[TYPE] Exhibit
[DESCRIPTION] Exhibit 99.1
AGREEMENT TO ACCEPT STOCK IN FULL SATISFACTION AND
PAYMENT OF ATTORNEY FEES
WHEREAS, Xxxxxx, Xxxxxx & Xxxxxxxx ("PGB"), Attorneys at Law, Suite 1850,
Beneficial Xxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx, 00000-0000, have provided legal
services and out-of-pocket expenses to and on behalf of Xxxxx Oil and Gas
Company, f/k/a Xxxxxxx Xxxxx Oil and Gas Company ("Xxxxx"), with respect to the
Willow Creek East Unit Area, Grand Count, Utah, in the amount of $57,971.14
through August 31, 1995; and
WHEREAS, PGB desires to accept 80,000 shares of Xxxxx common stock in full
settlement and satisfaction of all attorney fees and expenses owed by Xxxxx;
NOW, THEREFORE, PGB agrees to accept and Xxxxx hereby agrees to deliver
80,000 shares of Xxxxx common stock ("Shares") in full payment and satisfaction
of all attorney fees and out-of-pocket expenses owed by Xxxxx to PGB through
August 31, 1995.
In connection herewith, PGB hereby acknowledges, represents and warrants
to, and agrees with Xxxxx as follows:
(a) PGB understands that the offer and sale of the Shares are intended to
be exempt from registration under the Securities Act of 1933, as amended
("Act"), by virtue of Section 3(b) and/or Section 4(2) of the Act and, in
accordance therewith and in furtherance thereof, PGB represents and warrants to
and agrees with the Company as follows:
(i) PGB has received the following documents from Xxxxx:
(1) 1994 Annual Report to Shareholders, including annual report
on Form 10-KSB;
(2) Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1995;
(3) Quarterly Report on Form 10-QSB/A-1 for the fiscal quarter
ended March 31, 1995;
(4) Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1995; and
(5) Proxy Statement dated May 10, 1995;
(ii) PGB understands that all documents, records and books pertaining
to the acquisition of the Shares have been made available for inspection by
PGB;
(iii) PGB and/or PGB's advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from a person or
persons acting on behalf of Xxxxx concerning the offering of the Shares,
and all such questions have been answered to the full satisfaction of PGB;
(iv) PGB is not acquiring the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio,
or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising, or any solicitation of a subscription
by a person not previously known to PGB in connection with investments in
securities generally;
(v) PGB has or together with PGB's advisor(s) has such knowledge and
experience in financial, tax and business matters so as to enable PGB to
utilize the information made available to PGB in connection with PGB's
acquisition of the Shares in order to evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision with
respect thereto;
(vi) PGB is acquiring the Shares solely for its own account as
principal, for investment purposes only and not with a view to the resale
or distribution thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in such Shares;
(vii) PGB will not sell or otherwise transfer the Shares, without
registration under the Act or an exemption therefrom and fully understands
and agrees that PGB must bear the economic risk of PGB's acquisition of the
Shares for an indefinite period of time because, among other reasons, the
Shares have not been registered under the Act or under the securities laws
of any state and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered under the Act
and under the applicable securities laws of such states or unless an
exemption from such registration is available;
(viii) PGB understands that, except as described herein, Xxxxx is
under no obligation to register the Shares on PGB's behalf or to assist PGB
in complying with any exemption from registration under the Act;
(ix) PGB understands that sales or transfers of the Shares are further
restricted by certain state securities laws;
(b) PGB understands that the United States Securities and Exchange
Commission has promulgated Rule 144 which establishes guidelines for the sale of
"restricted securities" such as the Shares. In summary, the guidelines of Rule
144 provide that (i) the Shares may not be resold in a public transaction for a
period of two years from the date the Shares are acquired, (ii) thereafter PGB
can sell up to one percent of the outstanding shares of Xxxxx, (iii) in a three
month period, (iv) if the transaction is unsolicited, (v) there is current
information available concerning Xxxxx and (vi) the broker acting as the
seller's agent (or dealer in certain circumstances) receives no more than the
customary brokerage commission. If the transaction involves more than 500
shares or $10,000, PGB will be required to file a Form 144 with the United
States Securities and Exchange Commission at the time of such transaction. PGB
also understands that subparagraph (k) of Rule 144, which permits a simplified
method for selling an unlimited number of shares, may be available to persons
who are not affiliates of Xxxxx.
The foregoing guidelines relating to Rule 144, which are merely a summary
of Rule 144, depend, among other matters, upon the fact that current information
is available concerning Xxxxx. PGB understands that Xxxxx'x common stock is
currently registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, but that there is no commitment to PGB from Xxxxx to keep
Xxxxx'x common stock so registered. PGB understands that there is no commitment
from Xxxxx to PGB to file the required information and there can be no assurance
that Xxxxx will be in a position to file the information so that Rule 144 would
apply at all times. Thus, PGB understands that PGB might not be in a position
to freely sell the Shares at any given time.
(c) PGB recognizes that an investment in the Shares involves a number of
significant risks.
(d) If PGB is a corporation, partnership, trust or other entity, it is
authorized and qualified to invest in the Shares offered by Xxxxx, and the
person signing this Subscription Agreement on behalf of such entity has been
duly authorized by such entity to do so; and
(e) Xxxxx will use its best efforts to include the Shares in the
Registration Statement currently filed with the United States Securities and
Exchange Commission, Registration No. 33-94536, such Shares to be registered
for resale only by PGB. Xxxxx'x obligations contained in this Section (e)
shall be conditioned upon a timely receipt by Xxxxx in writing of the following:
(i) Information provided by PGB as to the terms of any public
distribution of the Shares by PGB; and
(ii) Such other information as Xxxxx may reasonably require from PGB,
or any underwriter or agent for it, for inclusion in the Registration
Statement.
This Agreement is effective this day of September, 1995, and is binding
on the heirs, successors and assigns of the parties hereto.
XXXXXX, XXXXXX & XXXXXXXX XXXXX OIL AND GAS COMPANY
By By
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Xxxxxx X. Xxxxxxxx, Partner Xxxxxxx X. Xxxxx, Xx.,
President
