EX-6.3
ACQUISITION AGREEMENT
THE AGREEMENT
This Agreement ("Agreement") is made as of this 3rd day of April, 1999, by and
between Southwin Financial, Ltd ("SFL") and WolfStone Corporation ("WSC"). The
companies may from time to time be referred to hereinafter collectively as the
"Constituents"
WHEREAS, SFL believes it to be in the best interests of its clients who own one
hundred (100%) percent of the authorized and issued Common Stock of Texas
International Petroleum, Inc. ("TIP"), to sell these shares to WSC; and
WHEREAS, WSC believes it to be in the best interests of its shareholders to
acquire from SFL its clients shares of Texas International Petroleum, Inc.
("TIP"). The Constituents are in accord, to effect this Agreement, with terms
and conditions as follow:
NOW THEREFORE, in consideration of the above stated, the covenants, promises and
representations of each Constituent to this Agreement are as follows:
ARTICLE I
1.1 Organization. TIP is a closely held corporation. It Is duly organized,
validly existing and in good standing in the State of Texas, U.S.A.; has all
necessary powers to own its properly and carry on its business as now owned and
operated by it in any geographic area in the United States or elsewhere, wherein
its business requires qualification.
1.2 Capital Stock. Of the Common shares of TIP authorized
and outstanding, all are fully paid and non-assessable.
1.3 Subsidiaries. TIP has no subsidiaries, nor does it own any interest in any
other enterprise, excepting those known to Constituents of this Agreement.
1.4 Financial Information. Property descriptions, lease
assignments. and valuations with geological documentation is
available for perusal upon request by any concerned shareholder or state or
federal agency. Neither SFL nor TIP make nor give any warranty or guarantee,
express or implied, regarding valuations or other financial reports
documentation which is given or made by any third party. WSC hereby discharges
and indemnifies SFL and TIP against all debts, liabilities, losses or
obligations made or incurred in connection with any valuations or other
financial reports or documentation which is given or made by any third party.
1.6 Litigation. TIP is not involved in any litigation. The nature or which would
be considered other than a common hazard of conducting its business. It is not
in default with respect to any order, writ, injunction or decree of any court of
the United States or any foreign country.
1.7 Authority. SFL has the right to sell and is authorized to sell its clients
shares of TIP, being the contracted agent for all the shareholders of the
closely held, Texas corporation and is authorized to execute this Agreement and
has full power and authority to, execute, deliver and perform this Agreement and
this Agreement is a legal, valid and binding obligation of SFL. and is
enforceable in accordance with its terms and conditions.
ARTICLE II
2.1 Organization. WSC, is a. publicly held and listed corporation. WSC is duly
organized, validly existing and in good standing in the State of Nevada, U.S.A.
WSC has all necessary powers to own its property, and carry on its business as
now owned and operated by it in any geographic area of the United States or
elsewhere, wherein its business requires qualification.
2.2 Capital Stock. At the effective date of this Agreement, there shall be
issued, or to be issued, and outstanding, a total of 4,067,787 fully paid and
non- assessable, Common shares of WSC. The total issued shares shall include Two
Million shares (2,000,000) of' Common Stock, and Two Thousand Shares (2,000)
shares of Class B, Preferred Stock, to be issued in exchange for one hundred
percent (100%) of the authorized and issued shares of TIP.
2.2(a) Restricted shares of Common stock to be issued as a
result of this transaction shall bear a legend in accordance
with SEC Rule 144. The Class B Preferred Shares are convertible
at a ratio of 1Pr.shr. for 3 Com. shares, and have voting
privileges.
2.2(b) WSC has Class - A - Convertible Preferred Stock, and Class - B -
Convertible Preferred Stock, both with stated par value of $40. per share. Only
the Class B - Convertible Preferred shares have voting rights and earn specific
dividends. Class B Convertible Preferred with voting rights and earning 5%
dividend per annum, is the Class utilized in this transaction. SFL shall,
according to agreement with its clients be responsible for distribution of the
all stock certificates to the current shareholders of TIP.
2.2c) At the effective date hereof, there shall not, be any outstanding
subscriptions, options, rights, warrants, debentures, convertible securities,
preferred stock or other such instruments or commitments unknown to SFL,
obligating WSC to issue or transfer from the WSC treasury, additional shares of
its capital stock of any class.
2.2d) In order that SFL may distribute the shares of Common and Preferred Stock,
the share certificates to be issued by WSC shall be in such denominations,
amounts and names as may be requested by SFL.
2.3 Subsidiaries. WSC currently has no subsidiaries, nor does it own interests
in other enterprises, excepting those known to the Constituents of this
Agreement.
2.4 Financial Information. All financial information of WSC is currently known
to the Constituents. Upon completion of the Consolidated Financial Statements of
WSC and TIP, said statements and balance sheets shall be immediately
disseminated to SFL.
2.5 Litigation. WSC is not involved in any litigation, the nature of which would
he considered other than a common hazard of conducting business. WSC is not in
default with respect to any order, writ, injunction. or decree of any court of
the United States or any foreign country.
2.6 Authority. Shareholders owning the legally required percentage of voting
stock in WSC, have authorized the execution of this Agreement and consummation
of the transaction contemplated herein. WSC has full power and authority to
execute, deliver and perform this Agreement, and this Agreement is a legal,
valid and binding obligation of WSC, and is enforceable in accordance with its
terms and conditions.
ARTICLE III
3.1 Organization. WSC has experienced several name changes
over the years. Prior to changing its name to WolfStone
Corporation, the Company's name was Integrated Direct, Inc.,
with the stock trading Symbol IDIR.
3.2 Domicile. WSC (Integrated Directed, Inc.) has also
experienced changes in domicile. The most recent past domicile
was the State of Delaware. This public Company's domicile
was recently changed to the State of Nevada.
3.3 Current Name. The public Company's name is WolfStone
Corporation, its domicile is the State of Nevada, and its
headquarters is in the City of Woodbridge, CA.
3.4 Material Contracts. WSC has no material contracts to which
it is a party, or by which it is bound which would effect this
transaction in a negative manner
4.1 Terms and Conditions. The Constituents hereto shall accomplish this
transaction by means of a tax free stock for stock exchange. This transaction
shall include One Hundred Percent (100%) of the authorized and issued shares of
TIP: Ten Million, One Hundred and Two Thousand, Six hundred, and Ninety Six,
Common Shares (10,102,696), said shares equating to ownership of all assets and
liabilities of the Texas Corporation, in exchange for Two Million shares
(2,000,000) of the Common Stock of WSC, at $25.38 per share; and Two Thousand
Shares (2,000) of the Class-B -Convertible, Preferred WSC stock with voting
privileges, and earning a 5% annual dividend. The total purchase price is the
appraised value, $50,767,401.
4.2 Further Considerations. As further consideration, WSC shall execute a note,
and shall pay to certain persons assisting in this transaction, the amount of
one hundred and ninety thousand dollars ($190,000). The due date for payment of
the $190,000 is January 5, 2000.
ARTICLE V
5.1 Effective Date. This Agreement shall become Effective, upon execution by
authorized, signatures of both Constituent Companies. The exchange of physical
share certificates as involved in the herein detailed transaction shall be
disbursed at the earliest practical date.
5.2 Counterparts. 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 instrument. This document may be executed by
the Constituents, utilizing Facsimile transmission, to bind this Agreement and
it shall be legally binding as though executed in hard copy.
5.3 Hard Copy. The Constituents may utilize facsimile Transmission to legally
bind this Agreement, but the Constituents shall at their convenience execute
multiple (4) Hard Copies for WSC, the publicly held corporation, for filing with
my agencies, in event this should be applicable.
ARTICLE VI
6.1 Non-Waiver. The failure of any Constituent to this Agreement, to insist in
any one or more cases upon the performance by another Constituent, of any of the
provisions, terms or conditions of this Agreement. or to fail to exercise any
option herein contained, shall not be construed as a waiver or relinquishment of
any other provision, term or condition of this Agreement. No waiver by a
Constituent of a breach by the other Constituent, shall be construed as a Waiver
with respect to any other subsequent breach.
6.2 Captions and Headings. The Article and paragraph headings through out this
Agreement are for convenience and reference only and shall not define, limit, or
add to the meaning of any provision of this Agreement.
6.3 Notices. Any formal notices, or demands by a constituent Company shall be in
writing and of hard copy, and shall be deemed to be duly given on the date of
delivery by courier, or served on the tenth day after mailing, if mailed to the
Constituent Company to which notice is being given, by first class registered or
certified postage prepaid to the headquarters office of the Constituent, to its
address as it may he at a given time.
6.3(a) Legal Notices. Legal notices shall also be deemed served as above
detailed, but shall be delivered to the legal representative of the Constituent
Company, that being the Resident Agent or office or Company legal counsel, or in
event these are not known, then by registered mail to the head corporate office,
received and signed for by an officer of the respective Constituent Company.
6.3b) Venue. This Agreement and its application. shall be
governed by the laws of the State of Texas and be construed by
the appropriate courts of the State of Texas.
6.4 Binding Effect. This Agreement in all its terms and
conditions shall inure to and be binding upon the corporate
successors, directors, senior officers, executors and assigns.
of each of the Constituent Companies. and major shareholders
thereof.
6.5 Mutual Consideration. The Constituents hereto shall cooperate with each
other to achieve the mutually desired purpose of this Agreement and shall
execute such other and further documents and take such other and further actions
as may be necessary or convenient to successfully accomplish the intention of
the transaction described herein, for the best interests of each of the
Constituent Companies.
6.6 Exhibits. As of the execution hereof; the Constituents may or may not have
provided each other with some or all required exhibits if any, or other
documentation. Any required information as detailed in this Agreement, or by
virtue of this transaction or documents not currently available shall be
provided to either Constituent by the other, at the earliest possible date. The
representations by the Constituents hereto of this Agreement, and in any
Attachments or Addendums herein, shall survive the Effective Date hereof, and
shall supersede any and all prior agreements and understandings if any, between
the Constituent Companies and subsequent to the Effective Date of this
Agreement, can only be modified by resolutions ratified by the Boards of
Directors of each of the Constituent Companies. or by vote of shareholders
carrying the right to vote a majority of the controlling shares of the parent
corporation.
IN WITNESS WHEREOF, Each of the Companies being Constituents hereto have
expressed their acceptance and agreement of the terms and conditions of this
Agreement by their duly authorized representatives affixing their respective
Signatures below.
For WolfStone Corporation Southwin Financial Ltd.
For: Texas International
Petroleum, Inc.
By:/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxx
Xxxxx X. Xxxxx, Director Authorized Signature
Authorized Signature
