**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**

 

 

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**STOCK PURCHASE AGREEMENT**

 

THIS STOCK PURCHASEAGREEMENT (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 Purchaserare collectively referred to herein as the “***Parties***”and individually as a “***Party***”.

 

**RECITALS**

 

WHEREAS, the Sellers collectivelyown 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 theshares of Common Stock owned by the Sellers on the date hereof.

 

NOW THEREFORE, inconsideration of the premises, the mutual covenants and agreements containedherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the Parties hereby agree as follows:

 

**ARTICLE 1THE 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 tothe shares of Common Stock set forth next to such Seller’s name on Exhibit A(the “***Shares***”) to besold, assigned, transferred, delivered and conveyed to the Purchaser, free andclear of all restrictions on transfer (other than any restrictions under theSecurities 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 accordancewith the terms and conditions set forth herein;

 

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

 

(c)           cause the individuals identified on Schedule1.1(c) to execute and deliver to the Purchaser and the Company lettersresigning from their positions as directors, managers and/or officers of theCompany and each of the direct and indirect subsidiaries identified on Schedule1.1(c), effective as of the Closing Date.

 

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1.2           AggregatePurchase Price.

 

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

 

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

 

**ARTICLE 2CLOSING; CONDITIONS TO CLOSING**

** **

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

 

2.2           Conditions toClosing.  The obligations of theParties to effect the transactions contemplated by this Agreement are subjectto the satisfaction or waiver of following conditions:

 

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

 

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

 

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

 

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

 

(iii)          the Warrants and Options;

 

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

 

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

 

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

 

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

 

**ARTICLE 3REPRESENTATIONS AND WARRANTIES OF THE SELLERS**

** **

Each Seller herebyrepresents and warrants to the Purchaser as follows:

 

3.1           Power andAuthority.  Such Seller has allrequisite legal power and authority to execute and deliver this Agreement andall ancillary agreements and instruments pursuant thereto to which it is aparty (collectively, the “***TransactionDocuments***”), and to carry out and perform his, her or itsobligations thereunder.

 

3.2           Enforceability.  The Transaction Documents to which suchSeller is a party constitute, or upon execution shall constitute, valid andbinding agreements of such Seller, enforceable against such Seller inaccordance with their respective terms, except as such enforcement may belimited by bankruptcy, insolvency, or other similar laws affecting theenforcement of creditors’ rights or by general principles of equity.

 

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

 

**ARTICLE 4REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**

** **

The Purchaser herebyrepresents and warrants to the Sellers as follows:

 

4.1           Power andAuthority.  The Purchaser has allrequisite legal power and authority to execute and deliver the TransactionDocuments to which he is a party, and to carry out and perform his obligationsthereunder.

 

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

 

**ARTICLE 5PLEDGE OF SHARES**

** **

5.1           Pledge of Shares.  As security for the performance of hisobligations under the Notes (including the payment of the Note Amount), thePurchaser 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 

 

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Stock) purchasedfrom such Seller pursuant to the terms and conditions of this Agreement (suchShares, and any shares of capital stock or other securities of the Companyissued in exchange therefor or replacement thereof are collectively referred toas the “***Pledged Shares***”),and hereby assigns, transfers and sets over to such Seller all of the Purchaser’sright, title and interest in and to the Pledged Shares, to be held by suchSeller as security for the payment of such Seller’s portion of the NoteAmount.  The Purchaser hereby furtherassigns, transfers, sets over and grants to each Seller a security interest inand to all proceeds of the Pledged Shares.

 

5.2           Voting.Unless and until an Event of Default (as defined in the Notes) shall haveoccurred and be continuing, the Purchaser shall have the right to vote thePledged Shares and to otherwise act with respect thereto.  All rights of the Purchaser to vote thePledged Shares shall, without further action by any party, cease if an Event ofDefault 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 andremedies vested in them by this Agreement or the Notes and all rights, powersand remedies now or hereafter existing at law or in equity or by statute orotherwise for the protection and enforcement of their rights with respect tothe Pledged Shares.

 

**ARTICLE 6COVENANT OF THE PURCHASER**

** **

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

 

**ARTICLE 7MISCELLANEOUS**

** **

7.1           Governing Law.  This Agreement shall be governed in allrespects by the laws of the State of Texas without reference to its conflict oflaws principles which might cause the application of the laws of anotherjurisdiction.

 

7.2           PublicAnnouncements.  Any publicannouncement or similar publicity with respect to this Agreement or thetransactions contemplated hereby shall be issued at such time and in suchmanner as the Purchaser and the Company shall jointly determine.

 

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

 

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course of dealingbetween or among any of the Parties or any delay in exercising any rightspursuant to this Agreement shall operate as a waiver of any rights of anyParty.

 

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

 

7.5           Not**i**ces.  All notices which either Party is required ormay desire to serve upon any other Party shall be in writing and addressed tothe Party at the address for such party set forth on Exhibit C, orat such other address as such Party shall have furnished to the other Partiesin writing.  Any such notice may be servedpersonally or by facsimile or other form of electronic communication, providedthat written confirmation of receipt is immediately obtained or a hard copy isconcurrently sent by commercially recognized overnight delivery service (suchas Federal Express or DHL) or courier. Notice shall be deemed served uponpersonal delivery or three (3) business days following the date sent.

 

7.6           Delays orOmissions.  No delay or omission toexercise any right or power accruing to any Party hereto, upon any breach or defaultof the other Parties under this Agreement, shall impair any such right or powerof such Party nor shall it be construed to be a waiver of any such breach ordefault, or an acquiescence therein, or any similar breach or defaultthereafter occurring.

 

7.7           Expenses.  Each Party shall bear his, her or its ownexpenses and legal fees with respect to this Agreement and the transactionscontemplated hereby.

 

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

 

7.9           DisputeResolution.  Any dispute or controversyarising out of, relating to, or in connection with this Agreement or anyTransaction Document, or the interpretation, validity, construction,performance, breach, or termination thereof, shall be settled by bindingarbitration to be held in Houston, Texas in accordance with the rules thenin effect of the American Arbitration Association (the “***Rules***”).  Thearbitrator(s) may grant injunctions or other relief in such dispute orcontroversy.  The decision of thearbitrator(s) will be final, conclusive and binding on the Parties to thearbitration.  Judgment may be entered onthe arbitration decision in any court having jurisdiction.  The arbitrator(s) will apply Texas lawto the merits of any dispute or claim, without reference to rules ofconflicts of law.  The arbitrationproceedings 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 federalcourts located in Houston, Texas for any action or proceeding arising from orrelating to this Agreement or relating to any arbitration in which the Partiesare participants.

 

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7.10         No Third PartyBeneficiaries.  Except as otherwiseexpressly provided in this Agreement, no person which is not a Party will haveany right or obligation pursuant to this Agreement.

 

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

 

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

 

**[Signature page follows]**

 

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INWITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto asof 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              |                 |                        |

 

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**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**                  | ** ** |

 

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**Exhibit B**

 

**Paymentof 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**                                                        | ** ** |

 

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**Exhibit C**

 

**Addressesfor 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                   |

 

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**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                                   |

 

**TriumphEnergy, Inc.**

 
| **Name**              | ** ** | **Position(s) Resigned** |
|-----------------------|------------|-------------------------------|
| Frederick  A. Huttner |       | Director                      |
| Robert  G. Wonish     |       | Director  and President       |

 

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