involved in funerary arrangements, mortuary
ownership and operation, pre-need sales and operation of pre-
need companies, and other matters, directly or indirectly,
related to the mortuary business.
B. Security National Financial Corporation, Inc., a Utah
corporation has been involved in the same business as the
Company in which Consultant was a key party.
C. Consultant has conveyed (or relinquished by failure to
exercise rights or by direct conveyance back to the Company)
all of his right, title and interest in and to the Company and
related entities and/or properties (both real and personal)
used by the Company or any related entities of the Company to
the Company. These agreements formed part of the
considerations for the conveyance or relinquishment of said
rights and properties.
D. Security National Financial Corporation, in order to
protect its investment in the acquired corporation, to assure
itself of the availability of Consultant's expertise and
knowledge of past operations, to encourage him to effect the
sale of said corporations and assure itself that he would not
undertake competitive operations coincidentally with the
negotiation for the sale and purchase of the company, other
than for Security National Financial Corporation, negotiated
for this Consultation and Noncompetition Agreement.
1. TERM
----
These Agreements shall continue in full force and effect for
Seven (7) years.
2. CONSULTATION
------------
2.1 Consultant shall provide consulting in relation to
the Company's businesses, activities and funerals. Such
consultation time shall not exceed more than twenty (20) hours
per month. If Consultant furnishes services in excess of
twenty (20) hours per month, the excess shall be a credit
against time due in any subsequent month.
2.2 Proprietary Information and Intellectual Property.
-------------------------------------------------
The Company shall be the owner of all products and proceeds of
the Consultant's services, including all ideas, concepts,
formats, suggestions, and other intellectual properties that
Consultant may acquire, obtain or develop in connection with
his consultation employment by the Company, and his present
full time employment by the Company. Further, Consultant
shall, upon reasonable request, execute all assignments,
certificates or other instruments reasonably requested to
evidence, establish or maintain or perfect any intellectual
property or proprietary information.
3. PAYMENT FOR CONSULTATION
------------------------
Payment for consultation shall commence on the 1st day of May,
1995, and continue monthly thereafter, at the rate of $492.86
per month for a period not to exceed seven years. An
additional lump sum payment of $25,000 (twenty five thousand
dollars) shall be made upon the signing of this agreement. If
Consultant has not developed sufficient credits for past
services and, refuses to perform under the minimum monthly
consultation required under this Agreement, then the Company
may withhold payment for the next month.
4. COVENANT NOT TO COMPETE
-----------------------
4.1 Covenant.
---------
Consultant hereby agrees that he will not directly or indirectly compete (as
defined in Section 4.2 below) with the Company during the term of this
Agreement from the effective date hereof and for a period of two (2) years
from the termination date of this Agreement, or two years from
the termination of the full time Employment of Consultant with
the Company or any other affiliated Company, whichever period
is longer, in any geographic area in which the Company does
nor has done business.
4.2 Direct and Indirect Competition.
--------------------------------
As used herein, the phrase "directly or indirectly compete" shall include
owning, managing, operating, or controlling, or participating
in the ownership, management, operation, or control of, or
being connected with or having any interest in, as a
stockholder, director, officer, employee, agent, consultant,
assistant, advisor, sole proprietor, partner or otherwise
(whether Consultant is compensated or uncompensated or whether
the nature of the relationship is formal or informal), any
business (other than the Company's) which is the same as, or
similar to, or competitive with any business conducted or to
be conducted by the Company or any of the Company's
subsidiaries, or inducing employees of the Company to leave
the Company's employ, or soliciting or attempting to solicit
the business of any past, present or potential customer of the
Company; provided however, that this prohibition shall not
apply to ownership of less than one percent (1%) of the voting
stock in companies whose stock is traded on a national
securities exchange or in the over-the-counter market.
4.3 Enforceability.
---------------
If any of the provisions of this Section 4 is held unenforceable, the
remaining provisions shall nevertheless remain enforceable, and the court
making such determination shall modify, among other things, the
scope, duration, or geographic area of this Section to
preserve the enforceability hereof to the maximum extent then
permitted by law.
5. CONFIDENTIAL INFORMATION
------------------------
5.1 Confidential Relationship.
--------------------------
The Consultant recognizes that the Company now possesses or will posses
information of a confidential or secret nature which has
commercial value in the business in which the Company is
engaged (hereinafter referred to as "Confidential
Information"). Confidential Information for this purpose
includes but is not limited to trade secrets, processes,
formulas, computer programs, data, know-how, inventions,
improvements, techniques, marketing plans, product plans,
strategies, forecasts, price lists, vendor lists, financial
reports, information pertaining to production capacity, and
customer lists, whether belonging to the Company or to any of
its customers or suppliers. Consultant acknowledges that his
employment with the Company creates a relationship of trust
and confidence between him and the Company with respect to the
Confidential Information that he may learn or develop during
the period of this employment with the Company.
5.2 Ownership and Assignment.
-------------------------
The Consultant agrees that all Confidential Information is the
sole property of the Company and its assigns. The Consultant
will promptly disclose all Confidential Information to the Company
upon request, and hereby assigns to the Company any rights which he
may have or which he may acquire in any Confidential Information.
5.3 Obligation Not to Disclose.
---------------------------
At all times, both while employed with the Company and after the
termination of this Agreement, Consultant will keep in strict
confidence all Confidential Information and agrees not to use or
disclose any Confidential Information or anything relating to
it in whole or in part, nor permit others to disclose or use
it in any way, without the prior written consent of the Company,
except as may be necessary in the ordinary course of performing
duties as a consultant of the Company.
5.4 Obligations Upon Termination of Employment.
-------------------------------------------
Upon termination of Consultant's duties as a Consultant under
Section 2 or otherwise as an employee of the Company or of an
affiliated company of Security National, the Consultant agrees
to promptly deliver to the Company all materials, documents,
data, equipment, and other physical property of any nature
containing or pertaining to any Confidential Information, and
further agrees that he will not take from the Company's
premises any such material or equipment or any reproduction
thereof.
6. PAYMENTS FOR NONCOMPETITION
---------------------------
Payments for noncompetition and ancillary restraints
commence on the 1st day of May, 1995, and continue monthly at
the rate of $400.00 per month, for the full 84 consecutive
months. An additional lump sum payment of $20,000 (twenty
thousand dollars) shall be made upon the signing for this
agreement.
7. NOTICES AND PAYMENTS
--------------------
All notices and payments shall be delivered to the
following entities or persons at the following addresses, by
placing the same in the United States mail, postage prepaid,
and delivery shall be deemed complete three (3) days after
posting. Notices delivered other than by mail shall be
effective on the date of delivery.
IF TO THE COMPANY:
Security National Financial Corporation
5300 South 360 West, Suite 310
Salt Lake City, UT 84123
Attn: Scott M. Quist, First Vice
President and General Counsel
With a copy to:
Randall A. Mackey, Esq.
Mackey Price & Williams
900 First Interstate Plaza
170 South Main Street
Salt Lake City, UT 84101
IF TO WILSON/CONSULTANT:
8. MISCELLANEOUS
-------------
8.1 Assignment.
-----------
This Agreement may be assigned (including any assignment by merger,
consolidation, transfer of assets, operation of law or otherwise) by the
Company and shall inure to the benefit of and be binding upon the
successors and assigns of the Company, as applicable,
provided, however, such assignment shall not expand the
obligations of the Consultant hereunder. The duties of
Consultant in relation to consultation and noncompetition are
personal and therefore may not be assigned or delegated to any
other party.
8.2 Counterparts.
-------------
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute the same instrument.
8.3 Governing Law.
--------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of this 16th day of March, 1995.
SECURITY NATIONAL FINANCIAL CORPORATION GREER-WILSON FUNERAL HOME
a Utah corporation. an Arizona corporation
By: Scott M. Quist By: Scott M. Quist
--------------- --------------
Title: Vice President Title: Vice President
Scott Wilson
an individual
PLEDGE AGREEMENT
PAGE E. GREER and PATRICIA R. GREER, husband and wife,
("Debtor") in consideration for the loan of Two Hundred
Thousand Dollars ($200,000.00) by Promissory Note of from
SECURITY NATIONAL FINANCIAL CORPORATION, a Utah corporation
("Secured Party") pursuant to that certain Stock Issuance
Agreement dated March 8, 1995, Debtor does hereby pledge to
Secured Party, to be held in Trust by Gregory A. Robinson,
Esq. (hereinafter the "Escrow Agent"), located at 100 West
Clarendon, Suite 200, Phoenix, Arizona 85013, the following
shares of Debtor, or any successor.
WITNESSETH:
WHEREAS, Share Certificate No. 1, representing 2,200 share of
common stock (the "Stock") of the issued and outstanding
shares of the no par value common stock of Greer-Wilson
Funeral Home, Inc. (the "Corporation") together with all
rights thereof, all additions therefor, except for cash
dividends or cash distributions with respect to the Stock, as
security for the payment of all indebtedness owed to Secured
Party by Debtor for the loan, including but not limited to any
promissory note (the "Promissory Note") given as evidence of
said obligation. The pledged stock, Share Certificate No. 1,
shall be held in trust by Escrow Agent until the Promissory
Note has been paid in full according to the terms thereof.
NOW, THEREFORE, for good and valuable consideration had and
received, the parties agree as follows:
1. Pledge.
-------
Debtor hereby assigns and delivers to Escrow Agent, 2,200 common
shares of the Corporation represented by Certificate No. 1, duly
endorsed and transferred on the books of the Corporation. The Debtor
grants to the Secured Party a Security interest in the above-
named collateral to secure the performance and payment of all
obligations and indebtedness of the Debtor to Secured Party
however and whenever incurred.
2. Promissory Note.
----------------
The Debtor shall pay to the Secured Party the sum or sums evidenced by a
promissory note duly executed to evidence the obligations and indebtedness
incurred pursuant to this Agreement in accordance with the
terms of said promissory note and this Agreement.
3. Representations.
----------------
The Debtor warrants and represents that there are no restrictions upon the
transfer of any of the pledged shares other than may appear on the face
of the certificates, and that the Debtor may transfer such shares
without the consent of the other shareholders of the Corporation.
4. Voting Rights.
--------------
Provided that the Debtor is not in default in the performance of any terms
of this Agreement, he shall retain all voting rights of the pledged shares.
Debtor has executed a proxy in favor of the Secured Party to be held
by Escrow Agent during the pendency of this Agreement, which
may only be used by Secured Party in the event of a default
during such period.
5. Dividends.
-----------
All amounts received by the Debtor as dividends on pledged shares shall be
applied towards the payment of the principal and interest on the loan.
6. Payments.
---------
Upon payment of all principal and interest of the loan and Escrow Agent's
receipt from Secured Party of notice of such payment, Escrow Agent shall
deliver to Debtor a certificate for the total amount of shares of stock
of the Corporation. If Secured Party refuses to deliver
notice of payment, Debtor may show proof of payment of the
contract price together with any adjustments or offsets and
Escrow Agent shall deliver the endorsed certificate to Debtor.
7. Default.
--------
Debtor shall be in default under this Agreement upon wrongful
failure by it to either perform or render payment as set forth
in the promissory note between Debtor and Secured Party, of even
date herewith, this Agreement or the principal or interest of
the loan. Further, Debtor shall be in default under this Agreement.
A. Upon dissolution, termination of existence,
insolvency, business failure, appointment of receiver of any
part of the property of Debtor, assignment for the benefit of
creditors, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against Debtor:
B. If Debtor, during the term of the escrow
hereunder, sells, assigns, transfers, pledges or otherwise
disposes of the shares acquired herein without the prior
written consent of Secured Party first had and obtained, which
consent shall not be unreasonably withheld.
8. Remedies on Default.
--------------------
Secured Party agrees to give reasonable notice to Debtor of
acceleration, assignment of promissory note, sale, disposition,
or other intended action hereunder or in connection herewith.
Any such notice shall constitute a reasonable notice to Debtor
if such notice is mailed to Debtor by certified mail, postage
prepaid, at least thirty (30) days prior to the date of such
action at the address to which notices hereunder shall be given
to Debtor. Notice given by mail as set out above shall be deemed
delivered at the time and on the date the same is mailed. All
rights and remedies of Secured Party hereunder are cumulative.
No modification, rescission, waiver or release, or amendment
of any provision of this Agreement shall be made except by a
written agreement subscribed by Debtor and Secured Party.
This Agreement and the transaction evidenced hereby shall be
construed under the laws of the State of Arizona. Time is of
the essence hereof. The entire indebtedness secured hereby
shall, at the option of Secured Party, become immediately due
and payable after giving notice as hereinafter provided, and,
upon the happening of any event of default, Secured Party's
rights and remedies with respect to the Stock shall be those
of a secured party under the Arizona Uniform Commercial Code
and under any other applicable law as the same may from time
to be in effect, in addition to those rights granted herein
and in any other agreement now or hereafter in effect between
Debtor and Secured Party respecting the subject matter hereof.
The provisions hereof shall apply to any property which may be
given as additional security. Debtor agrees to pay all
reasonable costs and expenses incurred by Secured Party in
enforcing this Agreement and in realizing upon the Stock,
including reasonable attorneys' fees.
9. Waiver.
-------
No provision of this Agreement shall be deemed to
be waived by Secured Party unless such waiver is in writing
and signed by Secured Party. All of the terms and provisions
hereof apply to and bind the heirs, personal representatives,
successors, and assigns of the respective parties hereto.
10. Notices.
--------
All notices required or permitted to be given
pursuant to this Agreement shall be personally delivered or
sent by United States certified mail, postage prepaid, return
receipt requested, addressed to the parties at the following
addresses or at such other addresses as either party may
advise the other from time to time in writing:
DEBTOR: PAGE E. GREER & PATRICIA R. GREER
APDO 321
SAN CARLOS, SONORA MEXICO 85506
SECURED PARTY: Security National Financial Corporation
5300 South 360 West, Suite 310
Salt Lake City, Utah 84123
11. Termination of Agreement.
-------------------------
This Agreement shall terminate upon the full payment of the loan.
DATED this 8th day of March, 1995, at Phoenix, Arizona.
"DEBTOR" "SECURED PARTY"
SECURITY NATIONAL FINANCIAL
CORPORATION, a Utah corporation
Page E. Greer By: Scott M. Quist
Its: First Vice President
Patricia R. Greer
OPTION AGREEMENT
THIS AGREEMENT (hereinafter "Option") is made and
entered into this 8th day of March, 1995, by and among PAGE E.
GREER and PATRICIA R. GREER, husband and wife (hereinafter
"Greer"), SECURITY NATIONAL FINANCIAL CORPORATION, a Utah
corporation (hereinafter "SNFC"), and GREER-WILSON FUNERAL
HOME, INC., an Arizona corporation (hereinafter the
"Company").
WITNESSETH
WHEREAS, the Company is authorized to issue 100,000
shares of common stock, no par value, and there are currently
100,000 shares of common stock issued and outstanding on the
books of the Company with SNFC holding 97,800 shares and Greer
holding 2,200 shares;
WHEREAS, Greer has borrowed Two Hundred Thousand Dollars
($200,000.00) from SNFC evidenced by a promissory note of even
date herewith (hereinafter the "Note"), which is due and
payable ten (10) years from the date hereof and secured by a
pledge of Greer's 2,200 shares of stock in the Company.
WHEREAS, upon payment i full of the obligation of Greer
to Company, SNFC desires to become the sole shareholder of the
Company;
WHEREAS, SNFC desires to obtain an exclusive option to
purchase the 2.2% stock ownership of Greer in the Company on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises set
forth herein, the parties agree as follows:
1. Option to Purchase Stock.
-------------------------
Greer grants to SNFC an Option to purchase 2,200 shares of
common stock in Company upon the expiration of ten (10) years
from the date hereof or upon payment in full of the Note to
Company within six (6) months of the occurrence of such
triggering event. This Option shall be exercised by the delivery,
prior to expiration of the Option period, of a formal written
statement exercising the Option granted herein.
2. Expiration of Option.
---------------------
At the end of ten and one-half (10 1/2) years from commencement
of this Option, the Option will expire if not exercised prior
thereto by SNFC.
3. Purchase Price.
---------------
The purchase price on the Stock during the period of this Option
shall be One Thousand Dollars ($1,000.00) and shall be payable in cash.
4. Modification.
-------------
This Option agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof. No representations,
inducements, promises or agreements, oral or otherwise, between the parties
not embodied herein will have any force or effect. All prior
agreements are hereby deemed cancelled and void, and no
amendment or modification hereof shall be effective unless in
writing and signed by the parties hereto.
5. Partial Invalidity.
-------------------
If any provision of this Option is declared invalid or unenforceable,
such provision shall be deemed severed from this Option and all
remaining provisions shall nevertheless continue in full force and effect.
6. Assignment.
-----------
This exclusive Option is being granted SNFC and may not be transferred
or assigned to any otherperson without the express prior written consent
of Greer.
7. Titles and Heading.
-------------------
The titles and headings in this Option are for convenience only and
shall in no way affect, limit or control the meaning or application
of any paragraph, article or sections hereof.
8. Notices.
--------
All notices required or permitted to be given pursuant to this Option
shall be personally delivered or sent by United States certified mail,
postage prepaid, return delivery requested, addressed to the parties
at the following addresses or at such other addresses as either party
may advise the other from time to time in writing:
SECURITY NATIONAL FINANCIAL PAGE E. GREER
CORPORATION, a Utah corporation. AND PATRICIA R. GREER
a Utah corporation APDO 321
5300 South 360 West, Suite 310 San Carlos, Sonora
Salt Lake City, Utah 84123 MEXICO 85506
Attn: Scott M. Quist
with a copy to:
with a copy to: Gregory A. Robinson
Farley Robinson & Larsen
Randall A. Mackey, Esq. 100 West Clarendon, Suite 200
Mackey Price & Williams Phoenix, Arizona 85013
170 South Main Street, Suite 900
Salt Lake City, Utah 84101
9. Controlling Law.
-----------------
This Option is entered into pursuant to and shall be construed in
accordance with the laws of the State of Arizona.
10. Binding Effect.
----------------
Time is of the essence in this Option. This Option shall be binding
upon and inure to the benefit of SNFC, the Company and Greer and
their respective heirs, executors, administrators, successors, legal
representatives and assigns.
12. Survival of Warranties.
-----------------------
All of the representations, warranties, covenants and agreements
contained in this Option, and in any documents, certificates
or other instruments delivered by or on behalf of either
party, pursuant to or in connection with the transaction
contemplated herein, are true now, will be true at the time of
exercise of the Option and will survive the closing date
regardless of any investigation made by or on behalf of either
party. Each party shall indemnify and hold the other harmless
of and from any damage or expense arising from any breach of
covenants, warranties or representations herein.
13. Additional Documents.
---------------------
Each of the parties hereto agrees to execute, acknowledge and
deliver any and all other documents or instruments which may
be required or necessary to effectuate the transactions
contemplated by this Option Agreement.
14. Attorney's Fees.
----------------
If any proceeding or action brought to recover any amount due
under this Option, or for or on account of any breach of or
to enforce or interpret any of the terms, covenants or conditions
of this Option, the prevailing party shall be entitled to its
costs and a reasonable attorney's fees as shall be determined
by the court in such suit or action and made a part of any judgment
rendered.
IN WITNESS WHEREOF, the undersigned have set their hands
as of the day and year first above written.
SECURITY NATIONAL FINANCIAL
CORPORATION, a Utah corporation.
Page E. Greer Scott M. Quist
Its: First Vice President
PATRICIA R. GREER GREER-WILSON FUNERAL HOME, INC.
an Arizona corporation
Page E. Greer
Its: President
STATE OF ARIZONA )
) ss
County of Maricopa )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME the
undersigned notary public this 8th day of March, 1995, by Page
E. Greer in his capacity as president for Greer-Wilson Funeral
Home, Inc., an Arizona corporation, who acknowledged that he
signed same for the purpose therein contained.
Betsy Malidse
Notary Public
My Commission Expires:
Expires April 21, 1995
STATE OF ARIZONA )
) ss
County of Maricopa )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME the
undersigned notary public this 8th day of March, 1995, by Page
E. Greer and Patricia R. Greer, who acknowledged that they
signed same for the purposes therein contained.
Betsy Malidse
Notary Public
My Commission Expires:
Expires April 21, 1995
STATE OF ARIZONA )
) ss
County of Maricopa )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME the
undersigned notary public this 8th day of March, 1995, by
Scott M. Quist, First Vice President of Security National
Financial Corporation, a Utah corporation, who acknowledged
that he signed same for the purposes therein contained.
Betsy Malidse
Notary Public
My Commission Expires:
Expires April 21, 1995
GUARANTY
The undersigned, SECURITY NATIONAL FINANCIAL CORPORATION, a
Utah corporation, does absolutely and unconditionally,
guarantee to PAGE E. GREER and PATRICIA R. GREER, husband and
wife (hereinafter "Consultant") and any assignee of
Consultant, the full payment of that certain Consultation and
Noncompetition Agreement dated March 8, 1995 executed by
GREER-WILSON FUNERAL HOME, INC., an Arizona corporation,
(hereinafter the "Company") in favor of Consultant and
guarantees performance of all obligations of the Company to
Consultant as contained in the Consultation and Noncompetition
Agreement of even date herewith.
The undersigned agrees that this Guaranty shall be continuing
and absolute and shall not be affected or impaired by any
modification, extension of time for payment or performance of,
forbearance, exchange or discharge of any indebtedness herein
guaranteed or any collateral therefor, and the ability of the
undersigned hereunder is direct and unconditional and may be
enforced without first requiring Consultant to proceed against
the Company, any other guarantor, or any collateral, and shall
continue in full force and effect until all indebtedness
herein guaranteed shall have been fully paid and satisfied.
If the Company should become insolvent or make an assignment
for the benefit of creditors or if a petition in bankruptcy or
any insolvency or reorganization proceedings should then be
commenced by or against the Company, then, at the option of
Consultant, all obligations of the undersigned shall
immediately become due and payable without notice or demand.
The undersigned hereby waives notice of acceptance hereof,
presentment for payment, demand, protest, notice of dishonor,
default or nonpayment, and all other notices to which the
undersigned might otherwise be entitled.
The undersigned agrees to pay all expenses incurred by
Consultant in connection with the enforcement of its rights
under this Guaranty, including court costs, collection charges
and reasonable attorney's fees.
This Guaranty shall be binding upon the respective
representatives, successors and assigns of the undersigned and
shall inure to the benefit of Consultant, their successors and
assigns.
IN WITNESS WHEREOF, the undersigned has set his hand to this
Guaranty this 8th day of March, 1995.
SECURITY NATIONAL FINANCIAL CORPORATION
a Utah corporation,
By: Scott M. Quist
Its: First Vice President
STATE OF ARIZONA )
)ss:
County of Maricopa )
On March 8, 1995, before me the undersigned notary public,
personally appeared Scott M. Quist, First Vice-President of
Security National Financial Corporation, who acknowledged to
me that he executed the above guaranty of payment for the
purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
Betsy Malidsi
Notary Public
My Commission Expires:
April 20, 1995
IRREVOCABLE STOCK PROXY
THE UNDERSIGNED, stockholders of Greer-Wilson Funeral
Home, Inc., an Arizona corporation (the "Corporation"),
holding 2,200 shares of Corporation evidenced by Stock
Certificate No. 1, hereby make, constitute, and appoint
SECURITY NATIONAL FINANCIAL CORPORATION, a Utah corporation,
with full power of substitution, the true and lawful attorney
and proxy of the undersigned for and in their name, place, and
stead, to attend all meetings of the shareholders of
Corporation, and to vote any and all shares of the stock of
the Corporation standing in their name, at any and all
meetings of the shareholders or any adjournment thereof. And
the undersigned further affirms that this proxy is given in
connection with the loan by Security National Financial
Corporation to the undersigned of even date herewith and that
this proxy is coupled with an interest and is irrevocable, and
that the undersigned hereby ratifies and confirms all that the
said proxy may lawfully do or cause to be done by virtue of
the above.
IN WITNESS WHEREOF, the undersigned has executed this
proxy irrevocably this 8th day of March, 1995.
Page E. Greer
Patricia R. Greer by Page E. Greer
as her attorney-in-fact
