THE AGREEMENT
This Agreement ("Agreement") is made as of this 24th day of'
February, 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, tile
covenants, promises and representations of each Constituent to
this Agreement are as fo1lows:
ARTICLE I
1.1 Organization. TIP is a closely held corporation. It Is
duly organized, validly existing an 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 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 early 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 12 mouth restriction. The
class B Preferred Shares are convertible 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,
convertib1e 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 contemplation 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, arid 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 was organized in the State of
Minnesota, USA, November 26 1971 under the name Minnesota
Invaders, Inc. making its initial public offering shortly
thereafter. WSC has experienced several name changes over the
years. Prior to the name change to WolfStone, the name was
Integrated Direct, Inc., with the trading Symbol IDIR.
3.2 Domicile. WSC (Integrated Directed, Inc.) has
experienced changes in domicile. The most recent past domicile
has been the State of Delaware, with determination having been
made by management to move the public Company's domicile from the
State of Delaware 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 stock with voting
privileges, of WSC. 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 SFL the amount of one
hundred and ninety thousand dollars ($190,000) for equipment.
Terms:
May 5, 1999 $20,000
June 15, 1999: $20,000
July 15. 1999 $50,000
Aug.15, 1999 $50,000
Sept. 15, 1999 $50,000
WSC may pay the entire $190,000 in total anytime prior to Sept.
15, 1999.
4.2 Breach of Covenant. Should WSC fail to honor its
agreement to arrange for the sale of, or buy-back, of the shares,
as detailed in "2.2" and "4.1" above, or any part of the terms
and conditions of this Agreement, any and all assets and/or oil,
gas and mineral leases assigned and/or transferred to WSC and/or
TIP by Ravendale Financial, Inc. shall be null and void and of no
effect. In such an event, Ravendale may rescind the assignment
or transfer of the assets and/or oil gas and mineral leases
without need of a Court order, and may file same in the Official
Public Records of the appropriate County Clerks office. Further,
should WSC fail to perform its obligations under this Agreement,
in whole or in part, any and all assets and/or oil, gas and
mineral leases assigned and/or transferred to WSC and/or TIP by
Ravendale Financial, Inc. shall be null and void and of no
effect. In such an event, Ravendale Financial, Inc may rescind
the assignment or transfer of the assets and/or oil, gas and
mineral leases without need of Court order, and may file same in
the Official Public Records of the appropriate County Clerk's
Office. In either event described above, Ravendale Financial,
Inc shall be entitled to retain any and all sums tendered to and
any and all stock issued to Ravendale Financial, Inc. by WSC
pursuant to this Agreement, and such retaining of said sums and
stock is in addition to any other right available to SFL,
including the right to xxx WSC for breach of warranty, or breach
of covenant under this Agreement.
ARTICLE V
5.1 Effective Date. This Agreement shall become Effective,
upon execution by authorized, witnessed, signatures of both
Constituent Companies. The exchange of physical share
certificates as involved in the herein detailed transaction
shall be placed in an escrow with a mutually agreed upon law
firm, and shall be disbursed there from 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 ibis 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 lie 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 governed
by the laws of the State of Texas and be construed by the
appropriate courts of the State of Texas. Venue shall he in
Xxxxxx County, 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 and witnessed
Signatures below.
For WolfStone Corporation For Southwin Financial Ltd.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxxx
Xxxxx X. Xxxxx, Acting Secretary Xxxxx Xxxxxxxxx, Vice President
ADDENDUM #1
Addendum #1 of Agreement between WolfStone Corporation and
Southwin Financial, Ltd., stock transaction date: February 24,
1999.
In the event that WolfStone Corporation should at any future date
determine to change the status of Texas International Petroluem,
Ltd. from a wholly owned subsidiary to a publicly held
corporation, Southwin Financial, Ltd and Cross Leaf Trust shall
each have the right to purchase up to ten (10%) percent of the
common stock of Texas International Petroleum, Ltd at one ($1.00)
dollar per share. Purchase of shares shall be allowed by option
agreement or subscription agreement, as determined at a later
date by Southwin and Trust.
For WolfStone Corporation For Southwin Financial Ltd.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxxxx
Xxxxx X. Xxxxx, Acting Secretary Xxxxx Xxxxxxxxxx, Vice President
Date: February 24, 1999 Date: February 24, 1999
