STOCK PURCHASE AGREEMENT
EXHIBIT XVII
This STOCK PURCHASE AGREEMENT, dated as of October 3, 2006 (this “Agreement”), is by and among Xxxxxxxx XX, L.P., a Delaware limited partnership (“Wexford”), Xxxxxx Xxxxx, (“Xxxxx” and together with Wexford, the “Sellers” and each individually a “Seller”), and Xxxxxxx X. Xxxxxxx ( “Buyer” and together with Sellers the “Parties”).
RECITALS
X. Xxxxx desires to sell 8,798 shares of Common Stock, par value $0.01 and Wexford desires to sell 265,890 shares of Common Stock, par value $0.01 (collectively, the “Shares”), of Geokinetics Inc., a Delaware corporation (the “Company”) to Buyers.
B. Buyer desires to purchase the Shares from Sellers.
C. The Parties desire to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:
SECTION 1. Sale of the Shares.
1.1. Sale. Subject to the terms and conditions set forth in this Agreement, Sellers hereby sell, assign, transfer and convey to Buyer and Buyer acquires and purchases from Sellers, all right, title and interest of Sellers, in and to the Shares, in such proportions as set forth on Schedule 1.1, in exchange for an aggregate amount $466,969.60 ($1.70 per share) paid to Sellers via wire transfer in such proportions as set forth on Schedule 1.1, on the date hereof pursuant to Sellers’ wire instructions previously submitted to Buyer.
1.2. Delivery of Certificates. Concurrently herewith, Sellers are delivering to Buyer the stock certificates representing the Shares, together with duly endorsed stock powers (and if requested, with signature guarantees) in the form attached hereto as Exhibit A.
SECTION 2. Representations and Warranties of Sellers. Each Seller individually hereby represents and warrants:
2.1. Organization and Valid Existence. To the extent Seller is not a natural person, Seller is duly formed and validly existing under the laws of the state of its formation with full right, power and authority to execute, deliver and perform this Agreement.
2.2. Authorization. The execution, delivery, and performance of this Agreement are within Seller’s powers and (to the extent Seller is not a natural person) has been duly authorized by all requisite action. This Agreement has been duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by Buyers and the other Seller) this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
2.3. No Conflict. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, shall: (a) to the extent Seller is not a natural person, conflict with or violate any provision of Seller’s organizational documents; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which Seller is bound; (c) conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which Seller is subject; or (d) require Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including without limitation, any governmental entity.
2.4. Seller’s Title to the Shares. Seller is the sole and exclusive record and beneficial owner of those Shares attributed to Seller on Schedule 1.1 free and clear of any and all liens or other encumbrances of any type.
2.5. Non-Reliance. Buyer may be, and Seller is proceeding on the assumption that Buyer is, in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the “Information”) which is not or may not be known to Seller and that Buyer has not disclosed to Sellers; (ii) Seller is voluntarily assuming all risks associated with the sale of the Shares to Buyer and expressly warrants and represents that (x) Buyer has not made, and Seller disclaims the existence of or its reliance on, any representation by Buyer concerning the Company or the Shares (other than those expressly set forth herein) and (y) it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the sale of the Shares, and therefore has no claims against Buyer with respect thereto; (iii) if any such claim may exist, Seller, recognizing its disclaimer of reliance and Buyer’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against Buyer or any of their respective officers, directors, shareholders, partners, representatives, agents or affiliates; and (iv) Buyer shall have no liability, and Seller waives and releases any claim that it might have against Buyer or its respective officers, directors, shareholders, partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on Buyer’s knowledge, possession or nondisclosure to Seller of the Information.
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SECTION 3. Representations and Warranties of Buyers. Buyer hereby represents and warrants:
3.1. Due Execution; Validity of Agreement. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by Sellers) this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
3.2. No Conflict. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, shall: (a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which Buyer is bound; (b) conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which Buyer is subject; or (c) require Buyer to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including without limitation, any governmental entity.
3.3. Investment Intent. Buyer is acquiring the Shares for investment and not with a view toward any distribution thereof. Buyer will not sell or otherwise transfer the Shares except in compliance with all applicable federal and state securities laws.
SECTION 4. Survival. Each of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the consummation of the transactions contemplated hereby.
SECTION 5. Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), shall be governed by and construed in accordance with the internal laws of the State of New York. Any action against any Party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action.
SECTION 6. Entire Agreement. This Agreement constitutes the full and entire agreement among the Parties with regard to the subject hereof, and supersedes all prior negotiations, representations, promises or warranties (oral or otherwise) made by
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any Party with respect to the subject matter hereof. No Party has entered into this Agreement in reliance upon any other Party’s prior representation, promise or warranty (oral or otherwise) except for those that may be expressly set forth in this Agreement.
SECTION 7. Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless it shall be in writing and signed by each of the Parties.
SECTION 8. Third Party Beneficiaries. Nothing in this Agreement, express or implied, shall give to any person other than the parties hereto any benefit or any legal or equitable right, remedy or claim under this Agreement.
SECTION 9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all of the Parties need not sign the same counterpart. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided that receipt of copies of such counterparts is confirmed.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.
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SELLERS: |
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XXXXXXXX XX, L.P. |
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By: Xxxxxxxx XX GP, LLC, its general partner |
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By: |
/s/ XXXXXX XXXXX |
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Name: Xxxxxx Xxxxx |
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Title: Vice President |
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/s/ XXXXXX XXXXX |
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Xxxxxx Xxxxx |
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BUYER: |
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/s/ XXXXXXX X. XXXXXXX |
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Xxxxxxx X. Xxxxxxx |
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Schedule 1.1
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Wexford’s Sale |
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Buyer |
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Number of Shares |
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Purchase Price |
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Xxxxxxx X. Xxxxxxx |
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265,890 |
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$ |
452,013.00 |
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Xxxxx’x Sales |
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Buyer |
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Number of Shares |
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Purchase Price |
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Xxxxxxx X. Xxxxxxx |
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8,798 |
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$ |
14,956.60 |
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Totals: |
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274,688 |
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$ |
466,969.60 |
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EXHIBIT A
STOCK POWER
STOCK TRANSFER POWER
FOR VALUE RECEIVED, does hereby sell, assign and transfer unto , a Delaware limited partnership, shares of Common Stock, par value $0.01, of Geokinetics Inc. (the “Corporation”), a Delaware corporation, registered in the name of and represented by Certificate No. [ ] attached hereto, and does hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.
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Date: |
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[Seller] |
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