EXHIBIT 10.17
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into this 2nd
day of April 1999, by and between ARXA International Energy, Inc., ("Company")
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and Xxxxxxxxx Energy,
Inc., ("Purchaser") 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. Purchase and Sale of Shares. On the terms and subject to the conditions
hereof, the Company agrees to issue and sell 6,000,000 shares of its common
stock to Purchaser at $0.20 per share or a total of $1,200,000, and
Purchaser agrees at the closing to purchase 6,000,000 shares for $0.20 per
share or pay a total consideration of $1,200,000. The common stock being
purchased by Purchaser shall be free and clear of all liens, claims,
encumbrances, and restrictions.
2. Option to Purchase. Shares Company, subject to consummation of the purchase
by Purchaser of 6,000,000 shares of common stock as provided in paragraph
(1), hereby grants to Purchaser an option to acquire for cash 15,000,000
shares of common stock at a purchase price of $0.20 per share. This option
may be exercised in whole or in part, at any time and from time to time, by
Purchaser during a period of 180 days from date of this Agreement.
3. Purchaser is the owner of oil and gas properties in the States of
Mississippi and Texas. Purchaser shall have the right and option to roll in
and sell oil and gas properties to Company for common stock in Company. The
value to be attributed to the oil and gas properties, both producing and
non-producing and exploratory properties for a value determined by
independent oil and gas experts, mutually acceptable to Company and
Purchaser.
4. Representations and Warranties of the Company. The Company hereby represents
and warrants to the purchaser as follows:
(a) The Company is a validly existing corporation in good standing under the
laws of the State of Delaware. The Company has all requisite corporate
power and authority to own its properties and to conduct its business as
presently being conducted by it. The Company has not qualified to do
business as a foreign corporation in any other jurisdiction, except for
the State of Texas.
(b) Capitalization. The authorized capital stock of the Company consists of
(i) 100,000,000 shares of common stock, of which 5,231,922 shares are
issued and outstanding as of the date of execution hereof, and (ii)
2,000,000 of preferred stock par value $1.00 per share of the Company,
none of which are outstanding as of the date of execution. All of the
shares have been dully authorized and upon full payment therefor
pursuant to paragraph (1) will be validly issued, fully paid and non-
assessable. There are no options, warrants, calls,
conversions or any other rights, or any agreements or commitments of any
nature which obligate the Company to issue any additional shares of
common stock or any securities convertible into, or exchangeable for any
such shares of capital stock and no authorization therefor has been
given other than the options granted in this Agreement, except as shown
in Form 10-KSB filed with the Securities and Exchange Commission for the
fiscal year ending October 31, 1998. During the period from the date of
execution hereof until expiration of the options granted in this
Agreement, the Company will not issue, sell, or agree to issue, or sell
any authorized and unissued shares of its common and preferred stock.
(c) Authority. The Company 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 Purchaser, and the binding effect upon it, this
Agreement is legal, valid and binding upon the Company and is
enforceable against the Company in accordance with the terms.
(d) Litigation. There are no legal proceedings pending or, to the knowledge
of the Company, threatened against the Company, which, if adversely
determined, could in any respect, prevent or impair the ability of the
Company to perform its obligations under this Agreement.
5. Covenants of Purchaser. Purchaser hereby covenants to the Company as
follows:
(a) It is the intention of Purchaser to continue the present business
operations of the Company and to initiate and pursue operations by the
Company in oil and gas development. Purchaser will continue with the
present management of L. Xxxxx Xxxx, President and Xxxxxx X. XxXxxxx,
Vice President.
(b) Purchaser shall cause the Company to do all things necessary to
maintain, preserve, and renew the corporate existence of the Company in
all material, licenses, authorizations and permits now or hereafter
necessary to conduct the Company's business.
6. Closing. Provided that all terms and conditions hereof have been satisfied
or satisfaction thereof has been waived by the party entitled to require
satisfaction thereof, the purchase and sale of the shares of common stock
shall take place at the offices of the Company, at 000 Xxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 no later than 2:00 p.m. on May 1, 1999
unless otherwise agreed by the parties.
7. 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.
8. 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 Texas. This Agreement
constitutes the entire agreement between parties and there are no
agreements, understandings, restrictions, warranties, or representations
between the parties other than those not set forth herein. 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.
ARXA International Energy, Inc.
By: /s/ L. Xxxxx Xxxx 4/2/99
------------------------- ------
President Date
Xxxxxxxxx Energy, Inc.
By: /s/ Xxxxxx X. Xxxxxx 4/2/99
------------------------- ------
President Date
