Series B Preferred Stock of Apollo LNG, which shares, in the aggregate, shall
represent 81% of the issued and outstanding shares of Apollo LNG Stock (as such
term is defined below) immediately subsequent to the transfer by Seller of the
Units, Seller shall transfer to Ken Kelley 2,375,000 shares of Series A
Preferred Stock of Apollo LNG and 2,375,000 shares of Series B Preferred Stock
of Apollo LNG, Apollo shall, contemporaneously transfer cash to Apollo LNG in
exchange for 100% of the issued and outstanding common stock of Apollo LNG, and
following such transactions no other shares of any class of stock of Apollo LNG
will be issued or outstanding; and
WHEREAS, Apollo LNG wishes to acquire the Units and receive the cash
contribution of Apollo, and Seller wishes to transfer the Units to Apollo LNG
and Apollo wishes to make such cash contribution to Apollo LNG (hereinafter,
Apollo LNG, Neptune and Golden Spread may be referred to jointly as the
"Parties," and each a "Party").
NOW, THEREFORE, subject to the terms and conditions herein expressed, the
Parties agree as follows:
AGREEMENT
1.
DEFINITIONS.
1.1.
EXCEPT AS OTHERWISE PROVIDED OR UNLESS THE CONTEXT OTHERWISE
REQUIRES, AND IN ADDITION TO TERMS DEFINED IN OTHER PROVISIONS OF THIS
AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SPECIFIED IN THIS
SECTION 1.1 WHEN CAPITALIZED AND USED IN THIS AGREEMENT.
(A)
"AFFILIATE" OF A SPECIFIED PERSON SHALL MEAN A PERSON THAT
DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE PERSON SPECIFIED, AND IN THE
CASE OF A SPECIFIED PERSON WHO IS A NATURAL PERSON, HIS/HER SPOUSE, HIS/HER
ISSUE, HIS/HER PARENTS, HIS/HER ESTATE AND ANY TRUST ENTIRELY FOR THE BENEFIT OF
HIS/HER SPOUSE AND/OR ISSUE.
(B)
"AGREEMENT" SHALL MEAN THIS AGREEMENT, INCLUDING THE DISCLOSURE
SCHEDULES ATTACHED HERETO.
(C)
"BUSINESS DAY" SHALL MEAN ANY DAY DURING WHICH THE CITIBANK, NA
OFFICE AT 53RD AND PARK AVENUE, NEW YORK, NEW YORK IS OPEN FOR BUSINESS.
(D)
"COLLATERAL AGREEMENTS" SHALL MEAN THE TRANSITION SERVICES
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(E)
"COMMERCIALLY REASONABLE EFFORTS" SHALL MEAN THOSE EFFORTS WHICH A
PRUDENT BUSINESS PERSON WOULD EXERT USING SOUND BUSINESS JUDGMENT IN LIKE
CIRCUMSTANCES.
3
(F)
"CONFIDENTIALITY AGREEMENT" SHALL MEAN THE CONFIDENTIALITY
AGREEMENT DATED SEPTEMBER 26, 2005, BETWEEN ALT AND APOLLO.
(G)
"DISCLOSURE SCHEDULE(S)" SHALL MEAN THE SCHEDULES ATTACHED TO THIS
AGREEMENT.
(H)
"EFFECTIVE DATE" HAS THE MEANING GIVEN TO IT IN THE INTRODUCTORY
PARAGRAPH OF THIS AGREEMENT.
(I)
"GOVERNMENTAL APPROVALS" SHALL MEAN ANY AUTHORIZATION, APPROVAL,
CONSENT, LICENSE, REGISTRATION, LEASE, RULING, PERMIT, TARIFF, CERTIFICATION,
EXEMPTION, FILING OR REGISTRATION BY OR WITH ANY GOVERNMENTAL AUTHORITY.
(J)
"GOVERNMENTAL AUTHORITY" SHALL MEAN THE UNITED STATES, ANY STATE,
COUNTY, OR CITY, ANY POLITICAL SUBDIVISION, AGENCY, COURT OR INSTRUMENTALITY OF
ANY OF THE FOREGOING, AND ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITY,
AGENCY OR BODY HAVING JURISDICTION OVER THE RESPECTIVE ASSETS OR THE PERSON IN
QUESTION.
(K)
"HLDM STOCK PURCHASE AGREEMENT" SHALL MEAN THE STOCK PURCHASE
AGREEMENT OF EVEN DATE HEREWITH BETWEEN KEN KELLEY, APOLLO