Exhibit 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is dated as of March 22, 2001, by and among
SA Oil and Gas Corporation, an Arizona corporation (the "Company"); those
parties listed on Schedule A hereto (collectively, the "Shareholders"); and
Stratford American Corporation, an Arizona corporation (the "Purchaser").
RECITALS:
A. The Company is engaged in the oil and gas business (the "BUSINESS").
B. The Shareholders listed on Schedule A hereto own shares of the common
stock of the company (the "Common Shares").
C. In addition, Avionholding, S.P.A. (one of the Shareholders and also an
owner of Common Shares) also owns 250,000 of the shares of the Preferred Stock
of the Company (the "Avionholding Preferred Shares"). Avionholding, S.P.A. is
entering into this Agreement both with respect to its Common Shares and with
respect to the Avionholding Preferred Shares.
D. The Shareholders (including Avionholding, S.P.A.) desire to sell, and
the Purchaser desires to purchase, all of the Common Shares of the Company and
the Avionholding Preferred Shares, all upon the terms and subject to the
conditions set forth herein.
E. As used herein the terms "Common Shares" and "Avionholding Preferred
Shares" include all option rights, warrants, conversion rights and other similar
rights and options held by the applicable Shareholder with respect to the
Company and/or with respect to any equity or other interest in the Company (with
all the same sometimes referred to herein separately as the "Option Rights"),
all of which are being conveyed to Purchaser hereunder as a part of the Common
Shares and Avionholding Preferred Shares.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the Purchaser, the Company and the
Shareholders hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement, capitalized
terms shall have meanings assigned to them in SECTION 9.13 hereof.
ARTICLE II
SALE AND TRANSFER OF COMMON SHARES; CLOSING; RELEASE
SECTION 2.01 TRANSFER AND DELIVERY OF SHARES. On the terms and subject to
the conditions of this Agreement, at the Closing, the Shareholders shall assign,
transfer, convey and deliver to the Purchaser, and the Purchaser shall acquire
from the Shareholders, the Common Shares (including all Option Rights) and
Avionholding S.P.A. shall assign, transfer, convey and deliver to Purchaser and
Purchaser shall acquire from Avionholding, S.P.A. the Avionholding Preferred
Shares (including all Option Rights with respect thereto).
SECTION 2.02 PURCHASE PRICE. The purchase price for the Common Shares
(including all Option Rights) shall be one (1) share of the common stock of
Purchaser (the "Stratford Stock") for each twenty (20) of the Common Shares. On
the terms and subject to the conditions of this Agreement, the Stratford Stock
shall be issued at the Closing by the Purchaser to the Shareholders in exchange
for the Common Shares (including all Option Rights) being endorsed and delivered
to Purchaser. The purchase price for the Avionholding Preferred Shares
(including all Option Rights with respect thereto) shall be one share of the
Stratford Stock for each two of the Avionholding Preferred Shares (and such
Option Rights). On the terms and subject to the conditions of this Agreement,
the Stratford Stock shall be issued at the Closing by the Purchaser to
Avionholding, S.P.A. in exchange for the Avionholding Shares (and all Option
Rights with respect thereto) being endorsed and delivered to Purchaser.
SECTION 2.03 CLOSING. Subject to the terms and conditions of this
Agreement, the transfer to Purchaser of the Common Shares (including all Option
Rights) and Avionholding Preferred Shares (including all Option Rights with
respect thereto) contemplated by this Agreement shall take place at a closing
(the "CLOSING)" to be held at the offices of Purchaser, 2400 E. Arizona Biltmore
Circle, Suite 1270, Xxxx. 0, Xxxxxxx, Xxxxxxx 00000, or at such other place in
Maricopa County, Arizona as may be designated by the Purchaser prior to the date
of the Closing. The Closing shall occur on April 15, 2001 or as soon thereafter
is practicable.
SECTION 2.04 CLOSING DELIVERIES BY THE COMPANY AND THE SHAREHOLDERS. At the
Closing, each Shareholder shall deliver or cause to be delivered to the
Purchaser:
(a) the certificate or certificates representing the Common Shares owned by
the Shareholder, duly endorsed (or accompanied by duly executed stock powers)
for transfer to the Purchaser (with all Option Rights to be conveyed to the
Purchaser therewith without the requirement of further documentation); and
(b) such other documents as the Purchaser may reasonably request.
SECTION 2.05 CLOSING DELIVERIES BY THE COMPANY AND AVIONHOLDING, S.P.A. At
the Closing Avionholding, S.P.A. shall deliver or cause to be delivered to the
Purchaser:
(a) the certificate representing the Avionholding Preferred Shares owned by
Avionholding, S.P.A., duly endorsed (or accompanied by a duly executed stock
power) for transfer to the Purchase (with all Option Rights with respect thereto
to be conveyed to Purchaser therewith, without the requirement of further
documentation); and
(b) Such other documents as the Purchaser may reasonably request.
SECTION 2.06 CLOSING DELIVERIES BY THE PURCHASER. At the Closing, the
Purchaser shall deliver to each Shareholder:
(a) one share of the Stratford Stock duly issued to each Shareholder for
each 20 of the Common Shares being conveyed to Purchaser by such Shareholder;
and
(b) One share of Stratford Stock duly issued to Avionholding, S.P.A. for
each two shares of the Avionholding Preferred Shares being conveyed to Purchaser
by Avionholding, S.P.A.
(c) such other documents as any Shareholder may reasonably request.
SECTION 2.07 MUTUAL RELEASES. As of the Closing and without the need of
further documentation, each Shareholder hereby releases the Company and the
officers, directors, principals, representatives and agents of the Company from
any and all claims, liabilities, rights and causes of action of any type,
liquidated and unliquidated, fixed and contingent, now or then existing. In
addition, as of the Closing and without the need of further documentation, the
Company hereby releases each Shareholder and any officers, directors,
principals, representatives and agents of each Shareholder from any and all
claims, liabilities, rights and causes of action of any type, liquidated and
unliquidated, fixed and contingent, now or then existing. The foregoing releases
shall not extend to or in any way affect the existing Note from the Company to
Avionholding, S.P.A. or the security therefore, which Note is being revised
herewith and which Note, as so revised, and the security therefore shall survive
the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS
As an inducement to the Purchaser to enter into this Agreement, each
Shareholder (on its own behalf and not on behalf of the Company or any other
Shareholder) and the Company make the following representations and warranties
to the Purchaser:
SECTION 3.01 WARRANTIES OF SHAREHOLDERS. Each of the Shareholders,
individually and not jointly, represents and warrants to the Purchaser that: (a)
such Shareholder has all legal capacity to enter into this Agreement and to
carry out his obligations hereunder and to consummate the transactions
contemplated hereby; (b) this Agreement has been duly executed and delivered by
such Shareholder; and (c) such Shareholder is the record and beneficial owner of
the Common Shares (and any and all Option Rights held by the Shareholder)
indicated by its name on Schedule A attached to this Agreement, free and clear
of all Encumbrances, and such Shareholder has full power and authority to, and
at the Closing shall, transfer good and valid title to such Common Shares (and
any and all Option Rights held by the Shareholder) free and clear of any
Encumbrances. Avionholding, S.P.A. warrants and represents that, in addition to
the above warranties, it holds the Avionholding Preferred Shares (and all Option
Rights with respect thereto) free and clear of all Encumbrances and has full
power and authority to, and at the Closing shall, transfer good and valid title
to such Avionholding Preferred Shares (and all Option Rights with respect
thereto) free and clear of any Encumbrances.
SECTION 3.02 WARRANTIES OF COMPANY. The Company (and not the Shareholders)
warrant and represent to Purchaser as follows:
(a) The Company warrants that it is a corporation duly organized, validly
existing and in good standing under the laws of the State of Arizona and has all
requisite corporate power and authority to own, operate or lease the properties
and assets now owned or leased by it, to carry on the Business as it has been
and is currently conducted and to enter into this Agreement. True and correct
copies of the Articles of Incorporation and Bylaws of the Company have been
delivered by the Company to the Purchaser. The execution and delivery of this
Agreement by the Company, the performance by the Company of its obligations
hereunder and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by all requisite action on the part of the
Company. This Agreement has been duly executed and delivered by the Company.
(b) The Company warrants and represents to Purchaser that the authorized
capitalization of the Company consists of 50,000,000 shares of capital stock, of
which 25,000,000 consist of authorized shares of Common Stock, zero par value
(of which 13,468,958 are outstanding and constitute the Common Shares) and of
which 25,000,000 consist of authorized shares of preferred stock one dollar par
value (only 250,000 of which are outstanding and constitute the Avionholding
Preferred shares). All of the Common Shares outstanding and the Avionholding
Preferred Shares are validly issued, fully paid and non-assessable. There are no
outstanding rights, warrants, options or agreements with respect to any class of
capital stock of the Company including, without limitation, agreements granting
to any Person rights to acquire any capital stock or agreements with respect to
the voting thereof other than those being conveyed to Purchaser hereunder.
Except for the Common Shares and the Avionholding Preferred Shares, there are no
other outstanding equity securities of the Company.
(c) The Company warrants and represents to the Purchaser that the most
recent financial statements of the Company delivered to Purchaser by Company are
true and correct in all material respects and that the same accurately reflect
the financial condition of the Company in all material respects.
(d) The Company represents and warrants to Purchaser that there are no
judicial or administrative actions, suits or proceedings pending against the
Company, or, to the knowledge of the Company, threatened against the Company,
except as may have been disclosed in writing to Purchaser.
(e) The Company warrants and represents to Purchaser that, to the knowledge
of the Company, the Company has conducted and continues to conduct its Business
substantially in accordance with all material laws, rules or regulations and
governmental orders applicable to the Company or its properties or assets and
that the Company is not in material violation of any such law, rule, regulation
or order and has received no written notice of any such violation.
(f) The Company represents and warrants to Purchaser that the Company
currently holds any and all permits, licenses, authorizations and certificates
and other approvals of governmental authorities required for the operation of
its Business, as the same is currently being conducted.
(g) The Company represents and warrants to Purchaser that, to the knowledge
of the Company, it is not in violation of any contracts or agreements entered
into or by or binding upon the Company, and that it has provided to Purchaser
copies of any of each and every material contract and agreement currently
binding upon the Company.
(h) The Company warrants and represents to Purchaser that the Company owns,
leases or has the legal right to use all of the properties and assets reflected
in the financial statements delivered to Purchaser subject only to such
liabilities as reflected on such financial statements.
(i) The Company represents and warrants to Purchaser that the Company has
never established or promised to establish any Employee Plan, except as
disclosed in writing to Purchaser.
SECTION 3.03 SHAREHOLDERS WARRANTY AS TO SECURITIES LAW MATTERS. Each
Shareholder represents to the Purchaser that it is an "accredited investor"
within the meaning of Rule 501 under the Securities Act of 1933, as amended (the
"1933 Act"), and is acquiring the Stratford Stock hereunder pursuant to this
Agreement and for its own account for an investment and not with a view to, or
for resale in connection with any distribution thereof within the meaning of the
1933 Act. Each Shareholder acknowledges and agrees that: (i) the Stratford Stock
has not been registered and is a restricted security; (ii) such Shareholder will
not sell or otherwise transfer or dispose of any of his or its Stratford Stock
unless such Stratford Stock is registered under the 1933 Act and any applicable
state securities laws or unless, in the opinion of such Shareholder's counsel,
in form and substance satisfactory to the Purchaser, registration is not
required under the 1933 Act or under applicable state securities laws; (iii) the
Purchaser is under no obligation to register the Stratford Stock; and (iv) the
certificates issued to such Shareholder representing the Stratford Stock will
bear an appropriate legend reflecting the restricted nature of the Stratford
Stock.
SECTION 3.04 COMPANY AND SHAREHOLDER WARRANTY AS TO BROKERS. Company and
each Shareholder (on its own behalf and not for Company or any other
Shareholder) warrant and represent that no broker, finder, investment banker or
other Person is entitled to any brokerage, finder's or other fee or commission
or compensation in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Company or such
Shareholder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
As an inducement to the Company and the Shareholders to enter into this
Agreement, the Purchaser represents and warrants to the Company and the
Shareholders as follows:
SECTION 4.01 ORGANIZATION AND AUTHORITY OF THE PURCHASER. The Purchaser is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Arizona and has all requisite corporate power and authority
to enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The Purchaser will seek
approval by its Board of Directors of the execution and delivery of this
Agreement within ten days following the date hereof. When such approved is
obtained, the execution and delivery of this Agreement by Purchaser will have
been duly authorized by all requisite action on the part of the Purchaser. This
Agreement will be duly executed and delivered by the Purchaser.
SECTION 4.02 INVESTMENT. The Purchaser is an "accredited investor" within
the meaning of Rule 501 under the Securities Act of 1933, as amended (the "1933
Act"), and is acquiring the Common Shares pursuant to this Agreement for its own
account for investment and not with a view to, or for resale in connection with,
any "distribution" thereof within the meaning of the 1933 Act.
SECTION 4.03 BROKERS. No broker, finder, investment banker or other Person
is entitled to any brokerage, finder's or other fee or commission or
compensation in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Purchaser.
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01 CONDUCT OF BUSINESS PRIOR TO CLOSING. From the date hereof
until the Closing, the Company agrees that it shall conduct its business without
material variation from the manner that the same have been conducted during the
prior year. The Company covenants that prior to the Closing, without the
Purchaser's consent, it shall not:
(a) issue or sell any shares of the Company's capital stock of any class,
or issue or sell any securities convertible into, or options with respect to, or
warrants to purchase or rights to subscribe to, any shares of its capital stock
of any class, or make any commitment to issue or sell any such shares or
securities;
(b) change the Company's Articles of Incorporation or Bylaws; or
(c) agree or commit to do or authorize any of the foregoing.
SECTION 5.02 SHAREHOLDERS' COOPERATION AFTER THE CLOSING; FURTHER ACTION.
At any time and from time to time after the Closing, the Shareholders (including
Avionholdings, S.P.A.) shall execute and deliver to the Purchaser such other
instruments and take such other actions as the Purchaser may reasonably request
to vest title to the Common Shares in the Purchaser (and in the case of
Avionholding, S.P.A., the Avionholding Preferred Shares) and the Purchaser shall
execute and deliver to the Shareholders (including Avionholding, S.P.A.) such
other instruments and take such other action as any Shareholder may reasonably
request to vest title to the applicable Stratford Stock in such Shareholder
(including Avionholding, S.P.A.). Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable
laws, rules and regulations, and execute and deliver such documents and other
papers, as may be required to carry out the provisions of this Agreement and to
consummate and make effective the transactions contemplated hereby. The Company
and each Shareholder (on behalf of itself and not the Company or any other
Shareholder) will provide such information as is reasonably required by
Purchaser for any Report on Form 8-K to be filed by Purchaser with the
Securities and Exchange Commission in connection with this transaction.
SECTION 5.03 TRANSFER OF SHARES. Each Shareholder agrees (on behalf of
itself and not any other Shareholder) that after the date of this Agreement and
through the Closing such Shareholder, without the Purchaser's consent, shall not
sell, transfer, mortgage, pledge or otherwise dispose of or encumber all or any
part of the Common Shares held by such Shareholder. Avionholding, S.P.A. agrees
that after the date of this Agreement and through Closing it, without the
Purchaser's consent, shall not sell, transfer, mortgage, or otherwise dispose of
or encumber all or any par of the Avionholding Preferred Shares.
ARTICLE VI
CONDITIONS TO CLOSING
6.01 CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDERS AND THE COMPANY. The
obligations of the Shareholders and the Company to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment, at or prior
to the Closing, of each of the following conditions:
(a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of the Purchaser contained in this Agreement shall have been true and
correct when made and shall be true and correct in all material respects as of
the Closing with the same force and effect as if made as of the Closing, the
covenants and agreements contained in this Agreement to be complied with by the
Purchaser on or before the Closing shall have been complied with in all material
respects; and
(b) NO PROCEEDING OR LITIGATION. No legal action shall have been commenced
or threatened against the Shareholders, the Company or the Purchaser, seeking to
restrain or materially alter the transaction contemplated hereby which, in the
reasonable good faith determination of the Company and the Shareholders, is
likely to render it impossible or unlawful to consummate the transactions
contemplated by this Agreement; PROVIDED, HOWEVER, that the provision of this
Section 7.01(b) shall not apply if any of the Shareholders or the Company has
solicited or encouraged any such Action.
6.02 CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of the
Purchaser to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, at or prior to the Closing, of each of the following
conditions:
(a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of the Shareholders and the Company contained in this Agreement shall
have been true and correct when made and shall be true and correct in all
material respects as of the Closing with the same force and effect as if made as
of the Closing, the covenants and agreements contained in this Agreement to be
complied with by the Shareholders and the Company on or before the Closing shall
have been complied with in all material respects;
(b) NO PROCEEDING OR LITIGATION. No legal action shall have been commenced
or threatened against the Shareholders, the Company or the Purchaser, seeking to
restrain or materially and adversely alter the transactions contemplated hereby
which in the reasonable good faith determination of the Purchaser is likely to
render it impossible or unlawful to consummate the transactions contemplated by
this Agreement or which could have a Material Adverse Effect; PROVIDED, HOWEVER,
that the provisions of this Section 7.02(b) shall not apply if the Purchaser has
solicited or encouraged any such Action; and
(c) PURCHASER'S BOARD APPROVAL. Within ten days following the date of this
Agreement, the Board of Directors of the Purchaser shall have authorized the
execution and delivery of this Agreement and the other agreements, documents and
instruments referenced herein, and the consummation of the transactions
contemplated hereby and thereby.
ARTICLE VII
PARTIAL ACQUISITION
SECTION 7.01 SPECIAL CONDITION/PARTIAL ACQUISITION. If less than those
Shareholders holding 90% of the Common Shares execute this Agreement, Purchaser
may, at its option and in its sole discretion, either terminate this Agreement
or proceed to the Closing hereunder and acquire the Common Shares (and
Avionholding Preferred Shares) of those Shareholders executing this Agreement,
pursuant to the terms hereof. In any event, the Purchaser may make separate
arrangements for the acquisition of up to 10% of the outstanding Common Shares.
ARTICLE VIII
SURVIVAL
SECTION 8.01 SURVIVAL. The representations and warranties of the Company
and the Shareholders contained in this Agreement shall survive the Closing.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by facsimile (fax) transmission, or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the addresses (or facsimile numbers) specified on the signature page
or on Schedule A.
SECTION 9.02 PUBLIC ANNOUNCEMENTS. Except to the extent that the parties
consent in writing otherwise, (a) the parties to this Agreement shall keep the
existence and terms of this Agreement confidential, and (b) no party to this
Agreement other than Purchaser shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media. Without
limiting the foregoing, the parties agree that the Purchaser or an affiliate of
the Purchaser may make such disclosure (on Form 8-K, by press release or
otherwise) regarding the terms of this Agreement and the transactions
contemplated hereby as it deems necessary to comply with applicable securities
laws or the rules and regulations of applicable stock exchanges.
SECTION 9.03 HEADINGS. The descriptive headings contained in this Agreement
are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
SECTION 9.04 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any law, rule, regulation
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible.
SECTION 9.05 ENTIRE AGREEMENT. This Agreement and the other agreements,
documents and instruments referenced herein constitute the entire agreement of
the parties hereto with respect to the subject matter hereof and thereof and
supersede all prior agreements and undertakings, both written and oral, by and
among the Company, the Shareholders and the Purchaser with respect to the
subject matter hereof and thereof.
SECTION 9.06 ASSIGNMENT. This Agreement may not be assigned by operation of
Law or otherwise by the Shareholders, the Company or the Purchaser.
SECTION 9.07 NO THIRD PARTY BENEFICIARIES. This Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their permitted
assigns and nothing herein, express or implied, is intended to or shall confer
upon any other Person.
SECTION 9.08 AMENDMENT. This Agreement and the Exhibits hereto may not be
amended or modified except by an instrument in writing signed by, or on behalf
of each of, the Company, the Shareholders' previously executing this Agreement
and the Purchaser.
SECTION 9.09 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Arizona applicable to
contracts executed in and to be performed entirely within that state.
SECTION 9.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 9.11 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or equity without the necessity of demonstrating the inadequacy of
monetary damages.
SECTION 9.12 ARBITRATION. If any dispute, controversy or claim arises out
of or relates to this Agreement or the breach, termination or validity thereof,
and if such dispute, controversy or claim cannot be settled through direct, good
faith discussions among the parties, the same shall be settled by arbitration in
accordance with the Arizona Uniform Arbitration Act, A.R.S. xx.xx. 12-1501
through 12-1518, in effect on the date of this Agreement. The arbitration shall
be the sole and exclusive forum for resolution of the dispute, controversy or
claim, and the award of the arbitrator shall be final and binding to the extent
permitted by law. Any arbitration shall be conducted in Phoenix, Arizona. The
prevailing party in any such arbitration shall be reimbursed by the other party
for all costs and expenses of such arbitration, including reasonable attorneys'
fees.
SECTION 9.13 DEFINITIONS. Certain terms used in this Agreement are defined
as follows:
"Agreement" means this Stock Purchase Agreement, and any amendments thereto
made in accordance with the provisions of Section 9.8.
"Avionholding Preferred Shares" has the meaning specified in the Recitals
above.
"Business" means the business of the Company specified in the first recital
to the Agreement.
"Closing" has the meaning specified in Section 2.03.
"Company" has the meaning specified in the introductory paragraph of the
Agreement.
"Common Shares" has the meaning specified in the Recitals above.
"Employee Plan" means any employee benefit plan, retirement plan, bonus
plan, severance plan, or other similar benefit plan, program or arrangement in
favor of any present or former employees of Company, or otherwise binding on
Company.
"Encumbrance" means any security interest, pledge, mortgage, lien
(including, without limitation, environmental and tax liens), charge, judgment,
encumbrance, adverse claim, preferential arrangement, or restriction of any
kind, including, without limitation, any restriction on the use, voting,
transfer, receipt of income or other exercise of any attributes of ownership.
"Person" means any individual, partnership, firm, corporation, limited
liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
"Purchaser" has the meaning given in the introductory paragraph of this
Agreement.
"Shareholder" means the persons listed on Schedule A attached to this
Agreement.
"Stratford Stock" has the meaning given in Section 2.02.
IN WITNESS WHEREOF, the Company, the Shareholders and the Purchaser have
caused this Agreement to be executed as of the date first written above.
COMPANY:
SA OIL AND GAS CORPORATION
By: /s/ Xxx X. Xxxxxx
-------------------------------
Name: Xxx X. Xxxxxx
Title: President
Address:
0000 Xxxx Xxxxxxx Biltmore Circle
Suite 1270, Bldg. 2
Xxxxxxx, XX 00000
SHAREHOLDERS:
See Schedule A for signatures
PURCHASER:
STRATFORD AMERICAN CORPORATION
By: /s/ Xxx X. Xxxxxx
-------------------------------
Name: Xxx X. Xxxxxx
Title: President
Address:
0000 Xxxx Xxxxxxx Biltmore Circle
Suite 1270, Bldg. 2
Xxxxxxx, XX 00000
SCHEDULES AND FORMS
to
Stock Purchase Agreement
Schedule A - List of shareholders of SA Oil and Gas Corporation
(Pursuant to Regulation S-B, Item 601(b)(2), Registrant agrees to furnish
supplementally to the Commission a copy of the schedule to this agreement upon
request.)
