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Exhibit 10.1
FIRST
AMENDMENT
TO
STOCK PURCHASE
AGREEMENT
This First Amendment (“Amendment”)
to the Stock Purchase Agreement (defined below) entered into as of
this 11 th day of November, 2008, by and between
DAN F. WHETSTONE , PAMELA R.
LOWRY , PAULA A. POOLE , WILLIAM
J. JUNKERMIER , and ROGER W. JUNKERMIER
(collectively referred to herein as the “Seller”), and
ENERGY WEST, INCORPORATED
(“Purchaser”).
RECITALS
A. On December 18, 2007,
Seller and Purchaser entered into a Stock Purchase Agreement
whereby Seller agreed to sell and Purchaser agreed to purchase
Seller’s stock in the Cut Bank Gas Company (“Stock
Purchase Agreement”).
B. The parties hereto now
desire to amend the Stock Purchase Agreement pursuant to the terms
and conditions hereof.
NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein
contained and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereby agree as follows:
AGREEMENT
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1.
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The first two
lines of the second paragraph of Section 2.2 of the Stock Purchase
Agreement are deleted in its entirety and replaced with the
following:
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The number of
EWI Shares that each Seller shall receive shall be calculated by
the average closing price of one EWI Share as reported by NASDAQ
during the thirty (30) consecutive trading days ending on the third
(3 rd ) trading day preceding the Closing Date (the
“Average Share Price”).
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For
illustrative purposes only, if the average set price of
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