Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into this
21st day of August, 2008, by and between Billie J. Eustice and the Gary L.
Little Trust
(each a "Seller" and collectively "Sellers"), and Arkanova
Acquisition Corporation ("Buyer").
Background
A.
Sellers together, in equal proportions, are
the sole record and beneficial owners of 100% of the issued and outstanding
shares of the common stock (the "Stock") of Prism Corporation, an Oklahoma
corporation
("Prism");
B.
Prism is the sole record and beneficial
owner of 100% of the membership interests of Provident Energy Associates of
Montana, LLC, a Montana limited liability company ("Provident");
C.
Sellers desire to sell to Buyer, and
Buyer desires to purchase from Sellers, all of the Stock, upon the terms and
subject to the conditions set forth herein.
TERMS AND CONDITIONS
In consideration of the mutual benefits to be derived from this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1.
SALE AND PURCHASE OF THE STOCK.
UPON
THE TERMS AND SUBJECT TO THE CONDITIONS STATED IN THIS AGREEMENT, AT THE CLOSING
(AS DEFINED IN SECTION 3(A) HEREOF), SELLERS WILL SELL, TRANSFER, CONVEY,
ASSIGN, AND DELIVER TO BUYER, FREE AND CLEAR OF ALL LIENS, CLAIMS, MORTGAGES,
CHARGES, SECURITY INTERESTS, PLEDGES OR OTHER ENCUMBRANCES OR ADVERSE CLAIMS OR
INTERESTS OF ANY NATURE (COLLECTIVELY, "LIENS"), AND BUYER THEREUPON WILL
PURCHASE AND ACQUIRE FROM SELLERS, ALL OF THE RIGHT, TITLE, AND INTEREST OF
SELLERS IN AND TO THE STOCK (THE "TRANSACTION").
2.
PURCHASE PRICE AND PAYMENT.
(A)
PURCHASE PRICE.
THE TOTAL PURCHASE PRICE
("PURCHASE PRICE") FOR THE STOCK WILL BE AN AMOUNT EQUAL TO THE SUM OF:
(I)
SIX MILLION AND NO/100 DOLLARS
($6,000,000.00) PLUS THE AMOUNT OF THE EXPENDITURES BY PROVIDENT TO BE PAID AS
PROVIDED IN SECTION 2(C) OF THIS AGREEMENT (INCLUDING THE EARNEST MONEY DEPOSIT,
AS SUCH TERM IS DESCRIBED IN SECTION 2(B) HEREOF), PAYABLE BY BUYER TO SELLERS
AT THE CLOSING BY CERTIFIED CHECK OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS PURSUANT TO WIRE TRANSFER INSTRUCTIONS WHICH WILL BE PROVIDED BY SELLERS
TO BUYER (THE "CASH PAYMENT"), AND
(II)
A DEFERRED PAYMENT PAYABLE PURSUANT TO
SECTION 2(D) OF THIS AGREEMENT (THE "DEFERRED PAYMENT").
1
EACH SELLER WILL RECEIVE ONE-HALF OF THE CASH PAYMENT (THE ENTIRE PURCHASE PRICE
IN THE AGGREGATE) AT CLOSING, AND THE DEFERRED PAYMENT, WHEN PAID.
(B)
EARNEST MONEY DEPOSIT.
UPON EXECUTION OF
THIS AGREEMENT BY SELLERS, BUYER SHALL PAY TO SELLERS IN EQUAL PORTIONS, THE
AMOUNT OF ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) AS A
NON-REFUNDABLE DEPOSIT TOWARDS THE CASH PAYMENT (THE "EARNEST MONEY DEPOSIT").
IN THE EVENT THAT THE SELLERS HAVE SATISFIED THE CONDITIONS TO CONSUMMATE THE
TRANSACTION SET FORTH IN SECTIONS 3(C)(I) AND 3(C)(II), AS OF THE CLOSING DATE
(AS SUCH TERM IS DEFINED IN SECTION 3(A) HEREOF), AND THE CLOSING DOES NOT
OCCUR, THROUGH NO FAULT OF THE SELLERS,