SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT ("Agreement") is executed this 30th day
of June 1999 by and between AmeriResource Technologies, Inc., a Delaware
corporation ("ARET"), and Calbear,LLC., a Texas corporation ("Purchaser").
Recitals
WHEREAS, ARET is in the process of restructuring its operations and
desires to sell all of its shares of common stock and any preferred stock
(collectively referred to as "the Shares") in ten non-operating subsidiaries,
including:
4. KLH Engineering of Colorado Springs, Inc.,
5. KLH Engineering of Lakewood, Inc.,
6. KLH Engineering of Grand Junction, Inc.,
4. KLH Engineering of Xxxxxx, Inc.,
5. KLH Engineering of San Mateo, Inc.,
6. KLH Engineering & Constructors, Inc.,
7. Xxxxxx Technologies, Inc.,
8. LBH Engineering, Inc.,
9. Coffee Engineering & Surveying, Inc., and
10. Xxxxxxx & Associates, Inc.; and
WHEREAS, Purchaser wishes to purchase ARET's shares in each of the
above listed entities in an attempt to salvage any potential value the
subsidiaries may have.
Agreement
1. Sale of Shares. ARET agrees to transfer the Shares to Purchaser, and
Purchaser agrees to acquire the Shares from ARET. Immediately after
ARET receives a duly executed copy of this Agreement and delivery of
the purchase price set forth below, it will deliver the Shares to
Purchaser.
2. Purchase Price. As consideration for the Shares, the Purchaser shall
deliver to a check in the amount of $550 for all of the Shares, which
constitute all of ARET's share interest in each of the above-named
subsidiaries.
3. Representation, Warranties and Covenants of Purchaser. Purchaser
represents, warrants and covenants that:
a. Purchaser is an entity formed under the laws of the State of
Texas.
b. Purchaser is acquiring the Shares for its own account and not
with a view to any distribution within the meaning of the
Securities Act of 1933, as amended (the "Act"). Purchaser
acknowledges that it has been advised and is aware that the
Shares have not been registered under the Act and are
"restricted stock" within the meaning of Rule 144 promulgated
pursuant
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to the Act ("Rule 144"). Unless, and until, the Shares are
registered under the Act, they will be subject to limitations
upon the resale set forth in Rule 144 or in other
administrative interpretations by the SEC in effect at the
time of the proposed disposition.
c. Purchaser has received all of the information it considers
necessary or appropriate for determining whether to purchase
the Shares. Purchaser is familiar with the business, affairs,
risks and properties of the 10 subsidiaries.
d. Purchaser has such knowledge and expertise in financial and
business matters that it is capable of evaluating the merits
and substantial risks of an investment in the Shares and is
able to bear the economic risks relevant to the purchase of
the Shares hereunder.
e. Purchaser is relying solely upon independent consultation with
its professional, legal, tax, accounting and such other
advisors as Purchaser deems to be appropriate in purchasing
the Shares; Purchaser has been advised to, and has consulted
with, its professional tax and legal advisors with respect to
any tax consequences of investing in the Shares.
f. Purchaser recognizes that an investment in the securities of
the 10 subsidiaries involves a substantial risk and
understands the risk factors related to the purchase of the
Shares.
g. Purchaser understands that there is no public market for the
Shares.
h. Without in any way limiting the representations set forth
above, Purchaser further agrees not to make any disposition of
all or any portion of the Shares unless and until:
(1) There is then in effect a registration statement
under the Act covering such proposed disposition and
such disposition is made in accordance with such
registration statement.
i. Purchaser understands that ARET is relying upon Purchaser's
representations and warranties as contained in this Agreement
in consummating the sale and transfer of the Shares without
registering them under the Act or any law. Therefore,
Purchaser agrees to indemnify ARET against, and hold it
harmless from, all losses, liabilities, costs, penalties and
expenses (including attorney's fees) which arise as a result
of a sale, exchange or other transfer of the Shares other than
as permitted under this Agreement.
6. Representations and Warranties of ARET. ARET represents and warrants
that:
a. ARET is a corporation duly organized and validly existing
under the laws of the State of Delaware.
b. ARET has valid title to the Shares which it is transferring to
the Purchaser pursuant to this Agreement. There are no claims,
liens, security interests, or other encumbrances upon the
Shares.
c. All corporate action on the part of ARET required for the
lawful execution and delivery of this Agreement and the
issuance, execution and delivery of the Shares has been duly
and effectively taken. Upon execution and delivery, this
Agreement will constitute a valid and binding obligation of
ARET, enforceable in accordance with its terms, except as the
enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting
creditors' rights generally.
d. Except as to the title to the Shares and the absence of any
claims, liens, security interests, or other encumbrances upon
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the Shares, ARET makes no representations or warranty of any
kind whatsoever, either express or implied, with respect to
the Shares and the value thereof or the lack of value
represented thereby and with respect to the financial cond-
ition of any of the above-listed subsidiaries or the assets of
any of such subsidiaries.
7. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants made by ARET and Purchaser in
this Agreement shall survive the purchase and sale of the Shares.
8. Miscellaneous.
a. In the event any one or more of the provisions contained in
this Agreement are for any reason held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not effect any other provisions of
this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
b. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, legal
representatives, successors, and permitted assigns. The
parties hereto may not transfer or assign any part of their
rights or obligations except to the extent expressly permitted
by this Agreement.
c. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the sale of
the Shares and may not be modified or amended except in
writing signed by both parties.
d. No term or condition of this Agreement shall be deemed to have
been waived nor shall there be any estoppel to enforce any
provision of this Agreement except by written instrument of
the party charged with such waiver or estoppel.
e. The validity, interpretation, and performance of this Agree-
ment shall be governed by the laws of the State of Utah, with-
out regard to its law on the conflict of laws. Any action or
proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement may be brought
against any of the parties in the courts of the State of Utah,
County of Salt Lake, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any
objection to venue laid therein. The parties exclude any and
all statutes, laws and treaties which would allow or require
any dispute to be decided in another forum or by other rules
of decision than provided in this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.
AmeriResource Technologies, Inc. ("ARET") Calbear, LLC.. ("Purchaser")
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Xxxxxx Xxxxxxx, CEO XxxxxxXxxx X. Xxxxxxxx, President
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