STOCK TRANSFER AGREEMENT
This STOCK TRANSFER AGREEMENT, dated as of June 14, 1999 by and
between Lakota Energy, Inc., a Colorado corporation ("Lakota
Energy") and Lakota Oil and Gas, Inc., a Texas corporation ("Lakota
Oil").
W I T N E S S E T H
WHEREAS, Lakota Oil desires to issue 10,000 shares of Lakota
Oil and Gas, Inc. Common Stock (the "Shares") to Lakota Energy on
the terms and conditions set forth in this Stock Transfer Agreement
(hereinafter called "Agreement"); and
WHEREAS, Lakota Energy desires to receive the Shares on the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the promises and respective
mutual agreements herein contained, it is agreed by and between the
parties hereto as follows:
ARTICLE 1
TRANSFER OF THE SHARES
1.1 Transfer of the Shares. Upon the execution of this Agreement as provided
in Section 3.1 hereto (the "Closing"), subject to the terms and conditions
herein set forth, and on the basis of the representations, warranties and
agreements herein contained, Lakota Oil shall issue to Lakota Energy, and
Lakota Energy shall receive from Lakota Oil, the Shares.
1.2 Instruments of Conveyance and Transfer. Simultaneously
with the Closing, Lakota Oil shall deliver a certificate or
certificates representing the Shares to Lakota Energy, in form and
substance satisfactory to Lakota Energy, as shall be effective to
vest in Lakota Energy all right, title and interest in and to all of
the Shares, as set forth in Section 3 herein.
1.3 Consideration and Payment for the Shares. In consideration for the
Shares Lakota Energy shall transfer all of its right, title, and interest in
and to, as well as any and all obligations arising from, the assets set forth
on Exhibit A attached hereto and made a part hereof ("Transfer Price").
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF LAKOTA OIL AND LAKOTA ENERGY
2.1 Lakota Oil hereby represents and warrants that:
(a) It shall transfer title, in and to the Shares, to Lakota Energy
free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind
and nature whatsoever, whether direct or indirect or contingent,
except as set forth in Paragraph 2.2 herein.
2.2 On the Closing Date as defined herein in Section 3.1,
Lakota Oil shall deliver to Lakota Energy certificates representing
the Shares subject to no liens, security interests, pledges,
encumbrances, charges, restrictions, demands or claims in any other
party whatsoever, except as set forth in the legend on the
certificate(s), which legend shall provide as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A
PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE
ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES.)
2.3. Lakota Energy hereby represents and warrants that:
(a) Lakota Energy acknowledges that the Shares will be "restricted
securities" (as such term is defined in Rule 144 promulgated under
the Securities Act of 1933, as amended ("Rule 144")), that the
Shares will include the foregoing restrictive legend, and, except as
otherwise set forth in this Agreement, that the Shares cannot be
sold for a period of one year from the date of issuance unless
registered with the SEC and qualified by appropriate state
securities regulators, or unless Lakota Energy obtains written
consent from Lakota Oil and otherwise complies with an exemption
from such registration and qualification (including, without
limitation, compliance with Rule 144).
(b) Lakota Energy has the full right, power and authority to enter
into this Agreement and to carry out and consummate the transaction
contemplated herein. This Agreement constitutes the legal, valid
and binding obligation of Lakota Energy.
(c) Lakota Energy acknowledges that investment in the Shares
involves substantial risks and is suitable only for persons of
adequate financial means who can bear the economic risk of an
investment in the Shares for an indefinite period of time. Lakota
Energy further represents that it:
(1) has adequate means of providing for its current needs and
possible personal contingencies, has no need for liquidity in his
investment in
the Shares, is able to bear the substantial economic risks of an investment
in the Shares for an indefinite period, and, at the present time, can afford
a complete loss of his investment;
(2) is an "Accredited Investor" as that term is defined in Section
501(a) of Regulation D promulgated under the Securities Act of 1933,
as amended (the "Act");
(3) does not have an overall commitment to investments which are
not readily marketable that is disproportionate to his net worth,
and that its investment in the Shares will not cause such overall
commitment to become excessive;
(4) is acquiring the Shares for its own account, for investment
purposes only and not with a view toward resale, assignment or
distribution thereof, and no other person has a direct or indirect,
beneficial interest, in whole or in part, in such Shares;
(5) has such knowledge and experience in financial, tax and
business matters that it is capable of evaluating the merits and
risks of an investment in the Shares;
(6) has been given the opportunity to ask questions of and to
receive answers from persons acting on each of the Lakota Oil's
behalf concerning the terms and conditions of this transaction and
also has been given the opportunity to obtain any additional
information which Lakota Oil possesses or can acquire without
unreasonable effort or expense. As a result, Lakota Energy is
cognizant of the financial condition, capitalization, use of
proceeds from this financing and the operations and financial
condition of Lakota Oil, has available full information concerning
their affairs and has been able to evaluate the merits and risks of
the investment in the Shares; and
(7) The funds provided for Lakota Energy's purchase are either
separate property, community property over which the signatory(ies)
hereto has or have the right of control or are otherwise funds as to
which the undersigned has the sole right of management.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall be deemed to have occurred upon the
date of signing of this Agreement. Subsequent to the signing, the
following shall occur as a single integrated transaction:
3.2 Delivery by Lakota Oil.
(a) Lakota Oil shall deliver to Lakota Energy the stock certificate
and any and all other instruments of conveyance and transfer
required by Section 1.2.
(b) Lakota Oil shall deliver, or cause to be delivered, to Lakota
Energy such instruments, documents and certificates as are required
to be delivered by Lakota Oil or its representatives pursuant to the
provisions of this Agreement.
3.3 Delivery by Lakota Energy.
(a) Lakota Energy shall deliver the Transfer Price as required in
Section 1.3 by execution and delivery of the Assignment of Assets as
set forth in Exhibit A attached hereto.
(b) Lakota Energy shall deliver, or cause to be delivered, to
Lakota Oil such instruments, documents and certificates as are
required to be delivered by Lakota Energy or its representatives
pursuant to the provisions of this Agreement.
ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may be terminated and
the transactions contemplated hereby may be abandoned at any time
prior to delivery of the Transfer Price solely by the mutual
consent of all of the parties.
4.2 Waiver and Amendment. Any term, provision, covenant,
representation, warranty or condition of this Agreement may be
waived, but only by a written instrument signed by the party
entitled to the benefits thereof. The failure or delay of any party
at any time or times to require performance of any provision hereof
or to exercise its rights with respect to any provision hereof shall
in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any
condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one
or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such condition or breach or waiver of
any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment
of this Agreement shall be valid and binding unless it be in writing
and signed by all parties hereto.
ARTICLE 5
MISCELLANEOUS
5.1 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to
the transactions contemplated hereby, and supersedes all prior
agreements, arrangements and understandings related to the subject
matter hereof. No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written
or oral, express or implied, whether by statute or otherwise, has
been made by any
party hereto which is not embodied in this Agreement or the written
statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party
hereto shall be bound by or liable for any alleged understanding, promise,
inducement, statement, representation, warranty, covenant or condition not
so set forth.
5.2 Notices. All notices provided for in this Agreement shall be
in writing signed by the party giving such notice, and delivered
personally or sent by overnight courier or messenger or sent by
registered or certified mail (air mail if overseas), return receipt
requested, or by telex, facsimile transmission, telegram or similar
means of communication. Notices shall be deemed to have been
received on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or if sent
by overnight courier or messenger, shall be deemed to have been
received on the next delivery day after deposit with the courier or
messenger, or if sent by certified or registered mail, return
receipt requested, shall be deemed to have been received on the
third business day after the date of mailing.
5.3 Choice of Law and Venue. This Agreement and the rights
of the parties hereunder shall be governed by and construed in
accordance with the laws of the State of Georgia including all
matters of construction, validity, performance, and enforcement and
without giving effect to the principles of conflict of laws. Any
action brought by any party hereto shall be brought within the State
of Georgia.
5.4 Jurisdiction. The parties submit to the jurisdiction of the
Courts of the State of Georgia or a Federal Court empaneled in the
State of Georgia for the resolution of all legal disputes arising
under the terms of this Agreement, including, but not limited to,
enforcement of any arbitration award.
5.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
5.6 Attorneys' Fees. Except as otherwise provided herein, if a
dispute should arise between the parties including, but not limited
to arbitration, the prevailing party shall be reimbursed by the
nonprevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees
exclusive of such amount of attorneys' fees as shall be a premium
for result or for risk of loss under a contingency fee arrangement.
5.7 Taxes. Any income taxes required to be paid in connection
with the payments due hereunder, shall be borne by the party
required to make such payment. Any withholding taxes in the nature
of a tax on income shall be deducted from payments due, and the
party required to withhold such tax shall furnish to the party
receiving such payment all documentation necessary to prove the
proper amount to withhold of such taxes and to prove payment to the
tax authority of such required withholding.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first written hereinabove.
Lakota Energy Lakota Oil
LAKOTA ENERGY, INC. LAKOTA OIL AND GAS, INC.
/s/X.X. Xxxxxxxx /s/X.X. Xxxxxxxx
By: X.X. Xxxxxxxx By: X.X. Xxxxxxxx
Its: President Its: President
EXHIBIT "A"
ASSIGNMENT OF ASSETS
WHEREAS, Lakota Energy, Inc., a Colorado corporation (the "Assignor"), is the
owner of those certain assets set forth on Exhibit 1 attached hereto and made a
part hereof (the "Assets"); and
WHEREAS, Assignor desires to assign all of its right, title, and interest in,
as well as all of its obligations arising as a result of, the Assets to Lakota
Oil and Gas, Inc., a Texas corporation ("Assignee"), in exchange for 10,000
shares of common stock of Assignee;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, Assignor does hereby assign to Assignee all rights, title
and interest in and to the Assets.
Dated: June 14, 1999 Lakota Oil and Gas, Inc.,
a Texas corporation
By : /s/X.X. Xxxxxxxx
Its: President
Dated: June 14, 1999 Lakota Energy, Inc.,
a Colorado corporation
By: /s/X.X. Xxxxxxxx
Its: President
EXHIBIT "1"
ASSETS
