**Exhibit 10.1**

 

EXECUTION COPY

 

**STOCK PURCHASE AGREEMENT**

 

**AGREEMENT** made as of the 29th day of September,2005, by and between **RICHARD C. STRAIN,**residingat 15 Loockerman Avenue, Poughkeepsie, New York 12601 (“Seller”), **NATHANIEL ENERGY OKLAHOMA HOLDINGS CORPORATION a/k/a NATHANIEL ENERGYOKLAHOMA HOLDINGS, INC.,**an Oklahoma corporation with its principalplace of business at 8001 South InterPort Blvd., Suite 260, Englewood, CO80112 (the “Corporation”) and **NATHANIEL ENERGYCORPORATION**, a Delaware corporation, with its principal place ofbusiness at 8001 South InterPort Blvd., Suite 260, Englewood, CO80112  (“Purchaser”).

 

**WHEREAS**, Seller is the owner of Four ThousandNine Hundred (4,900) common shares of the Corporation, such Four Thousand NineHundred (4,900) shares (the “Shares”) constituting forty-nine (49%) percent of allof the issued and outstanding common shares, $0.01 par value per share, of theCorporation which has authorized Fifty Thousand (50,000) common shares; and

 

**WHEREAS**, Purchaser is the owner of FiveThousand One Hundred (5,100) common shares of the Corporation, such FiveThousand One Hundred (5,100) shares constituting fifty-one (51%) percent of allof the issued and outstanding common shares, $0.01 par value per share, of theCorporation; and

 

**WHEREAS**, Seller desires to sell the Shares atthe price set forth below, and Purchaser desires to purchase the Shares, all onand subject to the terms and conditions set forth herein;

 

**NOW, THEREFORE**, in consideration of thepremises and the mutual covenants contained herein, the parties hereby agree asfollows:

 

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1.                                       SALEOF STOCK.  Purchaser hereby purchasesfrom Seller and Seller hereby sells to Purchaser, the Shares, which constitute forty-nine(49%) percent of all of the issued and outstanding capital stock of theCorporation.

 

2.                                       PURCHASEPRICE.

 

(a)                                  Subjectto Subsection 2(b), the Shares are being purchased and sold hereunder fora total consideration of THREE MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWOHUNDRED TEN and 00/100 ($3,354,210.00) DOLLARS (the “Purchase Price”), payableas set forth in Section 7 below.

 

(b)                                 Inthe event that all or substantially all of the assets of the Corporation or itssubsidiaries are sold for a sale price (the “Sale Price”) in excess of SIXTEENMILLION TWO HUNDRED THOUSAND AND 00/100 ($16,200,000.00) DOLLARS within thetwelve (12) month period commencing on the date hereof, the Purchase Priceshall be increased by forty-nine percent (49%) of the amount by which the SalePrice exceeds SIXTEEN MILLION TWO HUNDRED THOUSAND AND 00/100 ($16,200,000.00)DOLLARS (such increased amount, the “Additional Purchase Price”).  The Additional Purchase Price, if any, shallbe payable as set forth in Section 7 below.

 

3.                                       REPRESENTATIONS,WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER. Seller represents andwarrants to Purchaser and agree with Purchaser as follows:

 

(a)                                  Sellerowns beneficially and of record the Shares being sold hereby, free and clear ofany liens, claims, charges, options or encumbrances, and has full power and authorityto transfer the Shares to Purchaser in accordance with the terms of thisAgreement; the sale and

 

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delivery by Seller ofcertificates representing the Shares vests full legal and beneficial titlethereto in Purchaser free and clear of any liens, claims, charges, orencumbrances.  The Shares are dulyauthorized, validly issued, fully paid and nonassessable and constitute fortynine percent (49%) of the issued and outstanding capital stock of theCorporation.

 

(b)                                 Thereare, to the best of Seller’s knowledge, no actions, suits, claims, orproceedings pending, or known to be threatened, against Seller, in law or inequity, or before any federal, state, municipal or other governmental agency orinstrumentality, domestic or foreign which would impact in any material way theobligations of Seller hereunder.

 

(c)                                  Norepresentation or warranty by Seller contained in this Agreement nor anywritten representation, statement or certificate made or furnished, by Sellerpursuant hereto or in connection with the transactions contemplated hereby,contains any material error or misstatement or omits to state any material factnecessary to make the representations or statements contained herein or thereinare not misleading.

 

(d)                                 ThisAgreement and the documents and instruments executed and delivered by Seller inconnection with the transactions contemplated hereby, constitute the valid,legal and binding obligations of Seller, enforceable in accordance with theirterms.

 

4.                                       Intentionallyomitted.

 

5.                                       REPRESENTATIONS,WARRANTIES AND COVENANTS OF PURCHASER. Purchaser hereby represents, warrants, and agrees with Seller that:

 

(a)                                  Purchaseris a corporation duly organized, validly existing and in good standing underthe laws of the State of Delaware, and has full corporate power to carry on its

 

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business as it is now beingconducted in the State of New York, and each other jurisdiction where thecharacter and location of the properties owned or leased by it and the natureof the business transacted by it, would require such qualification.

 

(b)                                 Purchaserhas corporate power to enter into and to perform all of its obligations underthis Agreement; and the Board of Directors of Purchaser has approved theexecution and delivery by Purchaser of this Agreement and the other agreementscontemplated herein.

 

(c)                                  Thereare, to the best of Purchaser’s knowledge, no actions, suits, claims, orproceedings pending, or known to be threatened, against Purchaser, in law or inequity, or before any federal, state, municipal or other governmental agency orinstrumentality, domestic or foreign which would impact in any material way theobligations of Purchaser hereunder.

 

(d)                                 Norepresentation or warranty by Purchaser contained in this Agreement nor anywritten representation, statement or certificate made or furnished, byPurchaser or by any officer of Purchaser pursuant hereto or in connection withthe transactions contemplated hereby, contains any material error ormisstatement or omits to state any material fact necessary to make therepresentations or statements contained herein or therein are not misleading.

 

(e)                                  ThisAgreement and the documents and instruments executed and delivered by Purchaserin connection with the transactions contemplated hereby, constitute the valid,legal and binding obligations of Purchaser, enforceable in accordance withtheir terms.

 

6.                                       ITEMSTO BE DELIVERED BY SELLER.                           Subjectto the conditions, and the representations and warranties of Purchaser setforth herein, on the date hereof, Seller shall deliver

 

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to Purchaser the following, anyone or more of which may be waived by Purchaser:

 

(a)                                  theStock Certificate representing the Shares;

 

(b)                                 astock power, duly executed in blank by the Seller, in connection with thetransfer of the Shares as set forth herein; and

 

(c)                                  aPledge Agreement in the form mutually agreed to by the parties.

 

The StockCertificate and stock power set forth in Subsections 6(a) and (b) shallbe held by Seller’s counsel, Rider, Weiner & Frankel, P.C., untilrepayment in full of the Promissory Notes set forth in Subsections 7(a) and(b) as Pledge Agent pursuant to the Pledge Agreement between Purchaser,Seller and Rider, Weiner & Frankel, P.C. of even date herewith.

 

7.                                       ITEMSTO BE DELIVERED BY PURCHASER.                                             Subjectto the conditions, and the representations and warranties of Seller set forthherein, on the date hereof, Purchaser shall deliver to Seller the following,any one or more of which may be waived by Seller:

 

(a)                                  aPromissory Note, in the form mutually agreed to by the Parties, in theaggregate amount of THREE MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDREDTEN and 00/100 ($3,354,210.00) DOLLARS;

 

(b)                                 inthe event that there is an Additional Purchase Price, a Promissory Note, insubstantially in the same form as mutually agreed to by the Parties pursuant toSubsection 7(a), in the aggregate amount equal to the Additional PurchasePrice;

 

(c)                                  aPledge Agreement, in the form mutually agreed to by the Parties; and

 

(d)                                 aSecurity Agreement, in the form mutually agreed to by the Parties.

 

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8.                                       POST-CLOSINGCOVENANTS.

 

In case at anytime after the date hereof any further action is necessary or desirable tocarry out the purposes of this Agreement, each of the Parties will take suchfurther action (including the execution and delivery of such furtherinstruments and documents) as any other Party reasonably may request, all atthe sole cost and expense of the requesting Party (unless the requesting Partyis entitled to indemnification therefor under Section 9 below).

 

9.                                       INDEMNIFICATION.

 

(a)                                  TheSeller agrees to and shall indemnify, defend and hold harmless Purchaser, theCorporation and their respective successors and assigns, against any and alldamages resulting from any breach of any representation, warranty or agreement,set forth in this Agreement, or the untruth or inaccuracy thereof.  The Seller further agrees to and shallindemnify, defend or hold harmless Purchaser and the Corporation against anyand all debts, liabilities, or claims of any nature, absolute or contingent,together with all expenses and legal fees resulting from any such breach,untruth or inaccuracy, or which may be incurred to compromise, or defend suchliabilities, or claims of any nature, absolute or contingent, including, butnot limited to, any and all liabilities for federal income or excise taxes, orstate or municipal taxes of any nature.

 

(b)                                 Eachof the Corporation and the Purchaser, jointly and severally, agrees to andshall indemnify, defend and hold harmless Seller, his heirs, successors andassigns, against any and all damages resulting from any breach of anyrepresentation, warranty or agreement of Purchaser or the Corporation, setforth in this Agreement, or the untruth or inaccuracy thereof.  The Corporation and Purchaser further jointlyand severally agree to and shall indemnify, defend and

 

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hold harmless Seller againstany and all debts, liabilities, or claims of any nature, absolute orcontingent, together with all expenses and legal fees resulting from any suchbreach, untruth or inaccuracy, or which may be incurred to compromise, ordefend such liabilities, or claims of any nature, absolute or contingent,including, but not limited to, any and all liabilities for federal income orexcise taxes, or state or municipal taxes of any nature.

 

(c)                                  Theindemnity of (a) and (b) above shall survive the closing but shall belimited to liabilities of which the indemnifying party shall receive notice inwriting from the other within three (3) years from the date hereof.  The party claiming indemnification shallnotify the indemnitor of any such breach or claim with reasonable promptnessand the indemnitor or its legal representatives shall have, at its election,the right to compromise or defend any such matter through counsel of its ownchoosing, at the expense of such indemnitor. Such notice and opportunity to compromise or defend, if applicable,shall be a condition precedent to any liability of any party under thisindemnity.  In the event that a partyundertakes to compromise or defend any such liability, it shall notify theother in writing promptly of its intention to do so and each agrees tocooperate with the other and its counsel in the compromising of or thedefending against any such liabilities.

 

10.                                 FINDER’SFEES.  Each Seller and Purchaserrepresent that to the best of their knowledge there is no obligation to pay anycommission, finder’s fee, or similar charge in connection with the transactionsprovided for in this Agreement.  Sellerand Purchaser will indemnify, defend and hold each other harmless from andagainst any loss, liability, and damage, including expenses, arising our of anyclaim for such commission, fee or charge, so far as any claim

 

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for such commission, fee, orcharge, so far as any thereof arises by reason of services alleged to have beenrendered to, or at the instance of, such party.

 

11.                                 EXPENSES.  The Purchaser shall pay the expenses incurredby all parties under or in connection with this Agreement, including reasonablecounsel fees and related expenses of the parties’ representatives, whether ornot the transactions contemplated by this Agreement are consummated.

 

12.                                 SURVIVALOF REPRESENTATIONS.  Therepresentations, warranties, and agreements of Seller and Purchaser containedin this Agreement shall not be discharged or dissolved upon, but shall survive,the closing, and shall be unaffected by any investigation made by any party atany time.

 

13.                                 NOTICES.  All notices given under any of the provisionsof this Agreement shall be deemed to have been duly given if mailed bycertified mail, return receipt requested, as follows:

 
| To Seller:     |   | Richard C.  Strain                      |
|----------------|--------|-----------------------------------------|
|           |   | 15  Loockerman Avenue                   |
|           |   | Poughkeepsie,  New York 12601           |
|           |   |                                    |
| with a copy to |   | Rider,  Weiner & Frankel, P.C. |
|           |   | 655 Little  Britain Road                |
|           |   | New Windsor,  New York 12553            |
|           |   | (845)  562-9126 facsimile               |
|           |   | Attn:  Michelle F. Rider, Esq.     |
|           |   |                                    |
| To Purchaser:  |   | Nathaniel  Energy Corporation           |
|           |   | 8001 South  InterPort Blvd.             |
|           |   | Suite 260                          |
|           |   | Englewood,  CO 80112                    |
|           |   | Att: CEO                                |

 

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| with a copy to |   | Certilman,  Balin, Adler & Hyman, LLP |
|----------------|--------|------------------------------------------------|
|           |   | 90 Merrick  Avenue                             |
|           |   | East Meadow,  New York 11554                   |
|           |   | Fax  No. (516) 296-7111                   |
|           |   | Attn: Gavin  C. Grusd, Esq.               |

 

or at such other address aseach of the foregoing may designate in writing by certified mail, returnreceipt requested, to each of the others, and shall be deemed to have been dulygiven three (3) business days after deposit into the United States mailsif mailed by certified mail, return receipt requested, properly addressed withpostage affixed.

 

14.                                 AMENDMENT.  Neither this Agreement nor any term orprovision hereof may be changed, waived, discharged, or terminated orally, orin any manner other than by an instrument in writing signed by the partyagainst which the enforcement of the change, waiver discharge or termination issought.

 

15.                                 BINDINGEFFECT.  This Agreement shall bebinding upon and inure to the benefit of the respective parties, and theirsuccessors and assigns, heirs and personal representatives, except as otherwiseexpressly provided herein.

 

16.                                 COUNTERPARTS.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original.

 

17.                                 GOVERNINGLAW.  This Agreement shall beconstrued and enforced in accordance with the laws of the State of New York,applicable to agreements made and to be performed wholly within the State ofNew York.  Any legal or equitable actionor proceeding with respect to this Agreement brought by Seller may be broughtonly in a Federal or State court of competent jurisdiction located in theCounty of Dutchess, State of New York.

 

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18.                                 CONSENTTO JURISDICTION.  The partiesirrevocably accept the jurisdiction of the Federal or New York State courts ofcompetent jurisdiction located in, or for, the County Dutchess and any relatedappellate court, irrevocably agrees to be bound by any judgment renderedthereby in connection with this commitment, and irrevocably waives anyobjection it or he may now or hereafter have as to the venue of any such actionor proceeding brought in such a court or that such a court is an inconvenientforum.  Each party irrevocably consentsto the service of process out of any of the aforementioned courts in any suchaction or proceeding by the mailing of copies thereof by registered mail,postage prepaid, such service to become effective three (3) business daysafter mailing.  Nothing herein shallaffect any party’s right to serve process in any other manner prescribed by lawor the right to bring legal or equitable actions or proceedings in othercompetent jurisdictions.

 

19.                                 BINDINGEFFECT; NO ASSIGNMENT.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns. Neither party shall have the right to assign its rights or delegate itsobligations hereunder without the prior written consent of the other.  Any purported assignment or delegationwithout such consent shall be void.

 

20.                                 CAPTIONS.  Captions set forth herein are for convenienceand reference only and are not intended to modify, limit, describe or affect inany way the content, scope or intent of this Agreement.

 

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21.                                 FURTHERASSURANCES.  The parties agree to doany act or execute and deliver any additional documents reasonably required tofully effect the purposes of this Agreement and the other documents andinstruments executed and delivered in connection therewith.

 

22.                                 SEVERABILITY.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof.

 

**IN WITNESS WHEREOF**, the parties hereto haveduly executed this Agreement as of the day and year first above written.

 

 
|   | /s/ Richard C.  Strain                          |   |
|--------|-------------------------------------------------|--------|
|   | RICHARD C.  STRAIN                              |
|   |                                            |
|   |                                            |
|   | NATHANIEL  ENERGY OKLAHOMA HOLDINGS CORPORATION |
|   | a/k/a NATHANIEL ENERGY OKLAHOMA HOLDINGS,  INC. |
|   |                                            |
|   | /s/ George  A. Cretecos                         |   |
|   | By:    George  A. Cretecos       |
|   | Title:  President                          |
|   |                                            |
|   |                                            |
|   | NATHANIEL  ENERGY CORPORATION                   |
|   |                                            |
|   | /s/ George A. Cretecos                          |   |
|   | By:     George A. Cretecos  |
|   | Title:  Chief Executive Officer            |

 

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