OR DESCRIPTION WHATSOEVER
AND ANY AGREEMENT TO CREATE ANY OF THE FOREGOING.
(T)
"LOSSES" SHALL MEAN ANY AND ALL
LIABILITIES, PAYMENTS, LOSSES, SUITS, CLAIMS, COSTS, OR EXPENSES (INCLUDING
ATTORNEYS FEES AND COSTS OF INVESTIGATION INCURRED IN DEFENDING AGAINST SUCH
LIABILITIES, PAYMENTS, LOSSES, SUITS, CLAIMS, COSTS OR EXPENSES).
(U)
"MATERIAL ADVERSE EFFECT" OR "MATERIAL
ADVERSE CHANGE" SHALL MEAN ANY CHANGE IN OR EFFECT ON, MOUNTAIN STATES, APOLLO
PRODUCTION OR APOLLO, AS THE CASE MAY BE (INCLUDING THE BUSINESSES THEREOF)
WHICH IS, OR REASONABLY COULD BE EXPECTED TO BE, MATERIALLY ADVERSE TO THE
BUSINESS, OPERATIONS, ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF
SUCH ENTITY.
(V)
"ORDINARY COURSE OF BUSINESS" SHALL MEAN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST CUSTOM AND PRACTICE (INCLUDING
WITH RESPECT TO QUANTITY, QUALITY AND FREQUENCY).
(W)
"PERSON" SHALL MEAN AND INCLUDE AN
INDIVIDUAL,
PARTNERSHIP,
LIMITED PARTNERSHIP,
LIMITED LIABILITY COMPANY,
CORPORATION,
ASSOCIATION,
JOINT STOCK COMPANY,
TRUST,
JOINT VENTURE,
UNINCORPORATED ORGANIZATION, OR A GOVERNMENTAL AUTHORITY.
(X)
"RESPONSIBLE OFFICER" SHALL MEAN, WITH
RESPECT TO ANY PERSON, THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT, THE
RESPECTIVE VICE PRESIDENTS IN CHARGE OF OPERATIONS, LEGAL, FINANCE, AND
ACCOUNTING OF SUCH PERSON AND, IN EACH CASE, ANY PERSON FULFILLING SUBSTANTIALLY
THE SAME ROLE FOR SUCH PERSON, HOWEVER DESIGNATED.
4
(Y)
"TRANSFER AND EXCHANGE AGREEMENT" SHALL MEAN
THE TRANSFER AND EXCHANGE AGREEMENT BETWEEN NEPTUNE, GOLDEN SPREAD, APOLLO, AND
APOLLO LNG, INC., OF EVEN DATE HEREWITH.
1.2.
RULES OF INTERPRETATION.
(A)
THE SINGULAR INCLUDES THE PLURAL, AND THE
PLURAL INCLUDES THE SINGULAR.
(B)
A REFERENCE TO ANY LAW INCLUDES ANY
AMENDMENT OR MODIFICATION THERETO, ALL RULES AND REGULATIONS PROMULGATED UNDER
SUCH LAW AND ALL ADMINISTRATIVE AND JUDICIAL AUTHORITY EXERCISABLE THEREUNDER.
(C)
A REFERENCE TO ANY CONTRACT, AGREEMENT OR
INSTRUMENT INCLUDES ANY AMENDMENT OR MODIFICATION THERETO INCLUDING BY WAIVER OR
CONSENT.
(D)
A REFERENCE TO PERSON INCLUDES ITS PERMITTED
SUCCESSORS AND ASSIGNS.
(E)
ANY DATE SPECIFIED FOR ANY ACTION THAT IS
NOT A BUSINESS DAY SHALL BE DEEMED TO MEAN THE FIRST BUSINESS DAY AFTER SUCH
DATE.
(F)
THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN DRAFTED BY EACH PARTY HERETO AND THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY AS A PRINCIPAL DRAFTS PERSON.
2.
AGREEMENT FOR PURCHASE AND SALE OF
STOCK.
2.1.
PURCHASE AND SALE OF STOCK.
UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, THE SELLER SHALL SELL
TO APOLLO PRODUCTION, AND APOLLO PRODUCTION SHALL PURCHASE FROM SELLER THE STOCK
FOR AN AGGREGATE PURCHASE PRICE EQUAL TO TWENTY FIVE MILLION (25,000,000) SHARES
OF COMMON STOCK IN APOLLO (THE "APOLLO SHARES") SUBJECT TO RULE 144 OF THE
FEDERAL SECURITIES ACT OF 1934, AS AMENDED. AT THE CLOSING REFERRED TO IN
SECTION 3.1 HEREOF :
(A)
THE SELLER SHALL SELL, ASSIGN, TRANSFER AND
DELIVER TO APOLLO PRODUCTION THE STOCK REPRESENTING 100% OF THE ISSUED AND
OUTSTANDING COMMON STOCK OF MOUNTAIN STATES AND SHALL REPRESENT TO APOLLO
PRODUCTION THAT THERE ARE NO ADDITIONAL SHARES OF STOCK IN MOUNTAIN STATES OF
ANY NATURE OR OF ANY CATEGORY AND SHALL DELIVER THE