STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of December
19, 2002, by and between the sellers set forth below (each a "Seller") and the
buyers set forth below (each, a "Buyer").
Sellers: Xx. X. X. Xxxxxx ("Xx. Xxxxxx");
X. X. Xxxxxx, Trustee of the X. X. Xxxxxx Trust dated
September 10, 1980, as amended (the "X. X. Xxxxxx
Trust"); and
Eagle Investments, Inc., a Michigan corporation
("Eagle").
Buyers: Xxxxx X. Xxxxxx, Trustee of the Xxxxx X. Xxxxxx Trust
dated February 20, 1989, as amended (the "Xxxxx Xxxxxx
Trust"); and
Xxxxxx X. Xxxxxx, Trustee of the Xxxxxx X. Xxxxxx
Trust dated July 14, 1989, as amended (the "Xxxxxx
Xxxxxx Trust").
Sellers desire to sell to Buyers, and Buyers desire to purchase from
Sellers, an aggregate total of 255,099 shares (the "Shares") of common stock,
$0.01 par value per share, of Xxxxxx Exploration Company, a Delaware corporation
("Xxxxxx Exploration").
ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Agreement to Sell and Purchase Shares. Sellers agree to sell the
Shares to Buyers, and Buyers agree to purchase the Shares from Seller, for a
purchase price of One Dollar and Thirteen Cents ($1.13) per Share (the "Purchase
Price"), as more fully set forth below:
Sellers: Xx. Xxxxxx will sell 12,257 Shares, for an aggregate
Purchase Price of $13,850.41;
The X. X. Xxxxxx Trust will sell 31,236 Shares, for an
aggregate Purchase Price of $35,296.68; and
Eagle will sell 211,606 Shares, for an aggregate
Purchase Price of $239,114.78.
Buyers: The Xxxxx Xxxxxx Trust will purchase 127,549 Shares,
for an aggregate Purchase Price of $144,130.37. Of
this amount, (i) $13,850.41 shall be paid to Xx.
Xxxxxx (for 12,257 Shares), (ii) $35,296.68 shall be
paid to the X. X. Xxxxxx Trust (for 31,236 Shares) and
(iii) $94,983.28 shall be paid to Eagle (for 84,056
Shares); and
The Xxxxxx Xxxxxx Trust will purchase 127,550 Shares,
for an aggregate Purchase Price of $144,131.50, all of
which shall be paid to Eagle.
2. Representations and Warranties of Sellers. Each Seller represents and
warrants to the Buyer or Buyers, as applicable, to whom it is selling Shares, as
follows:
(a) Ownership. Each Seller owns and has valid title to the Shares that
it is selling to a Buyer or Buyers, as applicable, free and clear of all
transfer restrictions, claims, liens, pledges, encumbrances, options or other
restrictions of any nature whatsoever ("Encumbrances"). At the closing, each
Seller shall deliver to a Buyer or Buyers, as applicable, complete title to all
of such Seller's interest in all of the Shares being sold to such Buyer or
Buyers, free and clear of all Encumbrances.
(b) Authorization and Enforceability; No Conflict. Each Seller has the
full capacity, power and authority to enter into this Agreement and to carry out
the transactions and agreements contemplated hereby. This Agreement is binding
upon each Seller and is enforceable against each Seller in accordance with its
terms. The execution and delivery of this Agreement by each Seller and the sale
of the Shares pursuant hereto will not conflict with, or result in a breach of
or a default under any agreement or instrument to which any Seller is a party or
by which any Seller is bound, or violate any law, rule or regulation of any
governmental entity or any order or decree of any court or governmental entity
to which any Seller is subject or by which any Seller is bound.
3. Representations and Warranties of Buyer. Each Buyer represents and
warrants to the Seller or Sellers, as applicable, from whom it is purchasing
Shares, as follows:
(a) Authorization and Enforceability; No Conflict. Each Buyer has the
full capacity, power and authority to enter into this Agreement and to carry out
the transactions and agreements contemplated hereby. This Agreement is binding
upon each Buyer and is enforceable against each Buyer in accordance with its
terms. The execution and delivery of this Agreement by each Buyer and the
purchase of the Shares pursuant hereto will not conflict with, or result in a
breach of or a default under any agreement or instrument to which any Buyer is a
party or by which any Buyer is bound, or violate any law, rule or regulation of
any governmental entity or any order or decree of any court or governmental
entity to which any Buyer is subject or by which any Buyer is bound.
(b) Investment Intent. Each Buyer is purchasing the Shares for
investment purposes and not with a view to the sale or distribution of any part
or all thereof by public or private sale or other disposition. No Buyer has any
intention of selling, granting any participation in, or otherwise distributing
or disposing of any of the Shares.
(c) Restricted Stock. Each Buyer acknowledges, agrees and understands
that the Shares to be purchased by such Buyer are or may be considered
"restricted securities" within the meaning of the federal Securities Act of
1933, as amended (the "Securities Act"), Rule 144
2
under the Securities Act, and other applicable securities laws (collectively,
"Securities Laws"). Accordingly each Buyer acknowledges, agrees and understands
that the Shares must be held indefinitely unless they are subsequently
registered under the Securities Act and registered or qualified under any
applicable Securities Law or any other laws, or exemptions from such
registration and qualification requirements are available. Each Buyer
acknowledges, agrees and understands that no Seller (nor Xxxxxx Exploration) is
under any obligation to register the Shares under the Securities Act, to
register or qualify the Shares under any applicable Securities Law, or to in any
way assist any Buyer to comply with any exemption under any Securities Law or
other law. Each Buyer acknowledges, agrees and understands that all certificates
representing Shares may bear such legends as Xxxxxx Exploration may consider
necessary or advisable to facilitate compliance with the Securities Laws,
including without limitation legends stating setting forth the limitations on
dispositions imposed the Securities Laws.
(d) Knowledge of Buyer. Each Buyer has been furnished with such
information, financial and otherwise, concerning Xxxxxx Exploration's business
and financial condition as such Buyer has requested. Each Buyer acknowledges,
agrees and understands that no Seller makes any representations or warranties
other than those specifically set forth in Section 2 above. Without limiting the
generality of the foregoing, each Buyer acknowledges, agrees and understands
that no Seller makes any representations or warranties concerning Xxxxxx
Exploration or its assets, financial condition, earnings or future prospects.
4. Closing. The closing shall occur concurrently with the execution of
this Agreement, or at the place and time mutually agreed upon by the parties,
provided that the closing occurs on or before December 31, 2002. At the closing,
the parties will deliver the following documents and other items to the parties
indicated below; provided, however, that a Seller may comply with its
obligation(s) to deliver a stock power by demonstrating that a substantially
similar stock power has previously or concurrently been delivered to Xxxxxx
Exploration's stock transfer agent, along with instructions from Xxxxxx
Exploration as to the issuance of stock certificates to the Buyers:
Sellers: Xx. Xxxxxx will deliver to the Xxxxx Xxxxxx Trust Xxxxxx
Exploration stock certificate no. ME549, representing
12,257 Shares, together with a Stock Power in the form
of Exhibit A hereto duly endorsed for transfer to the
Xxxxx Xxxxxx Trust, sufficient to vest in the Xxxxx
Xxxxxx Trust lawful title to such Shares, free and clear
of all Encumbrances;
The X. X. Xxxxxx Trust will (i) deliver to the Xxxxx
Xxxxxx Trust Xxxxxx Exploration stock certificate no.
ME397, representing 5,104 Shares; Xxxxxx Exploration
stock certificate no. ME372, representing 4,902 Shares;
Xxxxxx Exploration stock certificate no. ME321,
representing 2,590 Shares; Xxxxxx Exploration stock
certificate no. ME270, representing 3,031 Shares; and
Xxxxxx Exploration stock certificate no. ME224,
representing 5,379 Shares, together with a Stock Power
in the form of Exhibit B
3
hereto duly endorsed for transfer to the Xxxxx Xxxxxx
Trust, sufficient to vest in the Xxxxx Xxxxxx Trust
lawful title to such 21,006 Shares, free and clear of
all Encumbrances and (ii) execute and deliver to the
Xxxxx Xxxxxx Trust such documents and other instruments,
including without limitation an assignment in the form
of Exhibit C hereto, and take such other actions, as may
be necessary to transfer to the Xxxxx Xxxxxx Trust all
of its right, title and interest in and to (A) the 7,680
Shares currently held in the X. X. Xxxxxx Trust's
brokerage account with X.X. Xxxxxxx and (B) the 2,550
Shares currently held in the X. X. Xxxxxx Trust's
brokerage account with Xxxxxxx Xxxxx.
Eagle will (i) deliver to the Xxxxx Xxxxxx Trust and the
Xxxxxx Xxxxxx Trust Xxxxxx Exploration stock certificate
no. ME509, representing 185,186 Shares, together with a
Stock Power in the form of Exhibit D hereto duly
endorsed for transfer of 84,056 of such Shares to the
Xxxxx Xxxxxx Trust and 101,130 of such Shares to the
Xxxxxx Xxxxxx Trust, sufficient to vest in the Xxxxx
Xxxxxx Trust lawful title to 84,056 of such Shares and
in the Xxxxxx Xxxxxx Trust lawful title to 101,130 of
such Shares, free and clear of all Encumbrances and (ii)
deliver to the Xxxxxx Xxxxxx Trust Xxxxxx Exploration
stock certificate no. ME025, representing 26,420 Shares,
together with a Stock Power in the form of Exhibit E
hereto duly endorsed for transfer to the Xxxxxx Xxxxxx
Trust, sufficient to vest in the Xxxxxx Xxxxxx Trust
lawful title to such Shares, free and clear of all
Encumbrances.
Buyers: The Xxxxx Xxxxxx Trust will (i) deliver to Xx. Xxxxxx
the sum of $13,850.41, in immediately available funds,
(ii) deliver to the X. X. Xxxxxx Trust the sum of
$35,296.68, in immediately available funds, and (ii)
deliver to Eagle the sum of $94,983.28, in immediately
available funds; and
The Xxxxxx Xxxxxx Trust will deliver to Eagle the sum of
$144,131.50, in immediately available funds.
5. Miscellaneous. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, whether express or implied, oral
or written. This Agreement may not be modified or amended except by a writing
executed by the parties hereto. This Agreement may be executed in several
counterparts, each of which shall be deemed an original. This Agreement shall be
governed by and construed in accordance with the laws of the State of Michigan
as applicable to contracts made and to be performed in the State of Michigan.
Any provision, or clause thereof, of this Agreement that shall be found to be
contrary to Michigan law or otherwise unenforceable shall not affect the
remaining terms of this Agreement, which shall be construed
4
as if the unenforceable provision, or clause thereof, were absent from this
Agreement. All references in this Agreement to the number of Shares represented
by a Xxxxxx Exploration stock certificate are understood to mean the number of
Shares represented by such certificate after giving effect to Xxxxxx
Exploration's one-for-ten reverse stock split that became effective on or about
October 11, 2002.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ X.X. Xxxxxx
------------------------------------
X. X. XXXXXX
THE X.X. XXXXXX TRUST DATED
SEPTEMBER 10, 1980, AS AMENDED
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx, Trustee
EAGLE INVESTMENTS, INC.
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx
Its: President
THE XXXXX X. XXXXXX TRUST DATED
FEBRUARY 20, 1989, AS AMENDED
/s/ Xxxxx X. Xxxxxx
------------------------------------
By: Xxxxx X. Xxxxxx, Trustee
THE XXXXXX X. XXXXXX TRUST DATED
JULY 14, 1989, AS AMENDED
/s/ Xxxxxx X. Xxxxxx
------------------------------------
By: Xxxxxx X. Xxxxxx, Trustee
5
EXHIBIT A
STOCK POWER
FOR VALUE RECIEVED, the undersigned, X. X. XXXXXX ("Assignor"), hereby
sells, assigns and transfers to XXXXX X. XXXXXX, TRUSTEE OF THE XXXXX X. XXXXXX
TRUST DATED FEBRUARY 20, 1989, AS AMENDED, twelve thousand two hundred and
fifty-seven (12,257) shares of Common Stock of Xxxxxx Exploration Company, a
Delaware corporation (the "Company"), owned by Assignor, standing in Assignor's
name on the books of the Company, represented by certificate number ME549.
Assignor hereby appoints and constitutes Xxxxx X. Xxxxxx or her
designee as Assignor's true and lawful attorney to transfer said stock on the
books of the Company with full power of substitution in the premises.
Signed as of December 19, 2002.
/s/ X.X. Xxxxxx
------------------------------------
X. X. XXXXXX
A-1
EXHIBIT B
STOCK POWER
FOR VALUE RECIEVED, the undersigned, X. X. XXXXXX, TRUSTEE OF THE X.
X. XXXXXX TRUST DATED SEPTEMBER 10, 1980, AS AMENDED ("Assignor"), hereby sells,
assigns and transfers to XXXXX X. XXXXXX, TRUSTEE OF THE XXXXX X. XXXXXX TRUST
FEBRUARY 20, 1989, AS AMENDED, twenty-one thousand and six (21,006) shares of
Common Stock of Xxxxxx Exploration Company, a Delaware corporation (the
"Company"), owned by Assignor, standing in Assignor's name on the books of the
Company, represented by certificate numbers ME397, ME372, ME321, ME270 and
ME224.
Assignor hereby appoints and constitutes Xxxxx X. Xxxxxx or her
designee as Assignor's true and lawful attorney to transfer said stock on the
books of the Company with full power of substitution in the premises.
Signed as of December 19, 2002.
THE X. X. XXXXXX TRUST DATED
SEPTEMBER 10, 1980, AS AMENDED
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx, Trustee
B-1
EXHIBIT C
ASSIGNMENT
FOR VALUE RECIEVED, the undersigned, X. X. XXXXXX, TRUSTEE OF THE X.
X. XXXXXX TRUST DATED SEPTEMBER 10, 1980, AS AMENDED ("Assignor"), hereby sells,
assigns and transfers to XXXXX X. XXXXXX, TRUSTEE OF THE XXXXX X. XXXXXX TRUST
FEBRUARY 20, 1989, AS AMENDED (the "Assignee"), (1) seven thousand six hundred
and eighty (7,680) shares of Common Stock of Xxxxxx Exploration Company, a
Delaware corporation (the "Company"), owned by Assignor, and held in Assignor's
account no. 000-000000-000 with X.X. Xxxxxxx & Sons, and (2) two thousand five
hundred and fifty (2,550) shares of Common Stock of the Company owned by
Assignor, and held in Assignor's account no. 00000000 with Xxxxxxx Xxxxx
Financial Services, Inc. Assignor shall execute and deliver to the Assignee such
documents and other instruments, and take such other actions, as may be
necessary to transfer to the Assignee all of its right, title and interest in
and to the aforementioned shares.
Signed as of December 19, 2002.
THE X. X. XXXXXX TRUST DATED
SEPTEMBER 10, 1980, AS AMENDED
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx, Trustee
C-1
EXHIBIT D
STOCK POWER
FOR VALUE RECIEVED, the undersigned, EAGLE INVESTMENTS, INC., a
Michigan corporation ("Assignor"), hereby (1) sells, assigns and transfers to
XXXXX X. XXXXXX, TRUSTEE OF THE XXXXX X. XXXXXX TRUST FEBRUARY 20, 1989, AS
AMENDED, eighty-four thousand and fifty-six (84,056) shares of Common Stock of
Xxxxxx Exploration Company, a Delaware corporation (the "Company"), owned by
Assignor, standing in Assignor's name on the books of the Company, represented
by certificate number ME509 and (2) sells, assigns and transfers to XXXXXX X.
XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX TRUST JULY 14, 1989, AS AMENDED, one
hundred and one thousand one hundred and thirty (101,130) shares of Common Stock
of the Company owned by Assignor, standing in Assignor's name on the books of
the Company, represented by certificate number ME509.
Assignor hereby appoints and constitutes Xxxxx X. Xxxxxx and Xxxxxx X.
Xxxxxx, or either of them, as Assignor's true and lawful attorney to transfer
said stock on the books of the Company with full power of substitution in the
premises.
Signed as of December 19, 2002.
EAGLE INVESTMENTS, INC.
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx
Its: President
D-1
EXHIBIT E
STOCK POWER
FOR VALUE RECIEVED, the undersigned, EAGLE INVESTMENTS, INC., a
Michigan corporation ("Assignor"), hereby sells, assigns and transfers to XXXXXX
X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX TRUST JULY 14, 1989, AS AMENDED,
twenty-six thousand four hundred and twenty (26,420) shares of Common Stock of
Xxxxxx Exploration Company, a Delaware corporation (the "Company"), owned by
Assignor, standing in Assignor's name on the books of the Company, represented
by certificate number ME025.
Assignor hereby appoints and constitutes Xxxxxx X. Xxxxxx or her
designee as Assignor's true and lawful attorney to transfer said stock on the
books of the Company with full power of substitution in the premises.
Signed as of December 19, 2002.
EAGLE INVESTMENTS, INC.
/s/ X.X. Xxxxxx
------------------------------------
By: X. X. Xxxxxx
Its: President
E-1
