STOCK PURCHASE
AND
REORGANIZATION
AGREEMENT
This Stock Purchase and
Reorganization Agreement (hereinafter the "Agreement") is made and
entered into as of April 30, 2009, by and among Ford-Spoleti
Holdings, Inc., a Nevada corporation ("FSH"), Eagle Environmental
Technology, Inc. (“Seller”) and Eagle Oil Holding
Company, a Nevada corporation (“Eagle Oil”).
AGREEMENT
In
consideration of the terms hereof, the parties hereto agree as
follows:
ARTICLE I - PURCHASE
AND SALE OF STOCK
1.1
Purchase and Sale of
Stock
Subject to the terms and conditions
hereof, on the Closing Date (as defined below), Seller shall sell,
convey, transfer, assign and deliver to FSH, and FSH shall purchase
from the Seller, all of the issued and outstanding common shares of
Eagle Oil, par value $0.001 (the “Eagle Oil
Stock”).
1.2
The Closing
The
closing of this Agreement (the “Closing”) shall occur
on April 30, 2009 (the “Closing Date”) at such time and
location as the parties hereto shall agree.
1.3
Deliveries at the
Closing
On
the Closing Date in order to effectuate the transfer of the Eagle
Oil Stock:
(a) The Seller shall
deliver to FSH certificates representing all of the Eagle Oil
Stock, free and clear of any claim, lien, pledge, option, charge,
easement, security interest, right-of-way, encumbrance, restriction
on sale or transfer, preemptive right or option or any other
right of any third party of any nature whatsoever
(“Encumbrance”), duly endorsed in blank for transfer or
accompanied by stock powers duly executed in blank.
(b)
FSH shall deliver the consideration of the Purchase Price as set
forth in Section 1.4 below.
(c)
FSH, the Seller and Eagle Oil shall each deliver all documents,
certificates, agreements and instruments required to be delivered
pursuant to Articles IV and V; and
(d) All instruments and
documents executed and delivered to any party pursuant hereto shall
be in a form and substance, and shall be executed in a manner,
reasonably satisfactory to the receiving party.
1.4
Purchase Price
Subject to the terms and conditions
of this Agreement, the total purchase price for the Eagle Oil Stock
(the “Purchase Price”) shall be 28,650,000 shares of
FSH common stock, $0.001 par value (the “Consideration
Shares”), provided that, in the event that the number of
shares of FSH common stock outstanding immediately before the
Closing shall exceed such number set forth in Section III(m) below
by more than five percent (5%) (the “Outstanding Share
Threshold”), the number of Consideration Shares shall be
increased by nine (9) shares for each one (1) share that the actual
number of shares of FSH common stock exceeds the Outstanding
Share Threshold.
1.5
Assistance in Consummation of the
Purchase and Sale of Stock
FSH, the Seller and Eagle Oil shall
provide all reasonable assistance to, and shall cooperate with,
each other to bring about the consummation of the purchase and sale
of the Eagle Oil Stock and the other transactions contemplated
herein as soon as possible in accordance with the terms and
conditions of this Agreement.
ARTICLE II -
REPRESENTATIONS AND WARRANTIES
OF SELLER
AND EAGLE
OIL
Seller and Eagle Oil jointly and
severally represent and warrant to FSH, as of the date of this
Agreement and as of the Closing, all as follows in this Article
II:
(a)
Seller is the sole and registered owner
of all of the issued and outstanding shares of Eagle
Oil. Seller has good title thereto, free and clear of
any Encumbrance.
(b)
Immediately prior to
the Closing, the outstanding capitalization of Eagle Oil
shall consist of 1,000 shares of Eagle Oil Common Stock. The shares
of Eagle Oil Common Stock are free from claims, liens, or other
encumbrances, and at the Closing Date Seller will have good title
and the unqualified right to transfer and dispose of such shares
Eagle Oil Common Stock.
(c)
Eagle Oil has no outstanding or
authorized capital stock, warrants, options or convertible
securities.
(d)
The Eagle Oil financial statements for
the period from its inception through April 15, 2009 (the
“Eagle Oil Financial Statements”) are true and
accurate, in accordance with the books and records of Eagle Oil,
and present fairly in all material respects the financial position
and results of operations of Eagle Oil as of the times and for the
periods referred to therein, in each case in accordance with
generally accepted accounting principles under current United
States accounting rules and regulations, consistently applied
(“GAAP”). All of the financial books and
records of Eagle Oil have been made available to FSH, and such
books and records completely and fairly record in all material
respects FSH’s financial affairs, which would normally be
recorded in financial books and records. There are no material
liabilities or obligations, either fixed or contingent, not
disclosed in the Eagle Oil Financial Statements or in any exhibit
thereto or notes thereto other than liabilities, contracts or
obligations incurred in the ordinary course of business; and no
such liabilities, contracts or obligations in the ordinary course
of business constitute liens or other liabilities which materially
alter the financial condition of Eagle Oil as reflected in the
Eagle Oil Financial Statements. Eagle Oil has good title to all
assets shown on the Eagle Oil Financial Statements subject only to
dispositions and other transactions in the ordinary course of
business, the disclosures set forth therein and liens and
encumbrances of record.
(e)
Since the date of the Eagle Oil Financial
Statements, there have not been any material adverse changes in the
financial position of Eagle Oil except changes arising in the
ordinary course of business, which changes will in no event
materially and adversely affect the financial position of Eagle
Oil.
(f)
Eagle Oil is not a party to any material
pending litigation or, to its best knowledge, any governmental
investigation or proceeding, not reflected in the Eagle Oil
Financial Statements, and to its best knowledge, no material
litigation, claims, assessments or any governmental proceedings are
threatened against Eagle Oil.
(g)
Eagle Oil is in good standing in its
jurisdiction of incorporation, and is in good standing and duly
qualified to do business in each jurisdiction where required to be
so qualified except where the failure to so qualify would have no
material negative impact on Eagle Oil.
(h)
Eagle Oil has (or, by the Closing Date,
will have) filed all material tax, governmental and/or related
forms and reports (or extensions thereof) due or required to be
filed and has (or will have) paid or made adequate provisions for
all taxes or assessments which have become due as of the
Closing Date.
(i)
Eagle Oil has not materially breached any
material agreement to which it is a party. Eagle Oil has previously
given FSH copies or access thereto of all material contracts,
commitments and/or agreements to which Eagle Oil is a party
including all relationships or dealings with related parties or
affiliates.
(j)
Eagle Oil has no
subsidiaries.
(k)
Eagle Oil has made all material corporate
financial records, minute books, and other corporate documents and
records available for review to present management of FSH prior to
the Closing Date, during reasonable business hours and on
reasonable notice.
(l)
The execution of this Agreement does not
materially violate or breach any material agreement or contract to
which Eagle Oil is a party and has been duly authorized by all
appropriate and necessary corporate action under other applicable
law and Eagle Oil, to the extent required, has obtained all
necessary approvals or consents required by any agreement to which
Eagle Oil is a party.
(m)
All disclosure information provided by
Eagle Oil which is to be set forth in disclosure documents of FSH
or otherwise delivered to FSH by Eagle Oil for use in connection
with the transaction described herein is true, complete and
accurate in all material respects.
ARTICLE III -
REPRESENTATIONS AND WARRANTIES
OF
FSH.
Except as is otherwise described in
the applicable Schedules, FSH represents and warrants to the
Seller, as of the date of this Agreement and as of the Closing, all
as follows in this Article III:
(a) As of the Closing
Date, the Consideration Stock
, to be issued and delivered to the
seller hereunder will, when so issued and delivered, constitute,
duly authorized, validly and legally issued shares of FSH
common stock , fully-paid and
non-assessable.
(b) FSH
has the corporate power and authority to
enter into this Agreement and to perform its respective obligations
hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action, including
the board of directors of FSH . The execution and performance of this
Agreement will not constitute a material breach of any agreement,
indenture, mortgage, license or other instrument or document to
which FSH is a party or by which
its assets and properties are bound, and will not violate any
judgment, decree, order, writ, rule, statute, or regulation
applicable to FSH or its
properties. The execution and performance of this
Agreement will not violate or conflict with any provision of the
Certificate of Incorporation or by-laws of FSH .
(c)
FSH has delivered to Seller a true and
complete copy of FSH’s Form 10 and Form 10/A for the periods
ending April 30, 2007 and April 30, 2008,
respectively and Form 10-Q for the three months ended
January 31, 2009 (the "FSH Financial Statements"). The
FSH Financial Statements are complete, accurate and fairly present
the financial condition of CaseyCorp as of the dates thereof and
the results of its operations for the periods then
ended. There are no liabilities or obligations either
fixed or contingent not reflected therein. The FSH
Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis (except as may be indicated therein or in the notes thereto)
and fairly present the financial position of FSH as of the dates
thereof and the results of its operations and changes in financial
position for the periods then ended.
(d)
Since January 31, 2009, there have not
been any material adverse changes in the financial condition of
CaseyCorp.
(e)
FSH is not a party to or the subject of
any pending litigation, claims, decrees, orders, stipulations or
governmental investigation or proceeding not reflected in the FSH
Financial Statements or otherwise disclosed herein, and there are
no lawsuits, claims, assessments, investigations, or similar
matters, against or affecting FSH, its management or its
properties. FSH has complied in all material respects with all
laws, statutes, ordinances, regulations, rules, decrees or orders
applicable to it.
(f)
FSH is duly organized, validly existing
and in good standing under the laws of the State of Nevada; has the
corporate power to own its property and to carry on its business as
now being conducted and is duly qualified to do business in any
jurisdiction where so re
