Exhibit 10.18
AGREEMENT
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THIS AGREEMENT ("Agreement") is made and entered into as of the 30th day of
October, 1997, by and between Consolidated Investment Services, Inc.
("Consolidated") and Red Man Pipe & Supply Co. ("Red Man").
RECITALS
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On the 12th day of July, 1988, Otter, Inc., an Oklahoma corporation
("Otter"), and Red Man entered into a Financial Agreement, which agreement was
on October 24, 1990, amended by an agreement between those parties (the "Amended
Financial Agreement"); and Xxxxxx Supply Company, a Delaware corporation
("Xxxxxx") and Red Man entered into a Purchase Agreement as of the 2nd day of
March, 1995.
Consolidated is successor in interest to the rights and obligations of
Otter and Xxxxxx under both the Amended Financial Agreement and the Purchase
Agreement.
Consolidated is the holder of the following securities of Red Man:
23,276 shares Class A Common Stock
34,344 shares Class B Common Stock
2,000 shares Class C Preferred Stock
Red Man anticipates a public offering (the "Offering") of approximately
thirty percent (30%) of its Common Stock computed after completion of the
Offering, and assuming exercise of the underwriter's over allotment option. The
public offering will consist only of Class A Common Stock.
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IT IS THEREFORE AGREED AS FOLLOWS:
1. Prior to the Offering, the 34,344 shares of Class B Common Stock held
by Consolidated will be exchanged for 34,344 shares of Class A Common Stock.
2. That 82,000 shares of Class A Common Stock which were originally issued
to Xxxxx X. Xxxxxxx and are now held by or for the Xxxxxxx family, will be
exchanged for 82,000 shares of Class B Common Stock.
3. The Articles of Incorporation of Red Man will be amended to:
A. Accommodate the exchange of Class B Common Stock for Class A Common
Stock and the exchange of eighty-two thousand (82,000) shares of Class
A Common Stock beneficially owned by the Xxxxxxx Family for Class B
Common Stock;
B. Increase authorized capital to allow a stock split in order that
present stockholders will own approximately seventy percent (70%) of
the then outstanding capital stock of Red Man after the Offering;
C. Increase authorized capital to raise authorized capital for not less
than the Offering;
D. Assign ten (10) votes for each share of Class B Common Stock and one
(1) vote for each share of Class A Common Stock.
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4. The Amended Financial Agreement and the Purchase Agreement shall be of
no further force and effect, except as follows:
A. All leases of real and personal property between the parties hereto
and their predecessors in interest shall remain in full force and
effect.
B. The characteristics, rights and preferences of Class C Preferred Stock
as stated on the Certificate representing those shares shall remain in
full force and effect.
5. Prior to the initial stock offering, the Board of Directors of Red Man
is authorized to establish and approve an incentive plan for not greater than
five percent (5%) of the authorized Class A Common Stock to be used for
incentive or non-qualified stock options or other stock incentive programs for
employees.
6. That at the time of, or prior to the Offering, Red Man will redeem and
retire the Preferred Stock owned by Consolidated at the face amount thereof,
with accrued dividends to the date of redemption.
7. That the Board of Directors of Red Man shall promptly take all action
required to cause the Red Man Common Stock owned by Consolidated to be
registered under the Securities Act of 1933 and/or the Oklahoma Securities Act
upon request by Consolidated,
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which request shall not be made until after the expiration of two (2) years from
the date of the Offering. Further and notwithstanding the foregoing, at any time
after the Offering, if the Board of Directors of Red Man causes or permits any
additional shares of Red Man stock to be registered under the Securities Act of
1933 and/or the Oklahoma Securities Act, Consolidated shall have the right to
have its Red Man Common Stock registered simultaneously therewith.
8. That should an Offering of Red Man Class A Common Stock not occur on or
before March 31, 1998, this Agreement will terminate and immediately thereafter
the parties shall be required to take such action as is necessary to effect the
restoration to the positions of the parties which existed on October 28, 1997.
AGREED TO effective the 30th day of October, 1997.
"CONSOLIDATED"
By /s/ Xxxxxxx X. Xxxxxxxxx, President
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"RED MAN"
By /s/ Xxxxx Xxxxx Xxxxxxx, President
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