Filed by Bowne Pure Compliance



 




Exhibit 10.1




STOCK PURCHASE AGREEMENT




THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of May, 2007
by and among the Mark D. Grossi Living Trust U/A DTD Feb. 17, 2006, Mark D. Grossi, TTEE
(“Seller”), Mark D. Grossi, a Trustee of Seller (“Grossi”), and Energy West, Incorporated, a
Montana corporation (the “Issuer”).



Recitals:




A. Seller is the holder of a substantial block of shares of restricted common stock, par value
$0.15 per share (the “Common Stock”) of the Issuer. Seller and Grossi are affiliates of the Issuer.



B. Seller and Grossi desire to sell to Issuer and Issuer desires to repurchase from Seller, one
hundred forty-five thousand (145,000) shares of Common Stock (the “Shares”) in a single, privately
negotiated block transaction.



C. The Board of Directors of Issuer has approved the purchase of the Shares by Issuer in accordance
with the terms and conditions of this Agreement and has directed that, upon reacquisition of the
Shares by the Issuer, the Shares shall be restored to the status of authorized and unissued shares
of the Issuer.



NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties
hereto agree as follows:



Covenants:




1. Purchase and Sale of Shares. Pursuant to and subject to the terms of this Agreement, Issuer
hereby agrees at the Closing as specified herein to buy the Shares from Seller, and Seller hereby
agrees to sell the Shares to Issuer at the price of fifteen dollars ($15.00) per share, or an
aggregate purchase price of $2,175,000.00 (the “Purchase Price”), with payment to be made therefor
at the Closing (the “Sale”).



2. Closing; Payment and Delivery of Shares. Closing of the Sale (“Closing”) shall occur on May 30,
2007, at the principal offices of the Issuer in Great Falls, Montana, and shall be facilitated by
the Corporate Secretary of the Issuer or any Assistant Secretary (the “Facilitator”). Documents and
other things required to be delivered at the Closing shall be delivered as follows: Corporate
Secretary, Energy West, Incorporated, 1 First Avenue South, Great Falls, Montana 59401.




(a) Seller shall deliver to the Closing, the following original documents:



(i) The original stock certificate representing not less than 145,000 shares of the Common
Stock of the Issuer (“Seller’s Stock Certificate”); and



(ii) A stock power in the form of the attached Exhibit A directing the transfer of the Shares
to Issuer, fully and properly executed on behalf of Seller, with the Seller’s signature(s) thereon
Medallion guaranteed.


 


 









 






(b) Issuer shall deliver to the Closing, the following:



(iii) Payment in the amount of the Purchase Price for the Shares. Payment shall be in the form
of a check payable to the Seller or confirmation of a wire transfer or other deposit of collected
funds into the Seller’s bank account.



(c) At the Closing, Seller and Issuer shall execute and exchange cross receipts acknowledging
receipt of the Purchase Price, stock certificate(s), stock powers and other things to be delivered
at the Closing and the performance by each of the Parties of their respective obligations under
this Agreement.



(d) Following the Closing, the Facilitator shall: (y) deliver the Purchase Price or evidence
of payment thereof to the Seller, and (z) deliver Seller’s Stock Certificate to the Issuer’s
transfer agent with instructions to [α] cancel the Shares, and [β] issue, in accordance with such
instructions as may have been received by the Facilitator from Seller, one or more certificate(s)
covering any balance of the shares of Common Stock represented by Seller’s Stock Certificate.



3. Representations and Warranties. The following representations and warranties shall be true and
accurate as of the date hereof and as of the date of Closing hereunder and shall survive the
Closing of the transaction contemplated hereby.



(a) Each of the parties hereto hereby represents and warrants that, to the best of their
knowledge, the statements made in the recitals to this Agreement are true and correct, and the same
are hereby incorporated herein by reference.




(b) Seller and Grossi hereby represent and warrant to the Issuer as follows:



(i) The Shares are owned of record and beneficially by Seller free and clear of all claims,
liens, encumbrances, subscriptions, options, warrants, calls, contracts, commitments, convertible
rights or other agreements or arrangements whatsoever under which Seller is or may be obligated to
assign or transfer any of the Shares.




(ii) The Shares are fully paid and nonassessable.



(iii) Seller has held the Shares, with the full purchase price paid therefor, for a period in
excess of two years.



(iv) Grossi is duly authorized and legally and factually able and empowered under the
applicable law and trust documents and other documents governing (A) the legal existence of Seller
and (B) the power of Seller to act and bind itself in contract, to execute and deliver on behalf
of Seller this Agreement, the indorsement of the certificate representing the Shares or stock power
with respect thereto, and all other agreements, instruments and other documents as may be
contemplated under this Agreement, and to fully bind Seller to perform in accordance with the terms
hereof.



(v) Grossi is a director of the Issuer. Grossi is familiar with the Issuer’s public disclosure
documents, including all recent reports on Form 10-K, 10-Q, Schedule 14D and 8-K and other reports
and disclosures, and is familiar with the business and the financial arrangements of the Issuer.


 


 









 





(vi) Grossi is sophisticated and experienced in business and in financial matters and is able
to protect Seller’s interest in the Sale and to evaluate the merits and fairness of this
transaction involving the Common Stock of the Issuer. Grossi and Seller have relied on Grossi’s own
tax, legal and investment advisors with respect to the legal and investment considerations
affecting the Sale under this Agreement.



(vii) Grossi represents that he is an “accredited investor” as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933 [17 CFR § 230.501(a)].




4. Miscellaneous.



(a) Successors and Assigns. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.



(b) Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Montana, disregarding Montana principles of conflicts of laws which would otherwise
provide for the application of the substantive laws of another jurisdiction.



(c) Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.



(e) Amendments and Waivers. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Seller and the Issuer.



(f) Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.



(g) Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof.



Signatures on Following Page



 


 









 





SIGNATURE PAGE




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.



	 	 	 
	 

	 	Mark D. Grossi Living Trust U/A DTD Feb. 17, 2006,
	 

	 	Mark D. Grossi, TTEE (“Seller”)






	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark D. Grossi
	 

	 	 	 	 
	 

	 	 	 	Mark D. Grossi, Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 






                                                            , Co-trustee




	 	 	 
	 

	 	/s/ Mark D. Grossi
	 

	 	 
	 

	 	Mark D. Grossi, (“Grossi”)






	 	 	 
	 

	 	Energy West, Incorporated, a Montana corporation
	 

	 	(“Issuer”)






	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. Cerotzke
	 

	 	 	 	 
	 

	 	 	 	David A. Cerotzke, President and CEO