Exhibit "F"
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement dated November 26, 2001
by and among the Xxxxxxxxx X. Xxxxxxx XXX whose address is 1
Tower Bridge, 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000 ("Xxxxxxx") and Xxxxxx Xxxxx whose address is
at 0000 Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ("Xxxxx").
BACKGROUND
WHEREAS, Xxxxx is an individual desiring to sell
shares of Daleco Resources Corporation ("Daleco") common stock
$.01 par value ("Daleco Stock"); and
WHEREAS, Xxxxxxx is an individual retirement plan
maintained in accordance with Section 408 of the Internal
Revenue Code of 1986, as amended, with X.X. Xxxxxxxx & Co., Inc.
acting as the custodian thereof, and Xxxxxxx is desiring to
purchase Daleco Stock;
NOW THEREFORE, in consideration of the mutual
agreement and covenants set forth herein and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I.
INCORPORATION BY REFERENCE
1.1 The parties incorporate the Background provisions
hereof as though same were set forth at length herein.
ARTICLE II.
THE PURCHASE AND SALE OF STOCK
2.1 The Closing. At the closing of the purchase and
sale contemplated by this Agreement, Xxxxx shall sell, and
Xxxxxxx shall purchase 160,000 shares of Daleco Stock (the
"Xxxxxxx Stock").
2.2 Closing Date. The date of the Closing ("Closing
Date") shall be a date mutually agreeable to the parties hereto
but in no event later than November 26, 2001.
2.3 Place of Closing. The Closing shall take place
at 0 Xxxxxx Xxxxx, Xxxxxxxxx, XX or such other place as the
parties mutually agree.
ARTICLE III.
PURCHASE PRICE
3.1 The purchase price for the Xxxxxxx Stock shall be
$1.25/share for a total of Two Hundred Thousand Dollars
($200,000) payable in immediately available funds at Closing.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Xxxxx. Xxxxx
represents and warrants to Xxxxxxx:
4.1.1 This Agreement is a legal, valid and
binding obligation of Xxxxx.
4.1.2 The execution, delivery and performance of
this Agreement by Xxxxx and the consummation of the transactions
contemplated hereby will not constitute a breach or a violation
of or default under any judgment, decree, order, permit, or
license. The consummation by Xxxxx of the transaction
contemplated hereby will not require the consent or approval of
any other party.
4.13 No written statement, certificate,
schedule, list or other written information furnished by Xxxxx
in connection with this Agreement contains any untrue statement,
as of the date of its issuance, or omitted to state a material
fact or facts necessary in order to make the statements herein
or therein, in light of the circumstances under which they were
made, not misleading. Xxxxx is not aware of any facts or
circumstances not generally known to holders of Daleco Stock
that, if publicly disclosed, would have a material adverse
effect on Daleco, the Daleco Stock or the value thereof.
4.14 Title to Shares. Xxxxx owns fee title to
the number of purchased shares set forth in Section 3.1 hereof,
free and clear of all liens, claims, options and encumbrances,
and Xxxxx has complete and unrestricted right and power to sell,
assign and deliver to Xxxxxxx unencumbered marketable title to
the purchased shares owned by Xxxxx. Upon the transfer of the
purchased shares to Xxxxxxx hereunder, Xxxxxxx shall own the
purchased shares, free and clear of all liens, charges, options,
agreements, encumbrances and claims. There are no
shareholders', "buy-sell" or similar agreements in effect with
respect to any capital stock of Daleco Resources Corporation.
4.1 Representations and Warranties of Xxxxxxx.
Xxxxxxx represents and warrants to Xxxxx:
4.2.1 This Agreement is a legal, valid and
binding obligation of Xxxxxxx.
4.2.2 Xxxxxxx has complied with all requirements
under the Securities and Exchange Act of 1934, as amended ("'34
Act") with regard to the purchase of the Xxxxxxx Stock.
4.2.3 Sophisticated Investor. Xxxxxxx
represents and warrants that he is an experienced and
sophisticated investor and is making this acquisition based upon
his own due diligence.
ARTICLE V.
COVENANTS
5.1 Filings. Xxxxxxx shall promptly make all filings
required by the '34 Act to include, by way of example and not
limitation, all filings under Section 13 of the '34 Act.
5.2 Issuance of Shares. Xxxxx shall, as and when
required hereby, cause Daleco or Daleco's transfer agent to
issue and deliver certificates representing the Xxxxxxx Stock.
5.3 Common Stock. The Common Stock to be issued
hereunder, shall not have been registered under the Securities
Act of 1933, as amended, and shall bear the following
restrictive legend.
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("'33 ACT"), OR
ANY OTHER SECURITIES AUTHORITY. THE
SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER
THE '33 ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUE THAT THE SALE
OR TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE ACT.
5.4 Registration Rights. Xxxxxxx shall have the same
registration rights for the Common Stock purchased that Xxxxx is
entitled to by agreement. Daleco will enter into a registration
rights agreement with Xxxxxxx in the form of Exhibit A attached
hereto, which Daleco hereby agrees is the same as in effect with
Xxxxx.
ARTICLE VI.
CONDITIONS TO CLOSING
6.1 Conditions to Closing of Xxxxx. The obligation
of Xxxxx to close the transaction contemplated by this Agreement
is subject to the following:
6.1.1 The representations and warrants contained
in Paragraph 4.2 hereof shall be true, complete and accurate.
6.1.2 No suit, action, investigation, inquiry or
other proceeding by any governmental body or other person or
legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the
transactions contemplated hereby.
6.2 Conditions to the Obligations of Xxxxxxx. The
obligation of Xxxxxxx to close the transactions contemplated by
this Agreement is subject to the following:
6.2.1 The representations and warranties
contained in Paragraph 4.1 hereof shall be true, complete and
accurate.
6.2.2 No suit, action, investigation inquiry or
other proceeding by any governmental body or other person or
legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the
transactions contemplated hereby.
ARTICLE VII.
MISCELLANEOUS
7.1 Termination. Notwithstanding anything to the
contrary in this Agreement, this Agreement may be terminated at
anytime prior to Closing:
7.1.1 By mutual agreement of the parties hereto.
7.1.2 By Xxxxx in the event that the closing
conditions in Section 6.1 are not satisfied as of the Closing.
7.1.3 By Xxxxxxx in the event that the closing
conditions contained in Section 6.2 are not satisfied as of the
Closing.
7.1.4 By either party if the Closing shall not
have been consummated by November 31, 2001, unless the failure
to consummation the Closing is the result of a willful and/or
material breach of this Agreement by the party seeking to
terminate this Agreement.
7.2 Entire Agreement. This Agreement represents the
final agreement between Xxxxxxx and Xxxxx with respect to the
subject matter hereof and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of Xxxxxxx
and Xxxxx. There are no unwritten oral agreements between
Xxxxxxx and Xxxxx.
7.3 Governing Law. This Agreement shall be governed
by, and shall be construed and enforced in accordance with, the
internal laws of the Commonwealth of Pennsylvania without giving
effect to conflicts of law provisions.
7.4 Headings. Section and subsection headings in this
Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.
7.5 Notice. All notices or other communications
hereunder shall be in writing, shall be effective upon receipt
and shall be made by hand delivery, certified mail return
receipt requested, or by overnight courier, postage prepaid
addressed as follows:
To Xxxxx: 0000 Xxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
To Xxxxxxx: 1 Tower Bridge
000 Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Either party may change its address for Notice by giving the
other party not less than ten (10) days notice of its new
address in accordance with this Paragraph 9.5.
7.6 Invalidity of Certain Provisions. Any term or
provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity or
enforceability of any terms or provisions hereof.
7.7 Multiple Counterparts. This Agreement may be
executed in one or more counterparts and be different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document.
7.8 Costs. Each party agrees to bear all its own
legal accounting and other fees incurred in the negotiation of
the transaction contemplated hereby, the conduct of its due
diligence and the preparation of the documents, exhibits and
schedules addressed and referenced herein.
7.9 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
__________________________________
Xxxxxx Xxxxx
Xxxxxxxxx X. Xxxxxxx XXX
By:_______________________________
Xxxxxxxxx X. Xxxxxxx
Settlor
JOINDER
The undersigned, intending to be legally bound and as
a material inducement for Xxxxxxx to make the stock purchase
contemplated by the foregoing Stock Purchase Agreement (the
"Agreement"), hereby joins in the Agreement for the purposes set
forth in Section 5.4.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Joinder to and in favor of Xxxxxxx this
__________ day of December, 2001.
DALECO RESOURCES CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
