SHARE EXCHANGE AGREEMENT
Exhibit
2.1
This
Agreement dated as of the ____ day of September 2007, by and among Maple
Mountain Explorations Inc., a Nevada corporation having its offices at 507-1313
Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (the “Company”), Pegasi Energy Resources
Corporation, a Texas corporation (“Pegasi”), and the individuals named on the
signature page of this Agreement (collectively, the “Shareholders” and each,
individually, a “Shareholder”) .
WITNESSETH:
WHEREAS,
the Shareholders are the holders of all of the issued and outstanding capital
stock (the “Pegasi Shares”) of Pegasi;
WHEREAS,
the Shareholders are acquiring a controlling interest in the
Company;
WHEREAS,
pursuant to a series of separate securities purchase agreements (the “Purchase
Agreements”) between the Company and a group of investors, the investors are
acquiring the Company’s shares of common stock, par value $.001 per share
(“Common Stock”); and
WHEREAS,
the Company is willing to issue shares of Common Stock to the Shareholders
in
consideration for all of the issued and outstanding capital stock of
Pegasi.
NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:
1.
Exchange of Shares.
(a)
Issuance of Shares by the Company. On and subject to the
conditions set forth in this Agreement, the Company will issue to Shareholders,
in exchange for all of the Pegasi Shares, which represents all of the issued
and
outstanding capital stock of Pegasi, an aggregate of 17,500,000 shares (the
“Shares”) of Common Stock. The Shares will be issued to the
Shareholders on a one for one basis in the amounts set forth after their
respective names in Schedule I to this Agreement.
(b)
Transfer of Pegasi Shares by the Shareholders. On and
subject to the conditions set forth in this Agreement, the Shareholders will
transfer to the Company all of the Pegasi Shares in exchange for the
Shares. Each Shareholder holds the number of Pegasi Shares set forth
after his or her name in Schedule I to this Agreement.
(c)
Closing. The issuance of the Shares to the Shareholders and
the transfer of the Pegasi Shares to the Company will take place at a closing
(the “Closing”) to be held at the office of Sichenzia Xxxx Xxxxxxxx Xxxxxxx,
LLP, 00 Xxxxxxxx, 00xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000 as soon as possible after or contemporaneously with the
satisfaction or waiver of all of the conditions to closing set forth in Section
4 of this Agreement (the “Closing Date”).
2.
Representations and Warranties of the Company. The Company
hereby represents, warrants, covenants and agrees as follows:
(a)
Organization and Authority.
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(ii)
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Complete
and correct copies of the Company’s certificate of incorporation and
by-laws are available for review on the XXXXX system maintained by
the
U.S. Securities and Exchange Commission (the
“Commission”).
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(iii)
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The
Company has full power and authority to carry out the transactions
provided for in this Agreement, and this Agreement constitutes the
legal,
valid and binding obligations of the Company, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency and other laws of general application affecting the enforcement
of creditor’s rights and except that any remedies in the nature of
equitable relief are in the discretion of the court. All necessary
action
required to be taken by the Company for the consummation of the
transactions contemplated by this Agreement has been
taken.
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(iv)
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The
execution and performance of this Agreement will not constitute a
breach
of any agreement, indenture, mortgage, license or other instrument
or
document to which the Company is a party or by which its assets and
properties are bound, and will not violate any judgment, decree,
order,
writ, rule, statute, or regulation applicable to the Company or its
properties. The execution and performance of this Agreement
will not violate or conflict with any provision of the certificate
of
incorporation or by-laws of the
Company.
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(v)
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The
Shares, when issued pursuant to this Agreement, will be duly and
validly
authorized and issued, fully paid and non-assessable. The issuance
of the
Shares to Shareholders is exempt from the registration requirements
of the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to an
exemption provided by Section 4(2) and Rule 506 promulgated
thereunder.
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(vi)
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The
authorized capital stock of the Company consists of 75,000,000 shares
of
Common Stock, of which 3,500,000 shares are presently outstanding.
Except
as provided in, contemplated by, or set forth in this Agreement or
the
Company SEC Documents (as defined below), the Company has no outstanding
or authorized warrants, options, other rights to purchase or otherwise
acquire capital stock or any other securities of the Company, preemptive
rights, rights of first refusal, registration rights or related
commitments of any nature. All issued and outstanding shares
were either (i) registered under the Securities Act, or (ii) issued
pursuant to valid exemptions from registration
thereunder.
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(vii)
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No
consent, approval or agreement of any person, party, court, governmental
authority, or entity is required to be obtained by the Company in
connection with the execution and performance by the Company of this
Agreement or the execution and performance by the Company of any
agreements, instruments or other obligations entered into in connection
with this Agreement.
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(b)
SEC Documents.
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(i)
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The
Company is registered pursuant to Section 12 of the Exchange Act
and it is
current with its reporting obligations under the Securities Exchange
Act
of 1934, as amended (the “Exchange Act”). None of the Company’s filings
made pursuant to the Exchange Act (collectively, the “Company SEC
Documents”) contains any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make
the statements therein, in light of the circumstances under which
they
were made, not misleading. The Company SEC Documents, as of their
respective dates, complied in all material respects with the requirements
of the Exchange Act, and the rules and regulations of the Commission
thereunder, and are available on the Commission’s XXXXX
system.
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(ii)
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The
Company SEC Documents include the Company’s audited consolidated financial
statements for the fiscal years ended April 30, 2007 and 2006
(collectively, the “Audited Financial Statements”) and unaudited financial
statements for the three months ended July 31, 2007 and 2006
(collectively, the “Interim Financial Statements,” and, together with the
Audited Financial Statements, the “Financial Statements”), including, in
each case, a balance sheet and the related statements of income,
stockholders’ equity and cash flows for the period then ended, together
with the related notes. The Audited Financial Statements have
been certified by Xxxxxx Xxxxxxx, CPA (“Xxxxxx Xxxxxxx”), and the Interim
Financial Statements have been reviewed by Xxxxxx Xxxxxxx. The
Financial Statements are in accordance with all books, records and
accounts of the Company, are true, correct and complete and have
been
prepared in accordance with GAAP, consistently applied. Xxxxxx
Xxxxxxx is independent as to the Company under the rules of the Commission
pursuant to the Securities Act and is registered with the
PCAOB. The Financial Statements present fairly the financial
position of the Company at the respective balance sheet dates, and
fairly
present the results of the Company’s operations, changes in stockholders’
equity and cash flows for the periods
covered.
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(iii)
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At
the close of business on July 31, 2007, the Company did not have
any
material liabilities, absolute or contingent, of the type required
to be
reflected on balance sheets prepared in accordance with GAAP which
are not
fully reflected, reserved against or disclosed on the July 31, 2007
balance sheet. The Company has not guaranteed or assumed or
incurred any obligation with respect to any debt or obligations of
any
Person, except endorsements made in the ordinary course of business
in
connection with the deposit of items for collection. The
Company does not have any debts, contracts, guaranty, standby, indemnity
or hold harmless commitments, liabilities or obligations of any kind,
character or description, whether accrued, absolute, contingent or
otherwise, or due or to become due except to the extent set forth
or noted
in the Financial Statements, and not heretofore paid or
discharged.
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(c) Absence
of Changes. Since July 31, 2007, except as set forth in the
Company SEC Documents, to the best of Company’s knowledge, there have not
been:
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(i)
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any
change in the consolidated assets, liabilities, or financial condition
of
the Company, except changes in the ordinary course of business which
do
not and will not have a material adverse effect on the
Company;
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(ii)
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(ii) any
damage, destruction, or loss, whether or not covered by insurance,
materially and adversely affecting the assets or financial condition
of
the Company (as conducted and as proposed to be
conducted);
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(iii)
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(iii) any
change or amendment to a material contract, charter document or
arrangement not in the ordinary course of business to which the Company
is
a party other than contracts which are to be terminated at or prior
to the
Closing;
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(iv)
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any
loans made by the Company to any of affiliate of the Company or any
of the
Company’s employees, officers, directors, shareholders or any of its
affiliates;
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(v)
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any
declaration or payment of any dividend or other distribution or any
redemption of any capital stock of the
Company;
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(vi)
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any
sale, transfer, or lease of any of the Company’s assets other than in the
ordinary course of business;
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(vii)
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any
other event or condition of any character which might have a material
adverse effect on the Company;
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(viii)
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any
satisfaction or discharge of any lien, claim or encumbrance or payment
of
any obligation by Company except in the ordinary course of business
and
that is not material to the assets or financial condition of the
Company;
or
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(ix)
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any
agreement or commitment by the Company to do any of the things described
in this Section 2(c).
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(d) Property. Except
as set forth in the Company SEC Documents, the Company does not own any real
estate and is not a party to any lease agreement.
(e)
Taxes. The Company has filed all federal, state, county and
local income, excise, franchise, property and other tax, governmental and/or
related returns, forms, or reports, which are due or required to be filed by
it
prior to the date hereof, except where the failure to do so would have no
material adverse impact on the Company, and has paid or made adequate provision
in the financial statement included in the Company SEC Documents for the payment
of all taxes, fees, or assessments which have or may become due pursuant to
such
returns or pursuant to any assessments received. The Company is not
delinquent or obligated for any tax, penalty, interest, delinquency or
charge.
(f)
Contracts and Commitments. Except as contemplated under this
Agreement or set forth in the Company SEC Documents, the Company is not a party
to any contract or agreement.
(g)
No
Adverse Change. Since April 30, 2007, there has not been any
Material Adverse Change in the financial condition of the Company, although
Shareholders recognize that the Company has continued not to generate any
revenue and has continued to operate at a loss as a result of ongoing expenses,
including expenses relating to this Agreement and the consummation of the
transactions contemplated hereby. A Material Adverse Change shall
mean a material adverse change in the business, financial condition, operations
or prospects of a person.
(h)
No
Defaults. The Company is not in violation of its certificate of
incorporation or by-laws or any judgment, decree or order, applicable to
it.
(i)
Litigation. There are no material (i.e., claims which, if
adversely determined based on the amounts claimed, would exceed ten thousand
dollars ($10,000)) claims, actions, suits, proceedings, inquiries, labor
disputes or investigations (whether or not purportedly on behalf of the Company)
pending or, to Company’s knowledge, threatened against the Company or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation.
(j)
Compliance with Laws. The Company, to its knowledge, is in
full compliance with all laws applicable to it (including, without limitation,
with respect to zoning, building, wages, hours, hiring, firing, promotion,
equal
opportunity, pension and other benefit, immigration, nondiscrimination,
warranties, advertising or sale of products, trade regulations, anti-trust
or
control and foreign exchange or, to the Company’s knowledge, environmental,
health and safety requirements).
(k) Contracts
and Commitments. The Company is not a party to any contract of
agreement other than agreements that will be terminated at or prior to the
Closing.
(l) Intellectual
Property. The Company has no intellectual property
rights.
(m)
No
Broker. Except as set forth on Schedule 2(m), neither the Company
nor any of its agents or employees has employed or engaged any broker or finder
or incurred any liability for any brokerage fees, commissions or finders’ fees
in connection with the transactions contemplated by this
Agreement. The Company shall indemnify and hold the Shareholders
harmless against any loss, damage, liability or expense, including reasonable
fees and expenses of counsel, as a result of any brokerage fees, commissions
or
finders’ fees which are due as a result of the consummation of the transaction
contemplated by this Agreement.
(m)
Reliance by Shareholders. The representations and warranties
set forth in this Section 2 taken together, do not contain any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements contained herein and therein, when taken together, not misleading,
and there is no fact which materially and adversely affects the business,
operations or financial condition of the Company. Shareholders may
rely on the representations set forth in this Section 2 notwithstanding any
investigation it may have made.
3.
Representations and Warranties of Pegasi. Pegasi
hereby represents, warrants, covenants and agrees as follows:
(a)
Organization and Authority.
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(i)
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Pegasi
is a corporation duly organized, validly existing and in good standing
under the laws of the State of
Texas.
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(ii)
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Pegasi
has full power and authority to carry out the transactions provided
for in
this Agreement, and this Agreement constitutes the legal, valid and
binding obligations of Pegasi, enforceable in accordance with its
terms,
except as enforceability may be limited by bankruptcy, insolvency
and
other laws of general application affecting the enforcement of creditor’s
rights and except that any remedies in the nature of equitable relief
are
in the discretion of the court. All necessary action required to
be taken
by Pegasi for the consummation of the transactions contemplated by
this
Agreement has been taken.
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(iii)
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The
execution and performance of this Agreement will not constitute a
breach
of any agreement, indenture, mortgage, license or other instrument
or
document to which Pegasi is a party or by which its assets and properties
are bound, and will not violate any judgment, decree, order, writ,
rule,
statute, or regulation applicable to Pegasi or its
properties. The execution and performance of this Agreement
will not violate or conflict with any provision of the certificate
of
incorporation or by-laws of Pegasi.
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(iv)
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The
authorized and issued and outstanding capital stock of Pegasi are
as set
forth in Pegasi’s Confidential Private Placement Memorandum dated July 10,
2007 (the “Memorandum”). Except as provided in, contemplated by, or set
forth in this Agreement or the Memorandum, Pegasi has no outstanding
or
authorized warrants, options, other rights to purchase or otherwise
acquire capital stock or any other Pegasi securities, preemptive
rights,
rights of first refusal, registration rights or related commitments
of any
nature.
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(v)
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No
consent, approval or agreement of any person, party, court, governmental
authority, or entity is required to be obtained by Pegasi in connection
with the execution and performance by Pegasi of this Agreement or
the
execution and performance by Pegasi of any agreements, instruments
or
other obligations entered into in connection with this
Agreement.
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(b) Absence
of Changes. Since June 31, 2007, except as set forth in the
Memorandum, to the best of Pegasi’s knowledge, there have not been:
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(i)
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hange
in the consolidated assets, liabilities, or financial condition of
Pegasi,
except changes in the ordinary course of business which do not and
will
not have a material adverse effect on
Pegasi;
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(ii)
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any
damage, destruction, or loss, whether or not covered by insurance,
materially and adversely affecting the assets or financial condition
of
Pegasi (as conducted and as proposed to be
conducted);
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(iii)
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any
change or amendment to a material contract, charter document or
arrangement not in the ordinary course of business to which Pegasi
is a
party other than contracts which are to be terminated at or prior
to the
Closing;
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(iv)
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any
loans made by Pegasi to any of affiliate of Pegasi or any of Pegasi’s
employees, officers, directors, shareholders or any of its
affiliates;
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(v)
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any
declaration or payment of any dividend or other distribution or any
redemption of any capital stock of
Pegasi;
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(vi)
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any
sale, transfer, or lease of any of Pegasi’s assets other than in the
ordinary course of business;
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(vii)
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any
other event or condition of any character which might have a material
adverse effect on Pegasi;
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(viii)
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any
satisfaction or discharge of any lien, claim or encumbrance or payment
of
any obligation by Pegasi except in the ordinary course of business
and
that is not material to the assets or financial condition of Pegasi;
or
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(ix)
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any
agreement or commitment by Pegasi to do any of the things described
in
this Section 3c).
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(d) Property. Except
as set forth in the Memorandum, Pegasi does not own any real estate and is
not a
party to any lease agreement.
(e)
Taxes. Pegasi has filed all federal, state, county and local
income, excise, franchise, property and other tax, governmental and/or related
returns, forms, or reports, which are due or required to be filed by it prior
to
the date hereof, except where the failure to do so would have no material
adverse impact on Pegasi, and has paid or made adequate provision in the
financial statement included in the Memorandum for the payment of all taxes,
fees, or assessments which have or may become due pursuant to such returns
or
pursuant to any assessments received. Pegasi is not delinquent or
obligated for any tax, penalty, interest, delinquency or charge.
(f)
Contracts and Commitments. Except as set forth in the
Memorandum, Pegasi is not a party to any contract or agreement.
(g)
No
Adverse Change. Since December 31, 2006, except as set forth in
the Memorandum, there has not been any Material Adverse Change in the financial
condition of Pegasi.
(h)
No
Defaults. Pegasi is not in violation of its certificate of
incorporation or by-laws or any judgment, decree or order, applicable to
it.
(i)
Litigation. There are no material (i.e., claims which, if
adversely determined based on the amounts claimed, would exceed ten thousand
dollars ($10,000)) claims, actions, suits, proceedings, inquiries, labor
disputes or investigations (whether or not purportedly on behalf of Pegasi)
pending or, to Pegasi’s knowledge, threatened against Pegasi or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation.
(j)
Compliance with Laws. Pegasi, to its knowledge, is in full
compliance with all laws applicable to it (including, without limitation, with
respect to zoning, building, wages, hours, hiring, firing, promotion, equal
opportunity, pension and other benefit, immigration, nondiscrimination,
warranties, advertising or sale of products, trade regulations, anti-trust
or
control and foreign exchange or, to Pegasi’s knowledge, environmental, health
and safety requirements).
4.
Representations and Warranties of Shareholders. Each
Shareholder hereby severally and not jointly warrants, covenants and agrees
as
follows:
(a)
Such Shareholder understands that the offer and sale of the Shares
is being made only by means of this Agreement and understands that the Company
has not authorized the use of, and the Shareholder confirms that he or she
is
not relying upon, any other information, written or oral, other than material
contained in this Agreement. Such Shareholder is aware that the purchase of
the
Shares involves a high degree of risk and that such Shareholder may sustain,
and
has the financial ability to sustain, the loss of his or her entire investment,
understands that no assurance can be given that the Company will be profitable
in the future, that there is no public market for the Common Stock, and the
Company can give no assurance that there will ever be a public market for the
Common Stock. Furthermore, in subscribing for the Shares, such Shareholder
acknowledges it is not relying upon any projections or any statements of any
kind relating to future revenue, earnings, operations or cash flow in making
an
investment in the Shares.
(b)
Such Shareholder severally represents to the Company that he or she
is an accredited investor within the meaning of Rule 501 of the Commission
under
the Securities Act of 1933, as amended (the “Securities Act”) and it understands
the meaning of the term “accredited investor.” The requirements for an
accredited investor as set forth in Exhibit A. Such Shareholder further
represents that he or she has such knowledge and experience in financial and
business matters as to enable the Shareholder to understand the nature and
extent of the risks involved in purchasing the Shares. Such Shareholder is
fully
aware that such investments can and sometimes do result in the loss of the
entire investment. Such Shareholder has engaged his or her own counsel and
accountants to the extent that the Shareholder deems it necessary.
(c)
All of the information provided by such Shareholder in his or her
Confidential Questionnaire is true and correct in all material
respects.
(d)
Such Shareholder is acquiring the Shares pursuant to this Agreement
for his or her own account, for investment and not with a view to the sale
or
distribution thereof, for the Shareholder’s own account and not on behalf of
others; has not granted any other person any interest or participation in or
right or option to purchase all or any portion of the Shares; is aware that
the
Shares are restricted securities within the meaning of Rule 144 of the
Commission under the Securities Act, and may not be sold or otherwise
transferred other than pursuant to an effective registration statement or an
exemption from registration; and understands and agrees that the certificates
for the Shares shall bear the Company’s standard investment legend. The
Shareholder understands the meaning of these restrictions.
(e)
The Shareholder will not transfer any Shares except in compliance
with all applicable federal and state securities laws and regulations, and,
in
such connection, the Company may request an opinion of counsel reasonably
acceptable to the Company as to the availability of any exemption.
(f)
Such Shareholder represents and warrants that no broker or finder
was involved directly or indirectly in connection with his or her purchase
of
the Shares pursuant to this Agreement. Such Shareholder shall indemnify the
Company and hold it harmless from and against any manner of loss, liability,
damage or expense, including fees and expenses of counsel, resulting from a
breach of the Shareholder’s warranty contained in this Paragraph
3(f).
(g)
Such Shareholder understands that he or she has no registration
rights with respect to the Shares.
(h)
Such Shareholder represents and warrants that the address set forth
on Schedule I to this Agreement is its true and correct address, and understands
that the Company will rely on this representation in making filings under state
securities or blue sky laws.
(i) Such
Shareholder is the record and beneficial owner of the Shares, free and clear
of
any and all Liens. Such Shareholder has the power and authority to
sell, transfer, assign and deliver the Shares as provided in this Agreement,
and
such delivery will convey to the Company good and marketable title to such
Shares, free and clear of any and all liens
5.
Closing Deliveries.
(a) On
the Closing Date, the Company shall deliver or cause to be delivered to each
Shareholder:
(i) a
certificate registered in the name of each Shareholder representing the number
of shares of Common Stock set forth on Schedule I;
(ii)
a
legal opinion of counsel to the Company acceptable to the
Shareholders;
(iii)
letters of resignation from each of the directors of the Company other than
Xxxxx Xxxx and Xxxx Xxxxxxx;
(b) On
the Closing Date, each Shareholder shall deliver or cause to be delivered to
the
Company:
(i)
the certificate representing such
Shareholder’s shares of Pegasi capital stock.
6. Conditions
to the Obligation of the Shareholders and the Company to
Close. The obligations of Shareholders under this Agreement are
subject to the satisfaction of the following conditions unless waived by
Shareholders:
(a) Representations
and Warranties. On the Closing Date, the representations and
warranties of the Company shall be true and correct in all material respects
on
and as of the Closing Date with the same force and effect as if made on such
date, and the Company shall have performed all of their respective obligations
required to be performed by them pursuant to this Agreement at or prior to
the
Closing Date, and Shareholders shall have received a certificate of the Company
to such effect and as to matters set forth in Sections 4(b) and 4(c) of this
Agreement.
(b) No
Material Adverse Change. No Material Adverse Change in the
business or financial condition of the Company shall have occurred or be
threatened since the date of this Agreement, and no action, suit or proceedings
shall be threatened or pending before any court of governmental agency or
authority or regulatory body seeking to restraint, prohibition or the obtain
damages or other relief in connection with this Agreement or the consummation
of
the transactions contemplated by this Agreement or that, if adversely decided,
has or may have a Material Adverse Effect.
(c) Liabilities.
On the Closing Date, the Company’s total liabilities shall not exceed
$5,000.
(d) Employment
Agreements. Commencing on the date hereof, the Company will
assume Pegasi’s obligations under the employment agreements between Pegasi and
each of Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxxxxxx, more fully
described in Schedule II to this Agreement.
(e) Legal
Opinion. The Shareholders shall have received a legal opinion
from the Company’s legal counsel, acceptable to the Shareholders
(f) Resignations. With
the exception of Xxxxx Xxxx and Xxxx Xxxxxxx, all directors of the Company
shall
have tendered their resignation.
7. Conditions
to the Obligation of the Company to Close. The obligations of the
Company under this Agreement are subject to the satisfaction of the following
conditions unless waived by the Company:
(a) Representations
and Warranties. On the Closing Date, the representations and
warranties of Pegasi and the Shareholders shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as if made on such date, and Pegasi shall have performed all of their respective
obligations required to be performed by them pursuant to this Agreement at
or
prior to the Closing Date, and the Company shall have received a certificate
of
the Company to such effect.
(b) No
Material Adverse Change. No Material Adverse Change in the
business or financial condition of Pegasi shall have occurred or be threatened
since the date of this Agreement, and no action, suit or proceedings shall
be
threatened or pending before any court of governmental agency or authority
or
regulatory body seeking to restraint, prohibition or the obtain damages or
other
relief in connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have
a
Material Adverse Effect.
8.
Miscellaneous.
(a)
This Agreement constitutes the entire agreement between the parties
relating to the subject matter hereof, superseding any and all prior or
contemporaneous oral and prior written agreements, understandings and letters
of
intent. This Agreement may not be modified or amended nor may any right be
waived except by a writing which expressly refers to this Agreement, states
that
it is a modification, amendment or waiver and is signed by all parties with
respect to a modification or amendment or the party granting the waiver with
respect to a waiver. No course of conduct or dealing and no trade custom or
usage shall modify any provisions of this Agreement.
(b)
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to
be
performed entirely within such State.
(c)
This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted
assigns.
(d)
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one
and the same document.
(e)
The various representations, warranties, and covenants set forth in
this Agreement or in any other writing delivered in connection therewith shall
survive the issuance of the Shares.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year
first
above written.
MAPLE
MOUNTAIN EXPLORATIONS,
INC.
By:
________________________________________
PEGASI
ENERGY RESOURCES CORPORATION
By:
_________________________________________
TETON
ROYALTY
LTD.
By:
___________________
_________________________
Xxxxxxx
Xxxxxxx
_________________________
Xxxxxxx
Xxxxxxxx
_________________________
Xxxxxxx
Xxxxxxxxxxx
_________________________Frank
Xxxxx
Schedule
I
|
Shareholder
|
Shares
|
|
Xxxxxxx
Xxxxxxx
[address]
|
5,118,750
|
|
Xxxxxxx
Xxxxxxxx
[address]
|
5,118,750
|
|
Teton
Royalty Ltd.
[address]
|
4,375,000
|
|
Xxxxxxx
Xxxxxxxxxxx
[address]
|
2,187,500
|
|
Xxxxx
Xxxxx
[address]
|
700,000
|
Schedule
II
Employment
Agreement, dated as of May 1, 2007, between Pegasi Energy Resources Corporation,
and Xxxxxxx X. Lindermanis
Employment
Agreement, dated as of May 1, 2007, between Pegasi Energy Resources Corporation,
and Xxxxxxx Xxxxxxx
Employment
Agreement, dated as of May 1, 2007, between Pegasi Energy Resources Corporation,
and W. (Xxxx) X. Xxxxxxxx
Exhibit
A
Accredited
investors
A
Shareholder who meets any one of the following tests is an accredited
investor:
(a)
The Shareholder is an individual who has a net worth, or joint net worth
with the Shareholder’s spouse, of at least $1,000,000.
(b)
The Shareholder is an individual who had individual income of more than
$200,000 (or $300,000 jointly with the Shareholder’s spouse) for the past two
years, and the Shareholder has a reasonable expectation of having income of
at
least $200,000 (or $300,000 jointly with the Shareholder’s spouse) for the
current year.
(c)
The Shareholder is an officer or director of the Company.
(d)
The Shareholder is a bank as defined in section 3(a)(2) of the Securities
Act or any savings and loan association or other institution as defined in
section 3(a)(5)(A) of the Securities Act whether acting in its individual or
fiduciary capacity.
(e)
The Shareholder is a broker or dealer registered pursuant to section 15
of the Securities Exchange Act of 1934.
(f)
The Shareholder is an insurance company as defined in section 2(13) of
the Securities
Act.
(g)
The Shareholder is an investment company registered under the Investment
Company Act of 1940 or a business development company as defined in section
2(a)(48) of that Act.
(h)
The Shareholder is a small Business Investment Company licensed by the
U.S. Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958.
(i)
The Shareholder is an employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in section 3(21) of such Act,
which is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors.
(j)
The Shareholder is a private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940.
(k)
The Shareholder is an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust,
or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.
(l)
The Shareholder is a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) of the Commission under the Securities Act.
(m)
The Shareholder is an entity in which all of the equity owners are
accredited investors (i.e., all of the equity owners meet one of the tests
for
an accredited investor).
If
an individual Shareholder qualifies as an accredited investor, such individual
may purchase the Shares in the name of his or her individual retirement account
(“XXX”).
