Exhibit 10.1


 




 





STOCK PURCHASE AGREEMENT


 


by and among


 


MICHAEL W. HOPKINS,


 


FREDERICK A. HUTTNER,


 


SHERYL HUTTNER,


 


HUTTNER 1999 PARTNERSHIP LTD.,


 


RICHARD A. PISKE, III, and


 


ROBERT G. WONISH, as the Sellers


 


and


 


LARRY M. WRIGHT, as the Purchaser


 


 


Dated as of May 27, 2008




 





 

















 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”) is dated as of May 27,
2008, by and among Michael W. Hopkins, Frederick A. Huttner, Sheryl Huttner,
Huttner 1999 Partnership Ltd., a [    ] limited partnership,
Richard A. Piske, III, and Robert G. Wonish (each, a “Seller”,
and collectively, the “Sellers”);
and Larry M. Wright (the “Purchaser”).  The Company, the Sellers and the Purchaser
are collectively referred to herein as the “Parties”
and individually as a “Party”.


 


RECITALS


 


WHEREAS, the Sellers collectively
own approximately 45% of the issued and outstanding common stock, par value
$0.001 per share (the “Common Stock”),
of Stratum Holdings, Inc., a Nevada corporation (the “Company”);
and


 


WHEREAS,
the Purchaser desires to purchase from the Sellers a total of 11,837,857 of the
shares of Common Stock owned by the Sellers on the date hereof.


 


NOW THEREFORE, in
consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


ARTICLE 1

THE TRANSACTION; AGGREGATE PURCHASE PRICE


 


1.1           The Transaction.   At the Closing (as defined in Section 2.1),
subject to the terms and conditions of this Agreement, each Seller shall:


 


(a)           cause good and marketable title to
the shares of Common Stock set forth next to such Seller’s name on Exhibit A
(the “Shares”) to be
sold, assigned, transferred, delivered and conveyed to the Purchaser, free and
clear of all restrictions on transfer (other than any restrictions under the
Securities Act of 1933, as amended, and state securities laws), taxes,
encumbrances, options, warrants, purchase rights, contracts, commitments, equities,
claims, and demands (collectively, “Liens”),
and the Purchaser shall purchase and accept title to the Shares in accordance
with the terms and conditions set forth herein;


 


(b)           surrender to the Company for
cancellation the warrants and options exercisable for shares of Common Stock
set forth next to such Seller’s name on Exhibit A (the “Warrants and Options”); and


 


(c)           cause the individuals identified on Schedule
1.1(c) to execute and deliver to the Purchaser and the Company letters
resigning from their positions as directors, managers and/or officers of the
Company and each of the direct and indirect subsidiaries identified on Schedule
1.1(c), effective as of the Closing Date.


 

















 


1.2           Aggregate
Purchase Price.


 


(a)           In consideration of his purchase of
the Shares, the Purchaser shall pay to the Sellers at the Closing the aggregate
amount of $887,839.28 (the “Aggregate
Purchase Price”), which shall be paid (i) by the payment in
cash of $591,892.85 (the “Cash
Amount”) by confirmed wire transfer in immediately available
funds to a bank account or accounts to be designated by the Sellers, and (ii) by
delivery of promissory notes in the aggregate original principal amount of
$295,946.43 (the “Note
Amount”), bearing no interest and providing for the payment of
the Note Amount in full no later than December 31, 2008 (each, a “Note”, and collectively, the “Notes”).


 


(b)           The portion of the Aggregate Purchase
Price to be paid to each Seller at the Closing (including each Seller’s portion
of the Cash Amount and the Note Amount) is set forth opposite the name of such
Seller on Exhibit B.


 


ARTICLE 2

CLOSING; CONDITIONS TO CLOSING


 


2.1           Closing.  The closing of the transactions set forth
herein (the “Closing”)
shall take place at the offices of Haynes and Boone, LLP, located at 1221
McKinney Street, Suite 2100, Houston, Texas 77010, or at such other place
as the Parties may agree, contemporaneously with the signing of this Agreement
by all of the Parties.  The date of the
Closing shall be referred to herein as the “Closing Date”.


 


2.2           Conditions to
Closing.  The obligations of the
Parties to effect the transactions contemplated by this Agreement are subject
to the satisfaction or waiver of following conditions:


 


(a)           The Board of Directors of the Company
shall have appointed the Purchaser as the President and Chief Executive Officer
of the Company;


 


(b)           The Sellers’ delivery to the
Purchaser of the following:


 


(i)            the Resignation Letters, duly executed by the individuals
identified on Schedule 1.1(c);


 


(ii)           certificates representing the Shares, duly endorsed or
accompanied by duly executed stock powers; and


 


(iii)          the Warrants and Options;


 


(c)           The Purchaser’s delivery to the
Sellers of the following:


 


(i)            the Cash Amount of the Aggregate Purchase Price, by wire
transfer of immediately available funds to a bank account or accounts to be
designated by the Sellers; and


 


(ii)           the Notes representing the Note Amount of the Aggregate
Purchase Price, duly executed by the Purchaser; and


 

















 


(d)           The Company’s delivery to the
Purchaser of a certificate representing the Purchaser’s ownership of the Shares
as of the Closing Date, duly executed by the Company.


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


Each Seller hereby
represents and warrants to the Purchaser as follows:


 


3.1           Power and
Authority.  Such Seller has all
requisite legal power and authority to execute and deliver this Agreement and
all ancillary agreements and instruments pursuant thereto to which it is a
party (collectively, the “Transaction
Documents”), and to carry out and perform his, her or its
obligations thereunder.


 


3.2           Enforceability.  The Transaction Documents to which such
Seller is a party constitute, or upon execution shall constitute, valid and
binding agreements of such Seller, enforceable against such Seller in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors’ rights or by general principles of equity.


 


3.3           Title to Shares.  Such Seller is the record and beneficial
owner of and has good and marketable title to all of the Shares set forth
opposite his name in Exhibit A to this Agreement, free and clear of
all Liens.  The Shares set forth opposite
such Seller’s name on Exhibit A represent all of the shares of
Common Stock owned by such Seller as of the date of this Agreement, except for
the 100,000 shares of Common Stock being retained by Richard A. Piske, III.


 


ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser hereby
represents and warrants to the Sellers as follows:


 


4.1           Power and
Authority.  The Purchaser has all
requisite legal power and authority to execute and deliver the Transaction
Documents to which he is a party, and to carry out and perform his obligations
thereunder.


 


4.2           Enforceability.  The Transaction Documents to which the
Purchaser is a party, constitute, or upon his execution shall constitute, valid
and binding agreements of the Purchaser, enforceable against the Purchaser in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors’ rights or by general principles of equity.


 


ARTICLE 5

PLEDGE OF SHARES


 


5.1           Pledge of Shares.  As security for the performance of his
obligations under the Notes (including the payment of the Note Amount), the
Purchaser hereby grants to each Seller a security interest in and pledge of 331/3 %
of the Shares (which total 3,945,558 shares of Common 


 

















 


Stock) purchased
from such Seller pursuant to the terms and conditions of this Agreement (such
Shares, and any shares of capital stock or other securities of the Company
issued in exchange therefor or replacement thereof are collectively referred to
as the “Pledged Shares”),
and hereby assigns, transfers and sets over to such Seller all of the Purchaser’s
right, title and interest in and to the Pledged Shares, to be held by such
Seller as security for the payment of such Seller’s portion of the Note
Amount.  The Purchaser hereby further
assigns, transfers, sets over and grants to each Seller a security interest in
and to all proceeds of the Pledged Shares.


 


5.2           Voting.
Unless and until an Event of Default (as defined in the Notes) shall have
occurred and be continuing, the Purchaser shall have the right to vote the
Pledged Shares and to otherwise act with respect thereto.  All rights of the Purchaser to vote the
Pledged Shares shall, without further action by any party, cease if an Event of
Default shall occur.


 


5.3           Remedies.  Upon the occurrence of an Event of Default,
the Sellers shall be entitled to exercise all of the rights, powers and
remedies vested in them by this Agreement or the Notes and all rights, powers
and remedies now or hereafter existing at law or in equity or by statute or
otherwise for the protection and enforcement of their rights with respect to
the Pledged Shares.


 


ARTICLE 6

COVENANT OF THE PURCHASER


 


Upon the receipt by the
Company of (i) the net proceeds of the refunded portion of the workers’
compensation policy issued by AIG covering the employees of TradeStar
Construction Services, Inc., resulting from the sale of substantially all
of the assets of such subsidiary on October 26, 2007, and (ii) the
release of the balance of $1,600,000 of the proceeds from the Company’s sale of
all of its stock in Petroleum Engineers, Inc. on March 11, 2008,
which is currently escrowed with U.S. Bank, National Association, the Purchaser
covenants and agrees that he shall cause the Company to pay the principal amount
and accrued interest due and owing by the Company to each holder of Unsecured
Promissory Notes dated May 23, 2006.


 


ARTICLE 7

MISCELLANEOUS


 


7.1           Governing Law.  This Agreement shall be governed in all
respects by the laws of the State of Texas without reference to its conflict of
laws principles which might cause the application of the laws of another
jurisdiction.


 


7.2           Public
Announcements.  Any public
announcement or similar publicity with respect to this Agreement or the
transactions contemplated hereby shall be issued at such time and in such
manner as the Purchaser and the Company shall jointly determine.


 


7.3           Entire Agreement;
Amendment.  This Agreement (including
the Exhibits and the Schedule referred to herein) and the Notes constitute the
entire agreement of the Parties relating to the subject matter hereof, and all
prior understandings, whether written or oral are superseded by this Agreement
and the Notes, and all prior understandings, and all related agreements and
understandings are terminated.  No
amendment, modification or waiver of this Agreement will be effective unless
made in writing and signed by the Party to be bound thereby.  No other 


 

















 


course of dealing
between or among any of the Parties or any delay in exercising any rights
pursuant to this Agreement shall operate as a waiver of any rights of any
Party.


 


7.4           Successors and
Assigns.  All covenants and
agreements set forth in this Agreement will bind and inure to the benefit of
the heirs, executors, legal representatives, successors, and permitted assigns
of the Parties.  No party may assign this
Agreement or any of its rights, interests or obligations hereunder without the
prior written consent of the other Parties.


 


7.5           Notices.  All notices which either Party is required or
may desire to serve upon any other Party shall be in writing and addressed to
the Party at the address for such party set forth on Exhibit C, or
at such other address as such Party shall have furnished to the other Parties
in writing.  Any such notice may be served
personally or by facsimile or other form of electronic communication, provided
that written confirmation of receipt is immediately obtained or a hard copy is
concurrently sent by commercially recognized overnight delivery service (such
as Federal Express or DHL) or courier. Notice shall be deemed served upon
personal delivery or three (3) business days following the date sent.


 


7.6           Delays or
Omissions.  No delay or omission to
exercise any right or power accruing to any Party hereto, upon any breach or default
of the other Parties under this Agreement, shall impair any such right or power
of such Party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or any similar breach or default
thereafter occurring.


 


7.7           Expenses.  Each Party shall bear his, her or its own
expenses and legal fees with respect to this Agreement and the transactions
contemplated hereby.


 


7.8           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which may be executed by less than all of the Parties,
including by contemporaneous exchange of facsimile or electronic signatures
thereof, and all of which counterparts together shall constitute one and the
same agreement.


 


7.9           Dispute
Resolution.  Any dispute or controversy
arising out of, relating to, or in connection with this Agreement or any
Transaction Document, or the interpretation, validity, construction,
performance, breach, or termination thereof, shall be settled by binding
arbitration to be held in Houston, Texas in accordance with the rules then
in effect of the American Arbitration Association (the “Rules”).  The
arbitrator(s) may grant injunctions or other relief in such dispute or
controversy.  The decision of the
arbitrator(s) will be final, conclusive and binding on the Parties to the
arbitration.  Judgment may be entered on
the arbitration decision in any court having jurisdiction.  The arbitrator(s) will apply Texas law
to the merits of any dispute or claim, without reference to rules of
conflicts of law.  The arbitration
proceedings will be governed by federal arbitration law and by the Rules,
without reference to state arbitration law. 
The Parties hereby consent to the jurisdiction of the state and federal
courts located in Houston, Texas for any action or proceeding arising from or
relating to this Agreement or relating to any arbitration in which the Parties
are participants.


 

















 


7.10         No Third Party
Beneficiaries.  Except as otherwise
expressly provided in this Agreement, no person which is not a Party will have
any right or obligation pursuant to this Agreement.


 


7.11         Construction.
The Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Agreement will be construed
as if drafted jointly by the Parties and no presumption or burden of proof will
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.


 


7.12         Severability.  In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.


 


[Signature page follows]


 

















 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto as
of the day and year first above written.


 


	
  THE
  SELLERS:

  	
   

  	
  THE
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
  Michael
  W. Hopkins

  	
   

  	
  Larry
  M. Wright

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Michael W. Hopkins

  	
   

  	
  /s/
  Larry M. Wright

  
	
   

  	
   

  	
   

  
	
  Frederick
  A. Huttner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Frederick A. Huttner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sheryl
  Huttner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Sheryl Huttner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Huttner
  1999 Partnership Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  its
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frederick A. Huttner

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Frederick A. Huttner

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Richard
  A. Piske, III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Richard A. Piske, III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert
  G. Wonish

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert G. Wonish

  	
   

  	
   

  



 

















 


Exhibit A


 


Shares,
Warrants and Options


 


	
  Seller

  	
   

  	
  Shares

  	
   

  	
  Warrants

  	
   

  	
  No. of Options

  	
   

  
	
  Michael W.
  Hopkins

  	
   

  	
  3,889,000

  	
   

  	
  208,214

  	
   

  	
  0

  	
   

  
	
  Frederick A.
  Huttner

  	
   

  	
  100,000

  	
   

  	
  15,000

  	
   

  	
  0

  	
   

  
	
  Sheryl Huttner

  	
   

  	
  262,500

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Huttner 1999
  Partnership Ltd.

  	
   

  	
  2,687,500

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Richard A.
  Piske, III

  	
   

  	
  1,142,857

  	
   

  	
  0

  	
   

  	
  460,000

  	
   

  
	
  Robert G. Wonish

  	
   

  	
  3,756,000

  	
   

  	
  7,500

  	
   

  	
  0

  	
   

  
	
  Totals

  	
   

  	
  11,837,857

  	
   

  	
  230,714

  	
   

  	
  460,000

  	
   

  



 

















 


Exhibit B


 


Payment
of Aggregate Purchase Price


 


	
  Seller

  	
   

  	
  Cash Amount

  	
   

  	
  Note Amount

  	
   

  	
  Pro Rata Portion of

  Aggregate Purchase

  Price

  	
   

  
	
  Michael W.
  Hopkins

  	
   

  	
  $194,450.00

  	
   

  	
  $97,225.00

  	
   

  	
  $291,675.00

  	
   

  
	
  Frederick A.
  Huttner

  	
   

  	
  $5,000.00

  	
   

  	
  $2,500.00

  	
   

  	
  $7,500.00

  	
   

  
	
  Sheryl Huttner

  	
   

  	
  $13,125.00

  	
   

  	
  $6,562.50

  	
   

  	
  $19,687.50

  	
   

  
	
  Huttner 1999
  Partnership Ltd.

  	
   

  	
  $134,375.00

  	
   

  	
  $67,187.50

  	
   

  	
  $201,562.50

  	
   

  
	
  Richard A.
  Piske, III

  	
   

  	
  $57,142.85

  	
   

  	
  $28,571.43

  	
   

  	
  $85,714.28

  	
   

  
	
  Robert G. Wonish

  	
   

  	
  $187,800.00

  	
   

  	
  $93,900.00

  	
   

  	
  $281,700.00

  	
   

  
	
  Totals

  	
   

  	
  $591,892.85

  	
   

  	
  $295,946.43

  	
   

  	
  $887,839.28

  	
   

  



 

















 


Exhibit C


 


Addresses
for Notice


 


The Sellers:


 


	
  Name

  	
   

  	
  Address for Notice

  
	
  Michael W. Hopkins

  	
   

  	
  675
  Bering Drive, Suite 250

  
	
   

  	
   

  	
  Houston,
  Texas 77057

  
	
   

  	
   

  	
  Tel:
  (713) 266-0010

  
	
   

  	
   

  	
  Fax:
  (713) 972-1301

  
	
   

  	
   

  	
   

  
	
  Frederick A. Huttner,
  Sheryl Huttner and Huttner 1999 Partnership Ltd.

  	
   

  	
  P.O. Box
  270990

  Houston,
  Texas 77277

  
	
   

  	
   

  	
  Tel:
  (970) 259-9505

  
	
   

  	
   

  	
  Fax:
  (970) 375-2676

  
	
   

  	
   

  	
   

  
	
  Richard A.
  Piske, III

  	
   

  	
  143
  Spa Drive

  
	
   

  	
   

  	
  Annapolis,
  MD 21403

  
	
   

  	
   

  	
  Tel:
  (410) 267-9067

  
	
   

  	
   

  	
  Fax:
  (410) 267-9068

  
	
   

  	
   

  	
   

  
	
  Robert G. Wonish

  	
   

  	
  122
  Longwood Drive

  
	
   

  	
   

  	
  New
  Braunfels, Texas 78132

  
	
   

  	
   

  	
  Tel:
  (713) 503-6447

  



 


The Purchaser:


 


	
  Name

  	
   

  	
  Address for Notice

  
	
  Larry M. Wright

  	
   

  	
  911 Creek Wood Way

  
	
   

  	
   

  	
  Houston,
  Texas 77024

  
	
   

  	
   

  	
  Tel:
  (713) 468-0383

  
	
   

  	
   

  	
  Fax:
  (713) 464-8045

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hirsch &
  Westheimer, P.C.

  
	
   

  	
   

  	
  700
  Louisiana, 25th Floor

  
	
   

  	
   

  	
  Bank
  of America Center

  
	
   

  	
   

  	
  Houston,
  Texas 77002-2728

  
	
   

  	
   

  	
  Attention:
  Michael S. Wilk, Esq.

  
	
   

  	
   

  	
  Tel:
  (713) 223-5181

  
	
   

  	
   

  	
  Fax:
  (713) 223-9319

  



 

















 


Schedule 1.1(c)


 


Resigning Officers and Directors


 


Stratum Holdings, Inc.


 


	
  Name

  	
   

  	
  Position Resigned

  
	
  Michael W. Hopkins

  	
   

  	
  Director

  
	
  Frederick
  A Huttner

  	
   

  	
  Director

  
	
  Jesse
  Marion

  	
   

  	
  Director

  
	
  David
  B. Russell

  	
   

  	
  Director

  



 


CYMRI,
L.L.C.


 


	
  Name

  	
   

  	
  Position(s) Resigned

  
	
  Michael
  W. Hopkins

  	
   

  	
  Manager
  and Vice President - Development

  
	
  Frederick
  A Huttner

  	
   

  	
  Manager
  and Vice President

  
	
  Jesse
  Marion

  	
   

  	
  Manager

  



 


Triumph
Energy, Inc.


 


	
  Name

  	
   

  	
  Position(s) Resigned

  
	
  Frederick
  A. Huttner

  	
   

  	
  Director

  
	
  Robert
  G. Wonish

  	
   

  	
  Director
  and President