Exhibit 10.1


 


EXECUTION COPY


 


STOCK PURCHASE AGREEMENT


 


AGREEMENT made as of the 29th day of September,
2005, by and between RICHARD C. STRAIN, residing
at 15 Loockerman Avenue, Poughkeepsie, New York 12601 (“Seller”), NATHANIEL ENERGY OKLAHOMA HOLDINGS CORPORATION a/k/a NATHANIEL ENERGY
OKLAHOMA HOLDINGS, INC., an Oklahoma corporation with its principal
place of business at 8001 South InterPort Blvd., Suite 260, Englewood, CO
80112 (the “Corporation”) and NATHANIEL ENERGY
CORPORATION, a Delaware corporation, with its principal place of
business at 8001 South InterPort Blvd., Suite 260, Englewood, CO
80112  (“Purchaser”).


 


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


 


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


 


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


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the parties hereby agree as
follows:


 





















 


1.                                       SALE
OF STOCK.  Purchaser hereby purchases
from 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 the
Corporation.


 


2.                                       PURCHASE
PRICE.


 


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


 


(b)                                 In
the event that all or substantially all of the assets of the Corporation or its
subsidiaries are sold for a sale price (the “Sale Price”) in excess of SIXTEEN
MILLION TWO HUNDRED THOUSAND AND 00/100 ($16,200,000.00) DOLLARS within the
twelve (12) month period commencing on the date hereof, the Purchase Price
shall be increased by forty-nine percent (49%) of the amount by which the Sale
Price 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, shall
be payable as set forth in Section 7 below.


 


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


 


(a)                                  Seller
owns beneficially and of record the Shares being sold hereby, free and clear of
any liens, claims, charges, options or encumbrances, and has full power and authority
to transfer the Shares to Purchaser in accordance with the terms of this
Agreement; the sale and


 





















 


delivery by Seller of
certificates representing the Shares vests full legal and beneficial title
thereto in Purchaser free and clear of any liens, claims, charges, or
encumbrances.  The Shares are duly
authorized, validly issued, fully paid and nonassessable and constitute forty
nine percent (49%) of the issued and outstanding capital stock of the
Corporation.


 


(b)                                 There
are, to the best of Seller’s knowledge, no actions, suits, claims, or
proceedings pending, or known to be threatened, against Seller, in law or in
equity, or before any federal, state, municipal or other governmental agency or
instrumentality, domestic or foreign which would impact in any material way the
obligations of Seller hereunder.


 


(c)                                  No
representation or warranty by Seller contained in this Agreement nor any
written representation, statement or certificate made or furnished, by Seller
pursuant hereto or in connection with the transactions contemplated hereby,
contains any material error or misstatement or omits to state any material fact
necessary to make the representations or statements contained herein or therein
are not misleading.


 


(d)                                 This
Agreement and the documents and instruments executed and delivered by Seller in
connection with the transactions contemplated hereby, constitute the valid,
legal and binding obligations of Seller, enforceable in accordance with their
terms.


 


4.                                       Intentionally
omitted.


 


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


 


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


 


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


 


(b)                                 Purchaser
has corporate power to enter into and to perform all of its obligations under
this Agreement; and the Board of Directors of Purchaser has approved the
execution and delivery by Purchaser of this Agreement and the other agreements
contemplated herein.


 


(c)                                  There
are, to the best of Purchaser’s knowledge, no actions, suits, claims, or
proceedings pending, or known to be threatened, against Purchaser, in law or in
equity, or before any federal, state, municipal or other governmental agency or
instrumentality, domestic or foreign which would impact in any material way the
obligations of Purchaser hereunder.


 


(d)                                 No
representation or warranty by Purchaser contained in this Agreement nor any
written representation, statement or certificate made or furnished, by
Purchaser or by any officer of Purchaser pursuant hereto or in connection with
the transactions contemplated hereby, contains any material error or
misstatement or omits to state any material fact necessary to make the
representations or statements contained herein or therein are not misleading.


 


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


 


6.                                       ITEMS
TO BE DELIVERED BY SELLER.                           Subject
to the conditions, and the representations and warranties of Purchaser set
forth herein, on the date hereof, Seller shall deliver


 


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


 


(a)                                  the
Stock Certificate representing the Shares;


 


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


 


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


 


The Stock
Certificate and stock power set forth in Subsections 6(a) and (b) shall
be held by Seller’s counsel, Rider, Weiner & Frankel, P.C., until
repayment 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.                                       ITEMS
TO BE DELIVERED BY PURCHASER.                                             Subject
to the conditions, and the representations and warranties of Seller set forth
herein, on the date hereof, Purchaser shall deliver to Seller the following,
any one or more of which may be waived by Seller:


 


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


 


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


 


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


 


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


 


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8.                                       POST-CLOSING
COVENANTS.


 


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


 


9.                                       INDEMNIFICATION.


 


(a)                                  The
Seller agrees to and shall indemnify, defend and hold harmless Purchaser, the
Corporation and their respective successors and assigns, against any and all
damages 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 shall
indemnify, defend or hold harmless Purchaser and the Corporation against any
and 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 such
liabilities, or claims of any nature, absolute or contingent, including, but
not limited to, any and all liabilities for federal income or excise taxes, or
state or municipal taxes of any nature.


 


(b)                                 Each
of the Corporation and the Purchaser, jointly and severally, agrees to and
shall indemnify, defend and hold harmless Seller, his heirs, successors and
assigns, against any and all damages resulting from any breach of any
representation, warranty or agreement of Purchaser or the Corporation, set
forth in this Agreement, or the untruth or inaccuracy thereof.  The Corporation and Purchaser further jointly
and severally agree to and shall indemnify, defend and


 


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hold harmless Seller against
any and 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 such liabilities, or claims of any nature, absolute or contingent,
including, but not limited to, any and all liabilities for federal income or
excise taxes, or state or municipal taxes of any nature.


 


(c)                                  The
indemnity of (a) and (b) above shall survive the closing but shall be
limited to liabilities of which the indemnifying party shall receive notice in
writing from the other within three (3) years from the date hereof.  The party claiming indemnification shall
notify the indemnitor of any such breach or claim with reasonable promptness
and the indemnitor or its legal representatives shall have, at its election,
the right to compromise or defend any such matter through counsel of its own
choosing, 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 this
indemnity.  In the event that a party
undertakes to compromise or defend any such liability, it shall notify the
other in writing promptly of its intention to do so and each agrees to
cooperate with the other and its counsel in the compromising of or the
defending against any such liabilities.


 


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


 


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


 


11.                                 EXPENSES.  The Purchaser shall pay the expenses incurred
by all parties under or in connection with this Agreement, including reasonable
counsel fees and related expenses of the parties’ representatives, whether or
not the transactions contemplated by this Agreement are consummated.


 


12.                                 SURVIVAL
OF REPRESENTATIONS.  The
representations, warranties, and agreements of Seller and Purchaser contained
in 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 at
any time.


 


13.                                 NOTICES.  All notices given under any of the provisions
of this Agreement shall be deemed to have been duly given if mailed by
certified 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 as
each of the foregoing may designate in writing by certified mail, return
receipt requested, to each of the others, and shall be deemed to have been duly
given three (3) business days after deposit into the United States mails
if mailed by certified mail, return receipt requested, properly addressed with
postage affixed.


 


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


 


15.                                 BINDING
EFFECT.  This Agreement shall be
binding upon and inure to the benefit of the respective parties, and their
successors and assigns, heirs and personal representatives, except as otherwise
expressly provided herein.


 


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


 


17.                                 GOVERNING
LAW.  This Agreement shall be
construed 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 of
New York.  Any legal or equitable action
or proceeding with respect to this Agreement brought by Seller may be brought
only in a Federal or State court of competent jurisdiction located in the
County of Dutchess, State of New York.


 


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18.                                 CONSENT
TO JURISDICTION.  The parties
irrevocably accept the jurisdiction of the Federal or New York State courts of
competent jurisdiction located in, or for, the County Dutchess and any related
appellate court, irrevocably agrees to be bound by any judgment rendered
thereby in connection with this commitment, and irrevocably waives any
objection it or he may now or hereafter have as to the venue of any such action
or proceeding brought in such a court or that such a court is an inconvenient
forum.  Each party irrevocably consents
to the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered mail,
postage prepaid, such service to become effective three (3) business days
after mailing.  Nothing herein shall
affect any party’s right to serve process in any other manner prescribed by law
or the right to bring legal or equitable actions or proceedings in other
competent jurisdictions.


 


19.                                 BINDING
EFFECT; NO ASSIGNMENT.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Neither party shall have the right to assign its rights or delegate its
obligations hereunder without the prior written consent of the other.  Any purported assignment or delegation
without such consent shall be void.


 


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


 


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21.                                 FURTHER
ASSURANCES.  The parties agree to do
any act or execute and deliver any additional documents reasonably required to
fully effect the purposes of this Agreement and the other documents and
instruments executed and delivered in connection therewith.


 


22.                                 SEVERABILITY.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.


 


IN WITNESS WHEREOF, the parties hereto have
duly 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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