EXHIBIT 2.2
Stock Purchase and Sale Agreement, dated October 14, 1996
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is made and
entered into effective as of the 14th day of October, 1996, by and among XXXXX
OIL COMPANY, INC., a Utah corporation ("Buyer" or "Xxxxx Oil"), XXXX X. XXXXXX
("Xxxxxx"), and XXXX X. XXXXXX, by and through his attorney-in-fact, Xxxx X.
Xxxxxx ("Xxxxxx"). Xxxxxx and Xxxxxx are collectively referred to herein as
"Sellers."
R E C I T A L S:
X. Xxxxxx and Xxxxxx, either individually or through affiliated
entities, own 50 shares each of the common stock of IAN Holdings, Inc., a
Cayman Islands corporation ("IAN Holdings"), which shares constitute 100% of
the issued and outstanding stock of IAN Holdings (the "IAN Holdings Shares").
B. IAN Holdings is the owner of all outstanding shares of Xxxxxx
Exploration Pty. Ltd., an Australian corporation ("Xxxxxx"). Xxxxxx is the
beneficiary of certain petroleum exploration licenses, regarding rights to
certain petroleum exploration activities in Australia, identified as Petroleum
Exploration Licenses Nos. 61 and 63 (the "PELs"), issued by the Australia
Ministry for Mines and Energy.
X. Xxxxx Oil desires to acquire and assume all of the rights and
obligations arising under, and to become the beneficiary of, the PELs, subject
to certain overriding royalty interests previously granted by Xxxxxx to Xxxxxx
and Xxxxxx.
X. Xxxxx Oil desires to accomplish the acquisition of rights and
interests under the PELs through an acquisition of all of the IAN Holdings
Shares.
X. Xxxxx Oil is willing to issue a total of 6,000,000 shares of its
Common Stock (the "Xxxxx Shares") to Buyers in consideration and exchange for
the IAN Holdings Shares, upon the terms and conditions set forth in this
Agreement.
X. Xxxxxxx are willing to sell and transfer (or to cause to be sold
or transferred) to Xxxxx Oil the IAN Holdings Shares, in consideration and
exchange for the Xxxxx Shares, in accordance with the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants herein set forth, the parties agree as follows:
1. Purchase and Sale; Closings.
1.1 Purchase and Sale of IAN Holdings Shares. Subject to the
terms and conditions hereof, Sellers agree to sell, convey, transfer and
assign, or to cause to be sold, conveyed, transferred or assigned to Buyer,
and Buyer agrees to purchase, accept and acquire from Sellers, all of the IAN
Holdings Shares, at the Closing, as defined below. The IAN Holdings Shares
will be transferred in consideration and exchange for the Xxxxx Shares.
1.2 Purchase and Sale of Xxxxx Shares. Subject to the terms
and conditions of this Agreement, Buyer agrees to issue and sell to each of
Sellers, and each of Sellers agrees to purchase, one-half of the Xxxxx Shares,
at the Closing, in consideration and exchange for the IAN Holdings Shares.
The Xxxxx Shares will be newly issued, unregistered shares of the Common Stock
of Xxxxx Oil.
1.3 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Holme
Xxxxxxx & Xxxx, LLP, 000 Xxxx Xxxxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx
00000, at 10:00 a.m. on Monday, October 7, 1996, or such other date and time
as Buyer and Sellers shall mutually determine (the "Closing Date"). At the
Closing: (a) Xxxxx Oil shall deliver to Xxxxxx and Xxxxxx certificates
representing the Xxxxx Shares, with one-half of the Xxxxx Shares registered in
the name of each of the Sellers; and (b) Sellers will deliver to Buyer
certificates representing the IAN Holdings Shares, duly endorsed for transfer
to Buyer, or accompanied by duly executed stock powers.
2. Restricted Securities and Legend. The parties understand and
acknowledge that the Xxxxx Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), and will be considered
"restricted securities" as defined in the Act. Sellers are aware of the
restrictions on transfer applicable to restricted securities, including the
provisions of Rule 144 promulgated under the Act. The certificates evidencing
the Xxxxx Shares will bear a legend reading substantially as follows:
"These securities have not been registered under the
Securities Act of 1933, as amended. They may not be sold or
disposed of in the absence of a registration statement in effect
with respect thereto or an opinion of counsel satisfactory to the
Company that such transaction will not be in violation of
applicable securities laws."
The transferability of the IAN Holdings Shares will be subject to the
applicable laws of the Cayman Islands, as well as any applicable laws of the
United States.
3. Representations and Warranties.
3.1 Representations and Warranties of Seller. Xxxxxx and
Xxxxxx, jointly and severally, represent and warrant to Buyer the following:
a. Organization, Corporate Power and Good Standing of IAN
Holdings. IAN Holdings is a corporation duly organized, validly
existing and in good standing under the laws of the Cayman
Islands and has the corporate power and authority to carry on
its business as now conducted and to own or lease its properties
and other assets as now owned or leased.
b. Capital Structure and Title to Shares. The IAN
Holdings Shares constitute all of the currently issued and
outstanding shares of IAN Holdings. All of the IAN Holdings
Shares are validly issued, fully paid for and non-assessable.
No other securities of IAN Holdings are outstanding, and there
are no outstanding agreements, rights or options pursuant to
which IAN Holdings may be required to issue any other
securities. At the Closing, good and marketable title to the
IAN Holdings Shares will be transferred to Buyer, free and clear
of all liens, claims and encumbrances.
c. Subsidiaries; Assets and Liabilities. IAN Holdings is
the owner of all outstanding shares of Xxxxxx, and such shares
constitute substantially all of the assets of IAN Holdings.
Xxxxxx is the beneficiary of the PELs, and such licenses
constitute substantially all of the assets of Xxxxxx. The XXXx
are held by Xxxxxx subject to a three percent (3%) overriding
royalty interest that has been granted to Sellers or their
affiliated entities, and such overriding royalty payment
obligations will survive any transfer of the IAN Holdings Shares
to Xxxxx Oil. Neither IAN Holdings nor Xxxxxx currently
conducts any active business. Each is a holding company,
holding the assets referenced above. Neither IAN Holdings nor
Xxxxxx has any material obligations or liabilities other than
those referenced in the PELs, the previously granted overriding
royalty interest with respect thereto, or as otherwise disclosed
by Sellers to Buyer.
d. Access to Information. Sellers have had access to all
information respecting Xxxxx Oil and its business as they have
requested, and are aware of Xxxxx Oil's business affairs and
financial condition. They have acquired sufficient information
about Xxxxx Oil to reach an informed and knowledgeable decision
to acquire the Xxxxx Shares in exchange for the IAN Holdings
Shares. Sellers have made their own determination as to the
relative values of the IAN Holdings Shares and the Xxxxx Shares.
3.2 Representations and Warranties of Xxxxx Oil. Xxxxx Oil
represents and warrants to Sellers the following:
a. Organization, Corporate Power and Good Standing of Xxxxx
Oil. Xxxxx Oil is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Utah and has the corporate power and authority to carry on its
business as now conducted and to own or lease its properties and
other assets as now owned or leased.
b. Authority. Xxxxx Oil has all requisite corporate power and
authority to enter into this Agreement and to perform its
obligations hereunder, and to consummate the transactions
contemplated herein. The execution and delivery of this
Agreement and the consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate
action on the part of Xxxxx Oil. This Agreement has been duly
executed and delivered by Xxxxx Oil and constitutes a valid and
binding obligation of Xxxxx Oil, enforceable in accordance with
its terms.
c. Title to Shares. Upon the Closing, the Xxxxx Shares will
be duly issued, fully paid for and non-assessable, and Sellers
will have good and marketable title with respect thereto, free
and clear of all liens, claims and encumbrances.
d. Access to Information. Buyer has had access to all
information respecting IAN Holdings and Xxxxxx and their
respective businesses, and regarding the PELs, as Buyer has
requested, and Buyer is aware of the business affairs and
financial condition of IAN Holdings and Xxxxxx. Buyer has
acquired sufficient information about IAN Holdings and Xxxxxx to
reach an informed and knowledgeable decision to acquire the IAN
Holdings Shares in exchange for the Xxxxx Shares. Buyer has
made its own determination as to the relative values of the IAN
Holdings Shares and the Xxxxx Shares.
4. Obligations of the Parties. The parties hereto agree to take
such actions and to execute such documents or instruments as may be reasonably
requested by any party to facilitate the consummation of the transactions
contemplated herein.
5. Miscellaneous and General.
5.1 Fees and Expenses. Each party shall pay all fees and
expenses that it incurs in connection with this Agreement and the transactions
contemplated herein, including, without limitation, all professional and other
fees.
5.2 No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any person other than the parties to this
Agreement and their respective successors and assigns.
5.3 Governing Law. This Agreement shall be governed by the
laws of the State of Utah (regardless of the laws that might be applicable
under principles of conflicts of law) as to all matters, including, without
limitation, matters of validity, construction, effect and performance.
5.4 Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties with respect to the transactions
contemplated herein and supersedes all prior written or oral commitment,
arrangements or understandings with respect to such matters.
5.5 Attorneys' Fees. In the event that any action or
proceeding, including, without limitation, arbitration, is commenced by any
party for the purpose of enforcing any provision of this Agreement, the
prevailing party or parties to such action, proceeding or arbitration shall be
entitled to recover, as part of any award, judgment or other resolution of
such action, proceeding or arbitration, their related reasonable attorneys'
fees and expenses.
5.6 Severability. If any one or more of the provisions of this
Agreement are held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected. To the extent permitted by applicable laws, each party
waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.
5.7 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and each of which shall be deemed an original.
5.8 Headings. The Section and Subsection headings herein are
for convenience or reference only, do not constitute a part of this Agreement
and shall not limit or otherwise affect any of the Agreement's provisions.
5.9 Successors and Assigns. This Agreement shall be binding
upon the parties hereto and their respective successors and assigns and shall
inure to the benefit of the parties to this Agreement. Notwithstanding the
foregoing, no party to this Agreement shall have any right to assign any of
its rights or obligations hereunder to any other person.
IN WITNESS WHEREOF, each of the parties below have caused this Stock
Purchase and Sale Agreement to be duly executed as of the day and year first
above written.
XXXXX OIL COMPANY, INC., a Utah
corporation
By:/s/ Xxxx X. Xxxxxx
President
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX, by and through his
attorney-in-fact, Xxxx X. Xxxxxx
