Exhibit 7.1
Form of
STOCK REPURCHASE AGREEMENT AND RELEASE
THIS STOCK REPURCHASE AGREEMENT AND RELEASE ("Agreement") is made and
entered into this 14th day of August, 2002, by and between Vista Exploration
Corporation, a Colorado corporation ("Vista"), and _________ (hereinafter
referred to as "Shareholder").
RECITALS
A. Shareholder acquired shares of Vista in a private placement offering
exempt from registration.
B. Subsequent to the acceptance of the Subscription Agreement executed by
Shareholder and Vista, information became available to Vista that made it
difficult, if not impossible, for Shareholder to remain a shareholder of Vista.
C. The parties to this Agreement agree that it is in the best interests of
each party to this Agreement that Vista repurchase the shares issued in the name
of Shareholder from Shareholder and that the parties enter into a settlement and
release of any and all claims or liabilities whatsoever.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Vista shall repurchase from Shareholder and Shareholder shall sell and
deliver to Vista all of the issued and outstanding shares of Vista held by
Shareholder, along with an irrevocable stock power duly executed for that
purpose. Shareholder hereby represents to Vista that Shareholder owns the shares
being sold to Vista free and clear of any third party claims, rights, liens, and
encumbrances and has the absolute authority to execute this Agreement and
deliver the securities being purchased by Vista.
2. Notwithstanding the provisions of Section 1 above, in the event that any
of the shareholders listed on the attached Schedule 2 refuse to sell their
shares of Vista stock to Vista on terms substantially similar to those contained
herein, then Vista, in it sole discretion, may elect to not purchase any shares
from Shareholder. Vista shall provide Shareholder written notice of its election
not to purchase any shares from Shareholder, at the address listed opposite
Shareholder's signature on this Agreement.
3. Upon receipt of certificate(s) from Shareholder representing all of the
issued and outstanding shares of Vista held by Shareholder, Vista shall issue
its promissory note for the full purchase price of Shareholder's shares of Vista
delivered to Vista by Shareholder in the amount equal to the subscription price
paid by Shareholder. The promissory note issued by Vista shall be guaranteed by
Charles A. Ross, Sr., President of Vista, in accordance with the guaranty which
shall be part of the promissory note.
4. Vista agrees that upon receipt of the certificates, it will take steps
necessary to cancel the shares represented by the certificates into Vista's
authorized but unissued shares. Shareholder acknowledges that it is the record
holder of the shares for the purposes of the annual meeting of shareholders of
Vista taking place on August 16, 2002, and as such, Shareholder is authorized to
execute its proxy statement and return it to Vista for inclusion at that
meeting, notwithstanding the fact that the execution of this Agreement and
concluding the delivery of the securities, may result in the securities being
cancelled prior to the actual date of said meeting. Shareholder agrees to take
reasonable efforts to execute the proxy statement and return it in accordance
with the instructions of said proxy statement.
5. Each of the parties to this Agreement agree for themselves and their
successors and assigns that they will not either alone or in conjunction with
any other person, orally or in writing, make any disparaging, disruptive,
damaging or accusory statements, comments, remarks or the like concerning the
other party to this agreement or such party's, members, managers, directors,
officers, shareholders, employees, agents or affiliates (collectively
"Affiliates"). In addition, each party to this Agreement will neither disparage
nor criticize the business prospects of the other party nor take any actions,
either alone or in conjunction with any other person, which will interfere with
or is calculated to interfere with or influence the business of the other party
or will or is calculated to interfere with or influence the business
relationships of a party with its past, present or future customers, clients,
vendors, suppliers, or Affiliates.
6. Each party for himself and his successors and assigns and on behalf of
any entity he controls or which he has the power to legally bind hereby fully
and forever releases and discharges each other party and its Affiliates,
officers, directors, consultants and attorneys from any and all claims, liens,
demands, obligations, actions, liabilities and damages of every kind and nature
whatsoever, in law or in equity, whether known or unknown to either party which
he or his successors and assigns may have against any other party and its
Affiliates, officers, directors, consultants and attorneys in any way related to
the investment in Vista except for the enforcement of the terms of this
Agreement.
7. Shareholder will do such further acts, including executing and
delivering additional agreements or instruments as Vista may reasonably require,
to consummate, evidence or confirm the provisions and covenants contained in
this Agreement.
8. In any action relating to this Agreement including an action to enforce
any of the provisions or rights under this Agreement, the unsuccessful party or
parties to such action shall pay all of the costs, expenses, and reasonable
attorney fees of the successful party or parties.
9. Immediately upon its execution, this Agreement shall become binding upon
the parties, their legal representatives, successors, assigns, heirs, agents, or
any other person or institution claiming through or under such party.
10. The failure of any party or all parties to insist, in any one or more
instances, upon performance of any of the terms or conditions of this Agreement
shall not be construed as a waiver or a relinquishment of any right granted
hereunder of the future performance of any such term, covenant or condition, but
the obligations of all parties with respect thereto shall continue in full force
and effect.
11. This Agreement and all provisions contained herein shall be construed
pursuant to the laws of the State of Colorado, and any questions regarding the
validity of any section or paragraph contained herein shall be determined
pursuant to the laws of the State of Colorado.
12. The parties agree that in entering into this Agreement, they are
relying upon their own judgment, belief and knowledge as to all phases of their
claims and further acknowledge that no promise, inducement or agreement or any
representations or warranties not expressed herein have been made to procure
their agreement hereto. The parties further acknowledge that this Agreement is
contractual and not merely recitals and that they have read, understand and
fully agree to the terms of this Agreement and have been advised to seek the
advice of their attorneys and/or other counsel to assist in the understanding of
its terms.
13. This Agreement constitutes the entire agreement between the parties and
no modification of the terms of this Agreement shall be valid or binding upon
the parties hereto, or entitled to any enforcement whatsoever, unless such
modification is reduced to writing and signed by the parties hereto.
14. The rule of construction which provides that ambiguities in a contract
shall be construed against the drafter shall not apply to this Agreement since
various parties assisted in the drafting of its terms, and all parties waive
applicability of such rule of construction in interpreting this Agreement.
15. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.
16. The parties hereto agree that each other party may deliver a signed
counterpart hereof by facsimile transmission and that a facsimile signature may
substitute for and have the same legal effect as the original signature.
VISTA EXPLORATION CORPORATION,
a Colorado corporation
By:
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Charles A. Ross, Sr., President
SHAREHOLDER: Shareholder Address for Notices:
- ------------------------------- -----------------------
Name:
(Print full name as it appears on your certificate) -----------------------
SCHEDULE 2
to
Stock Repurchase Agreement And Release
Shareholder # of Shares
----------- -----------
Jeffrey P. Frazier 1,000,000
Terrie L. Pham 1,000,000
Gary J. Grieco 1,250,000
Ronald Burstein 100,000
John Allen Leoffelbein 100,000
Mallard Management 250,000
Harvey M. Burstein 250,000
U S Capital Growth Fund, LLC 250,000
Smania Francesco 100,000
Baciga Marino 100,000