RECISSION OF
STOCK PURCHASE AGREEMENT
This Recission of Stock Purchase Agreement ("Recission Agreement") is made
effective this 19th day of July, 2000, by and between, CyberAmerica Corporation
("CYA"), a Nevada corporation with principal offices at 268 West 400 South, Salt
Lake City, Utah 84101 and A-Z Oil, L.L.C., a Utah limited liability company, A-Z
Professional Consultants, Inc., a Utah corporation, A-Z Professional
Consultants, Inc., Retirement Trust, a Utah private trust, the David Michael
L.L.C., a Utah limited liability company, and the Alexander Senkovski L.L.C. a
Utah limited liability company (collectively, the "Sellers") each with principal
offices at 268 West 400 South, salt Lake City, Utah 84101, with respect to the
following:
RECITALS
WHEREAS, CYA and the Sellers entered into a Stock Purchase Agreement dated
April 19, 2000, (the "Agreement") a copy of which is attached hereto as Exhibit
"AA" and incorporated herein by this reference;
WHEREAS, the CYA and the Sellers now desire to cancel and rescind the
Agreement
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby expressly acknowledged, CYA and the
Sellers hereby agree as follows:
1. That the Agreement is hereby canceled and rescinded; and
2. CYA and the Sellers hereby agree to return whatever consideration and
shares of stock that they received under the terms of the Agreement;
and
3. CYA and the Sellers hereby agree to cross indemnify each other and
hold one another harmless for any injury which may arise as a result
of canceling and rescinding the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
DATED this 19th day of July, 2000.
CyberAmerica Corporation, A-Z Professional Consultants, Inc.
a Nevada corporation a Utah corporation,
By: /s/Richard Surber By:/s/BonnieJean C. Tippetts
------------------------- -------------------------------
Richard Surber, President BonnieJean C. Tippetts, President
A-Z Oil, L.L.C., A-Z professional Consultants, Inc.
a Utah limited liability company Retirement Trust
By: /s/BonnieJean C. Tippetts By: /s/BonnieJean C. Tippetts
----------------------------------- ----------------------------------
BonnieJean C. Tippetts, Agent / Manager BonnieJean C. Tippetts, Trustee
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David Michael, L.L.C., Alexander Senkovski L.L.C.
a Utah limited liability company a Utah limitedliability company
By: /s/BonnieJean C. Tippetts By: /s/BonnieJean C. Tippetts
----------------------------------- ----------------------------------
BonnieJean C. Tippetts, Agent / Manager BonnieJean C. Tippetts, Trustee
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Exhibit "AA"
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made effective this 19th day
of April, 2000, by and between, CyberAmerica Corporation ("CYA"), a Nevada
corporation with principal offices at 268 West 400 South, Salt Lake City, Utah
84101 and A-Z Oil, L.L.C., a Utah limited liability company, A-Z Professional
Consultants, Inc., a Utah corporation, A-Z Professional Consultants, Inc.,
Retirement Trust, a Utah private trust, the David Michael L.L.C., a Utah limited
liability company, and the Alexander Senkovski L.L.C. a Utah limited liability
company (collectively, the "Sellers") each with principal offices at 268 West
400 South, salt Lake City, Utah 84101, with respect to the following:
RECITALS
WHEREAS, the Sellers collectively own 146,000 shares of FFP Partners, L.P.
common stock ("FFP Partners Shares"); and
WHEREAS, CYA desires to purchase the FFP Partners Shares from the Sellers,
but desires to pay for such shares with shares of its restricted common stock
rather than cash, pursuant to a written contract as set forth below; and
WHEREAS, the Sellers are willing to accept, on a pro rata basis as set
forth on Exhibit "A" attached hereto and incorporated herein by reference a
total of 55,620 shares of CYA's restricted common stock ("CyberAmerica Shares")
in consideration for 146,000 shares of FFP Partners, L.P. common stock that CYA
is purchasing from the Sellers.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, CYA and the Sellers
hereby agree as follows:
1. Purchase and Sale of Stock
Upon the terms and conditions contained herein, CYA agrees to purchase, and
the Sellers agree to sell, the FFP Partners Shares of stock valued at the bid
price of $1.00 per share as quoted on the AMEX on April 18, 2000, in exchange
for the CyberAmerica Shares valued at the bid price of $2.625 per share as
quoted on the OTC BB on April 18, 2000, which price the parties hereby agree is
fair and reasonable.
2. Delivery of Stock.
Upon execution of this Agreement ("Closing"), the certificates for the
CyberAmerica Shares of stock to be exchanged under this Agreement shall be
delivered to the Sellers on a pro rata basis as described on Exhibit "A" and the
FFP Partners Shares shall be delivered to CYA not later than 5 business
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days after Closing. CYA is relying upon the representations made by the Sellers
in making this exchange of stock.
3. Representation and Warranties of the Sellers:
a. The Sellers are purchasing the CyberAmerica Shares for their own
account and not with a view towards distribution within the meaning of
the Securities Act of 1933, as amended (the "Act"). The Sellers hereby
acknowledge that they have been advised and are aware that (i) CYA is
relying upon an exemption under the Act predicated upon the Seller's
representations and warranties contained in this Agreement, and (ii)
the CyberAmerica Shares delivered to the Sellers pursuant to this
Agreement will be "restricted stock" within the meaning of the rules
and regulations (the "Rules") promulgated by the United States
Securities and Exchange Commission ("SEC") pursuant to the Act.
Unless, and until, the CyberAmerica Shares are registered under the
Act, they will be subject to limitations upon resale set forth in the
Rules or in other administrative interpretations by the SEC in effect
at the time of the proposed sale or other disposition.
b. The Sellers have received all of the information they consider
necessary or appropriate for determining whether to purchase the
CyberAmerica Shares. The Sellers are familiar with the business,
affairs, risks and properties of CYA. The Sellers have had an
opportunity to ask questions of and receive answers from CYA, its
officers, directors and other representatives regarding the
CyberAmerica Shares and the terms and conditions of the purchase of
the CyberAmerica Shares. The Sellers have had the opportunity to
obtain any additional information CYA possesses or could acquire
without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished.
c. The Sellers have such knowledge and expertise in financial and
business matters that they are capable of evaluating the merits and
substantial risks of an investment in the CyberAmerica Shares and are
able to bear the economic risks relevant to the purchase of the
CyberAmerica Shares hereunder.
d. The Sellers are relying solely upon independent consultation with
their professional, legal, tax and accounting advisors and such others
as the Sellers deem to be appropriate in connection with the purchase
of the CyberAmerica Shares; the Sellers have been advised to, and have
consulted with, their professional tax and legal advisors with respect
to any tax consequences associated with the purchase of the
CyberAmerica Shares.
e. The Sellers recognize that an investment in the securities of CYA
involves substantial risk and understands all of the risk factors
related to the purchase of the CyberAmerica Shares.
f. The Sellers understand that there may be no market for the
CyberAmerica Shares.
g. The Sellers' financial condition is such that the Sellers are under no
present or contemplated future need to dispose of any portion of the
CyberAmerica Shares to satisfy any existing or contemplated
undertaking, need or indebtedness.
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h. Without in any way limiting the representations set forth above, the
Sellers hereby further agree not to make any disposition of all or any
portion of the CyberAmerica Shares unless and until:
(1) There is then in effect a registration statement under the Act
covering such proposed disposition and such disposition is made
in accordance with such registration statement; or
(2) The Sellers shall have notified CYA of the proposed disposition
and shall have furnished CYA with a detailed statement of the
circumstances surrounding the proposed disposition, and if
requested by CYA, the Sellers shall have furnished CYA with an
opinion of counsel, in form that is reasonably satisfactory to
CYA and its counsel, that such disposition will not require
registration under the Act.
i. It is understood that the certificates evidencing the CyberAmerica
Shares will bear substantially the following legends:
"The securities evidenced hereby have not been registered under the
Securities Act of 1933, as amended (the "Act") nor qualified under the
securities laws of any states, and have been issued in reliance upon
exemptions from such registration and qualification for nonpublic
offerings. Accordingly, the sale, transfer, pledge, hypothecation, or
other disposition of any such securities or any interest therein may
not be accomplished except pursuant to an effective registration
statement under the Act and qualification under applicable State
securities laws, or pursuant to an opinion of counsel, satisfactory in
form and substance to CYA, to the effect that such registration and
qualification are not required."
j. The Sellers confer full authority upon CYA (i) to instruct its
transfer agent not to transfer any of the CyberAmerica Shares until it
has received written approval from CYA and (ii) affix the legend in
subparagraph (i) above to the face of the certificate or certificates
representing the CyberAmerica Shares.
k. The Sellers understand that CYA is relying upon the Sellers'
representations and warranties as contained in this Agreement in
consummating the sale and transfer of the CyberAmerica Shares without
registering them under the Act or any law. Therefore, the Sellers
hereby agree to indemnify CYA against, and hold CYA harmless from, all
losses, liabilities, costs, penalties and expenses (including
attorney's fees) which may arise as a result of a sale, exchange or
other transfer of the CyberAmerica Shares other than as permitted
under this Agreement. The Sellers hereby further understand that CYA
will make an appropriate notation on its transfer records of the
restrictions applicable to the CyberAmerica Shares.
4. Representations and Warranties of CYA. CYA hereby represents and warrants
that:
a. CYA is a corporation duly organized, validly existing under the laws
of the State of Nevada.
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b. CYA has all necessary corporate power and authority under the laws of
Nevada and all other applicable provisions of law to own its
properties and other assets now owned by it, to carry on its business
as now being conducted, and to execute and deliver and carry out the
provisions of this Agreement.
c. All corporate action on the part of CYA required for the lawful
execution and delivery of this Agreement and the issuance, execution
and delivery of the CyberAmerica Shares has been duly and effectively
taken. Upon execution and delivery, this Agreement will constitute a
valid and binding obligation of CYA, enforceable in accordance with
its terms, except as the enforceability may be limited by applicable
bankruptcy, insolvency or similar laws and judicial decisions
affecting creditors' rights generally.
5. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made by the Sellers and CYA in this Agreement
shall survive the purchase, sale, and exchange of the CyberAmerica Shares
and the FFP Partners Shares.
6. Transfer Agent Instructions. CYA's transfer agent will be instructed to
issue one or more stock certificates representing the Common Stock set
forth in Section 1 above, with the restrictive legend set forth in Section
3 above, in the name of the Sellers, as depicted on Exhibit "A" and will be
advised that the CyberAmerica Shares have been issued pursuant to Rule 144
of the Securities Act of 1933. CYA hereby further warrants that no stop
transfer instructions other than instructions to issue the CyberAmerica
Shares will be given to its transfer agent and that these shares shall be
freely transferable on the books and records of CYA, subject to compliance
with applicable securities laws.
7. Stock Delivery Instructions. The CyberAmerica Share certificates shall be
delivered to the Sellers at such times and places to be mutually agreed.
The FFP Partners Share certificates shall be delivered to CYA at such times
and places to be mutually agreed.
8. Governing Law. This Stock Purchase Agreement shall be governed by and
interpreted in accordance with the laws of the State of Utah, without
regard to its law on the conflict of laws. Any dispute arising out of this
Stock Purchase Agreement shall be brought in a court of competent
jurisdiction in Salt Lake City, Utah.
9. Miscellaneous
A. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
To the attention of the President at the address first indicated above
for the respective entity, or any new address which the parties may
hereafter designate by notice. All notices shall be deemed to have
been given as of the date of receipt.
B. Entire Agreement. This instrument sets forth the entire agreement
between the parties hereto and no prior or contemporaneous written or
oral statement or agreement shall be recognized or enforced.
C. Severability. If a court of competent jurisdiction determines that any
clause or provision of this Agreement is invalid, illegal or
unenforceable, the other clauses and provisions of the Agreement shall
remain in full force and effect. The clauses and provisions which the
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Court determines are void, illegal or unenforceable shall be limited
so that they remain in effect to the extent permissible by law.
D. Assignment. Neither party may assign this Agreement without the
express written consent of the other party. However, if the other
party consents to the assignment such assignment will be bind and
inure to the benefit of the assignee.
G. Waiver of Jury Trial. To the extent permitted by law, the parties
hereby irrevocably waive a jury trial in the event of litigation. The
parties included this provision because of the cost and delay of a
jury trial and because the parties believe that a jury trial would not
be necessary to resolve any dispute or claim between them.
H. Attorney's Fees. If either party institutes legal action or other
proceedings (including, but not limited to, arbitration) to enforce or
to declare any right or obligation under this Agreement or as a result
of a breach, default or misrepresentation in connection with any of
the provisions of this Agreement, or otherwise because of a dispute
among the parties, the successful or prevailing party will be entitled
to recover reasonable attorney's fees. Attorney's fees shall include
fees for appeals, collections and other expenses incurred in such
action or proceeding. Legal fees shall be awarded in addition to any
other relief to which the prevailing party may be entitled.
I. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer any rights or remedies upon any person
other than the parties hereto and their successors.
J. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
K. Further Assurances. At any time and from time to time, after the date
of this Agreement, each party will execute such additional instruments
and take such actions as are reasonably necessary to confirm or
perfect title to the Shares or otherwise to carry out the intent and
purposes of this Agreement.
L. Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right or remedy at law, or in equity, and
may be enforced concurrently herewith. No waiver by any party of the
performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time, this Agreement may be
amended by a writing signed by all affected parties. Any term or
condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.
M. Headings. The section and subsection headings in this Agreement are
inserted for convenience only. In the event of a conflict between a
heading and the text of this Agreement, the text shall control the
meaning and interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
DATED this 27th day of April, 2000.
CyberAmerica Corporation,
a Nevada corporation ("CYA")
By: /s/ Richard Surber
---------------------------
Richard Surber, President
A-Z Oil, L.L.C.,
a Utah limited liability company
By: /s/ BonnieJean C. Tippetts
---------------------------
BonnieJean C. Tippetts, Manager
A-Z Professional Consultants, Inc.,
a Utah corporation,
By:/s/ BonnieJean C. Tippetts
---------------------------
BonnieJean C. Tippetts, President
A-Z professional Consultants, Inc., Retirement Trust,
a Utah private trust,
---------------------------
By: /s/ BonnieJean C. Tippetts
BonnieJean C. Tippetts, Agent
David Michael L.L.C.,
a Utah limited liability company,
By:/s/ BonnieJean C. Tippetts
---------------------------
BonnieJean C. Tippetts, Agent
Alexander Senkovski L.L.C.,
a Utah limited liability company (collectively, the "Sellers")
By:/s/ BonnieJean C. Tippetts
---------------------------
BonnieJean C. Tippetts, Agent
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Exhibit "AB"
Number of FFP Partners Shares being sold to the CyberAmerica Corporation:
A-Z Oil, L.L.C. 23,900 shares = 16.36%
A-Z Professional Consultants, Inc. 18,500 shares = 12.67%
A-Z Professional Consultants, Inc.,
Retirement Trust 4,200 shares = 2.87%
David Michael, L.L.C. 84,700 shares = 58.01%
Alexander Senkovski, L.L.C. 14,700 shares = 10.06%
--------------------------------
= 146,000 shares
The number of restricted shares of CyberAmerica common stock that the Sellers
shall receive on a pro rata basis in exchange for the FFP Shares is set forth
below.
A-Z Oil, L.L.C. 16.36% = 9,105 shares
A-Z Professional Consultants, Inc. 12.67% = 7,048 shares
A-Z Professional Consultants, Inc.,
Retirement Trust 2.87% = 1,600 shares
David Michael, L.L.C. 58.01% = 32,267 shares
Alexander Senkovski, L.L.C. 10.06% = 5,600 shares
--------------------------------
= 55,620 shares
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