Exhibit A
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated this 26th day
of November, 1997, is made by and between Xxxxx & Company Incorporated, on its
own behalf and on behalf of itself and certain of its investors (collectively,
"Purchaser"), and Victory Ventures LLC ("Seller").
WHEREAS, the Seller owns an aggregate of 4,590,338 shares (the
"Shares") of the Common Stock, par value $.10 per share (the "Common Stock"), of
Chaparral Resources, Inc., a Colorado corporation ("Chaparral"); and
WHEREAS, Purchaser desires to purchase the Shares from Seller, and
Seller desires to sell the Shares to the Purchaser, all in accordance with the
terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained the parties hereto hereby agree as follows:
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Purchaser hereby purchases from Seller the Shares (together with the
registration rights appurtenant thereto as set forth in that (i) Subscription
Agreement dated April 22, 1997 between Seller and Chaparral and (ii) the Warrant
dated as of April 22, 1997 (copies of each of which have previously been
delivered to Purchaser), and Seller hereby sells the Shares and assigns the
registration rights appurtenant thereto to Purchaser, in consideration for the
payment by Purchaser to Seller of the amount of $2.00 per Share (or
$9,180,676.00 in the aggregate) payable in cash (the "Purchase Price"). As soon
as practicable following the execution and delivery of this Agreement, Purchaser
shall deliver the Purchase Price to Seller and Seller shall deliver or cause to
be delivered to Purchaser stock certificates representing the Shares, registered
in Purchaser's name or duly endorsed for transfer to the Purchaser. Seller
agrees to cooperate with Purchaser and to take all reasonable actions necessary
or desirable to effectuate the transfer of the Shares to Purchaser.
2. Transfer of Beneficial Ownership. The Purchaser shall assume all of
the benefits of ownership of the Shares upon the execution of this Agreement on
the date hereof, and Victory on behalf of itself and Seller agrees to deliver to
Purchaser all dividends, distributions, interest and other proceeds or amounts
received by Seller from and after the date hereof in respect of the Shares.
3. Representations and Warranties of Seller.
Seller hereby represents and warrants to Purchaser that (i) the Shares
being sold by Seller are owned by Seller free and clear of all liens, charges or
encumbrances of any kind and (ii) that the registration rights appurtenant to
the Shares are currently assignable.
4. Representations, Warranties and Covenants of Purchaser. Purchaser
represents and warrants to Seller as follows:
(a) Purchaser is an accredited investor (as that term is defined
in the Securities Act of 1933, as amended (the "Act"), and the regulations
thereunder, and Purchaser has such knowledge and experience in financial and
business matters as is required for evaluating the merits and risks of an
investment in the Shares. Purchaser and its agents and attorneys have been
provided with such information with respect to the business of Chaparral as it
requested or deemed appropriate and have carefully reviewed the same, and any
questions that the Purchaser had with respect thereto have been answered to the
full satisfaction of the Purchaser. The Purchaser acknowledges that except as
expressly set forth herein, Seller has not made any representations or
warranties pertaining to Chaparral or the Shares;
(b) Purchaser is aware that the Shares have not been registered
under the Act and agrees that such Shares shall not be sold, hypothecated or
otherwise transferred in the absence of such registration unless such
contemplated transfer is exempt from the registration requirements of the Act.
The undersigned hereby acknowledges that the certificate representing the Shares
shall be legended to reflect such restrictions.
(c) Purchaser is acquiring the Shares for its own account, for
investment purposes only and not with a view to the distribution thereof.
5. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
(b) This Agreement and the other written agreements specifically
referred to herein constitute the sole agreements between or among the parties
hereto relating to the subject matter hereof and merge with and supersede any
and all prior agreements between them relating to such subject matter. This
Agreement cannot be altered or amended except by a writing
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duly executed by the party against whom such alteration or amendment is sought
to be enforced.
(c) This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
(d) The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(e) The representations, warranties and covenants contained
herein shall survive the sale and purchase of the Shares hereunder and any
disposition thereof, notwithstanding any investigation made at any time by any
of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
VICTORY VENTURES LLC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Co-President
XXXXX & COMPANY INCORPORATED
By:/s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title:
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