EXHIBIT 10.21
IRREVOCABLE STOCK PROXY AGREEMENT
This Irrevocable Stock Proxy Agreement ("Agreement") is made and entered into
this 5th day of May, 1999 by and between Phoenix Energy Group Inc., a Texas
Corporation ("Phoenix"), 000 Xxxxx Xxxxx Xxxxx, Xxxxx 0 1 0, Xxxxxxx, Xxxxx
00000 and Xxxxxx X. Xxxxxx, ("Xxxxxx") 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxxxx 00000.
That for and in consideration of the premises and the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:
1. Phoenix hereby represents and warrants to Xxxxxx as follows:
(a) Phoenix is a valid existing corporation in good standing under the
laws of the State of Texas. Phoenix has all requisite corporate
power and authority to own its properties and to conduct its
business as presently being conducted by it.
(b) Phoenix has full right, power and authority to enter into this
Agreement and to perform its obligations hereunder, and has duly
executed this Agreement. Assuming the due authorization, execution
and delivery hereof by Xxxxxx, and the binding effect upon him, this
Agreement is legal, valid and binding upon Phoenix and is
enforceable against Phoenix in accordance with the terms.
(c) Phoenix is the owner of 2,557,262 shares of common stock in ARXA
International Energy Inc. which is free and clear from any liens or
encumbrances.
(d) There are no legal proceedings pending or, to the knowledge of
Phoenix, threatened against Phoenix, which, if adversely determined,
could in any respect, prevent or impair the ability of Phoenix to
perform its obligations under this Agreement.
2. Phoenix hereby grants, bargains, sells and conveys to Xxxxxx an
exclusive and irrevocable proxy to vote all of the common stock of ARXA
International Energy Inc. consisting of 2,557,262 shares of common stock
for a period of one year from date of this Agreement.
3. Phoenix hereby agrees that it will not exercise its right to vote its
common stock or any other rights as a common stock owner in ARXA
International Energy Inc. for a period of one year from date of this
Agreement.
4. In the event that the shares of Phoenix in ARXA International Energy
Inc. are registered with the Security Exchange Commission of the United
States of America and are subsequently sold by Phoenix then this
Agreement within thirty (30) days from date of the sale will be null and
void and will terminate.
5. This Agreement contains the entire agreement between the parties, and
any agreement hereinafter made shall be ineffective to change, modify,
discharge or in effect and abandonment of it in full or in part unless
such agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is
sought.
6. The terms of this Agreement shall be binding upon and inure to the
benefit of and shall be enforceable by, the successors and assigns of
the parties hereto. This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi. This Agreement
constitutes the entire agreement between parties and there are no
agreements, understandings, restrictions, warranties, or representations
between the parties other than these set forth therein. In the event any
one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality, unenforceability shall not effect the
remaining provisions of this Agreement and the Agreement shall be
construed as if such invalid, illegal, and unenforceable provision or
provisions had never been sustained herein.
EXECUTED AND DELIVERED the day and year first above written.
Phoenix Energy Group, Inc.
By: /s/ L. Xxxxx Xxxx
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L. Xxxxx Xxxx, President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
