EXHIBIT 10.1
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
by and among
PANGEA PETROLEUM CORP.
a Colorado Corporation
And Certain Shareholders of Pangea Petroleum Corp.
and
MASS ENERGY, INC.
a Texas Corporation
And its Sole Shareholder
effective as of September 15, 2000
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into
this 15th day of September, 2000, by and among Pangea Petroleum Corp., a
Colorado corporation with its principal place of business located at 0000 Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 ("Pangea") and the individuals listed on
Exhibit "A" attached hereto and specifically incorporated herein by this
reference (the "Pangea Shareholders"), Mass Energy, Inc., a Texas Corporation
with its principal place of business at 0000 XX Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 ("Mass") and the individuals listed on Exhibit "B" attached hereto
and specifically incorporated herein by this reference (the "Mass
Shareholders"), (Mass and Mass Shareholders jointly referred to as the "Mass
Parties")
Premises
A. This Agreement provides for the acquisition of Mass by Pangea whereby
Mass shall become a wholly owned subsidiary of Pangea in consideration of the
issuance of 2,000,000 ($ 0.001 par value per share) shares of restricted
common stock of Pangea (the "Transaction Shares") to the Mass Shareholders as
designated on Exhibit "A". Within 20 working days following the Closing of this
transaction, Pangea shall file an S-4 Registration Statement with the Securities
and Exchange Commission to, among other things, register the Pangea shares
transferred in this Agreement.
B. The boards of directors of Mass and Pangea have determined, subject to
the terms and conditions set forth in this Agreement, that the transaction
contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed acquisition.
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
PANGEA AND PANGEA SHAREHOLDERS
As an inducement to and to obtain the reliance of Mass, Pangea and the
Pangea Shareholders jointly and severally represent and warrant as follows:
Section 1.1 Organization. Pangea is a corporation duly organized, validly
existing, and in good standing under the laws of Colorado and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do
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business as a foreign corporation in the jurisdiction in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Schedule 1.1 sets forth complete and correct copies
of the articles of incorporation, bylaws and amendments thereto of Pangea as in
effect on the date hereof. The execution and delivery of this Agreement does not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of Pangea's
articles of incorporation or bylaws. Pangea has full power, authority and legal
right and has taken all action required by law, its articles of incorporation,
its bylaws or otherwise to authorize the execution and delivery of this
Agreement and the issuance of the Transaction Shares.
Section 1.2 Capitalization. The authorized capitalization of Pangea
consists of 50,000,000 Common Shares, $0.001 par value per share, and 10,000,000
Preferred Shares, $0.001 par value per share. As of the date hereof, Pangea has
25,999,578 shares of common shares issued and outstanding. Pangea is presently a
public company listed on the OTC Electronic Bulletin Board. As of the date
hereof, no shares of Preferred Stock are issued or outstanding. In addition, the
Pangea has executed a Strategic Alliance Agreement and other documents relating
thereto with Paradigm Advanced Technologies, Inc. ("Paradigm") whereby the
Paradigm has agreed to issue 7,500,000 of its common shares to WorldLink USA,
LLC, a Nevada limited liability company jointly owned and controlled by Paradigm
and Pangea ("WL Nevada"). All issued and outstanding shares are, and upon
issuance the Transaction Shares shall be, legally issued, fully paid and
nonassessable and are not issued in violation
of the preemptive or other rights of any person. Pangea has no other securities,
warrants or options authorized or issued except as set forth in Section 1.4
below.
Section 1.3 Subsidiaries and Predecessor Corporations. Except for Pangea
Services, Inc., a Texas
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corporation which is a wholly-owned subsidiary of Pangea, and Mass, which will
become a wholly-owned subsidiary of Pangea upon Closing, Pangea does not have
any other subsidiaries and does not own, beneficially or of record, any shares
of any other corporation. Pangea owns all of the issued and outstanding Class A
equity interest in WL Nevada, representing one-half of the aggregate equity
ownership of WL Nevada. Paradigm owns all of the issued and outstanding Class B
equity interest in WL Nevada, representing one-half of the aggregate equity
ownership of WL Nevada.
Section 1.4 Options and Warrants. There are no existing options, warrants,
calls or commitments of any character to which Pangea is a party and by which it
is bound except that:
(a) Paradigm has an outstanding warrant to issue to WL Nevada
12,500,000 shares of Paradigm for a purchase price of $1.00 per share
exercisable in whole or in part on or before ten years from September 7, 2000,
provided that the Warrants can not be exercised in whole or in part without the
written consent of Paradigm for a period of one year from September 7, 2000.
(b) Pangea has an outstanding warrant to issue to WL Nevada 12,500,000
Pangea common shares for a purchase price of $1.00 per share exercisable in
whole or in part on or before ten years from September 7, 2000, provided that
the Warrants can not be exercised in whole or in part without the written
consent of Pangea for a period of one year from September 7, 2000.
(c) Pangea has outstanding warrants to issue as employee salaries and
bonuses approximately 1.5 million shares of Pangea's common capital stock upon
payment of an exercise price ranging from five cents per share to one dollar per
share.
(d) Pangea has additional outstanding warrants
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to issue to other investors fewer than 300,000 shares of its common capital
stock upon payment of an exercise price of two dollars per share.
Section 1.5 Litigation and Proceedings. To the best of Pangea's knowledge
and belief, there are no actions, suits, proceedings or investigations pending
or threatened by or against Pangea, affecting Pangea or its properties, at law
or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial condition or
income of Pangea. Pangea does not have any knowledge of any default on its part
with respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or instrumentality or
of any circumstances which, after reasonable investigation, would result in the
discovery of such a default.
Section 1.6 Material Contract Defaults. To the best of Pangea's knowledge
and belief, Pangea is not in default in any material respect under the terms of
any outstanding contract, agreement, lease or other commitment which is material
to the business, operations, properties, assets or condition of Pangea, and
there is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which Pangea has not taken
adequate steps to prevent such a default from occurring.
Section 1.7 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Pangea is a
party or to which any of its properties or operations are subject.
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Section 1.8 Governmental Authorizations. To the best of Pangea's knowledge,
Pangea has all licenses, franchises, permits or other governmental
authorizations legally required to enable Pangea to conduct its business in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Pangea of this Agreement and the consummation of
Pangea of the transactions contemplated hereby.
Section 1.9 Tax Matters; Books & Records
(a) The books and records, financial and others, of Pangea are in all material
respects complete and correct and have been maintained in accordance with good
business accounting practices; and
(b) Except for income taxes due for the 2000 tax year, Pangea has no liabilities
with respect to the payment of any country, federal, state, county, local or
other taxes (including any deficiencies, interest or penalties).
Section 1.10 Securities Matters. Pangea has not violated any applicable
federal or state securities law or regulation in connection with the offer, sale
or issuance of any of its securities and, in connection therewith, has made
adequate disclosure concerning its financial condition and business plans and
operations sufficient in all cases to comply with the requirements of applicable
state and federal securities laws and regulations. In addition, Pangea has
internal control procedures in place to prevent xxxxxxx xxxxxxx and the
manipulation of the market for its shares of common stock.
Section 1.11 Funding Commitment. Pangea shall
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provide funding to the Mass operating budget in an amount sufficient to pay the
Mass accounts payable in a timely manner, including, without limitation, legal
and accounting fees incurred by Mass in connection with the transaction
described herein. Pangea shall also use its best efforts to provide Mass with at
least $5,000,000, in addition to Mass's operating cash flow, for each
consecutive twelve month period hereafter to be used for oil and gas exploration
and production projects. If Pangea fails to meet its funding goal for
exploration and production, the Mass Shareholders shall have the right to
purchase from Pangea all of the then issued and outstanding capital stock of
Mass on the terms set forth in Paragraph 4(c) of the Employment Agreement of
even date herewith between Pangea and Xxxxxxx X. Xxxxxx.
Section 1.12 Information. The information concerning Pangea as set forth in
this Agreement and in the Pangea Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF MASS AND MASS SHAREHOLDERS
As an inducement to, and to obtain the reliance of Pangea, Mass and the
Mass Shareholders jointly and severally represent and warrant as follows:
Section 2.1 Organization. Mass is a corporation duly organized, validly
existing and in good standing under the laws of Texas and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it
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is now being conducted, including qualification to do business as a foreign
entity in the country or states in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. Included in the Mass Schedules (as hereinafter defined) are
complete and correct copies of the Articles of Incorporation of Mass as in
effect on the date hereof. The execution and delivery of this Agreement does not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of Mass's
Articles of Incorporation or Bylaws. Mass has full power, authority and legal
right and has taken all action required by law, its Articles of Incorporation
and Bylaws or otherwise to authorize the execution and delivery of this
Agreement.
Section 2.2 Capitalization. The authorized capitalization of Mass consists
of 100,000 common shares, par value $1.00. As of the date hereof there are 1,000
shares issued and outstanding to Xxxxxxx X. Xxxxxx. All issued and outstanding
Mass shares have been legally issued, fully paid and are nonassessable as of
August 31, 2000.
Section 2.3 Subsidiaries. Mass has no subsidiary companies.
Section 2.4 Tax Matters; Books & Records
(a) The books and records, financial and others, of Mass are in all
material respects complete and correct and have been maintained in accordance
with good business accounting practices; and
(b) Except for income taxes due for the 2000 tax year or as otherwise
disclosed on Schedule 2.4(b), Mass has no liabilities with respect to the
payment of any country, federal, state, county, local or other taxes (including
any deficiencies, interest or penalties).
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Section 2.5 Information. The information concerning Mass as set forth in
this Agreement and in the Mass Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading.
Section 2.6 Absence of Certain Changes or Events. Except as described
herein or in the Mass Schedules, since June 30, 2000:
(a) Mass has not: (i) amended its Articles of Incorporation or Bylaws; (ii)
waived any rights of value which in the aggregate are extraordinary or material
considering the business of Mass; (iii) made any material change in its method
of management, operation or accounting; or (iv) made any accrual or arrangement
for or payment of bonuses or special compensation of any kind or any severance
or termination pay to any present or former officer or employee;
(b) Except as disclosed on Schedule 2.6(b), Mass has not: (i) granted or
agreed to grant any options, warrants or other rights for its certificates,
bonds or other corporate securities calling for the issuance thereof, which
option, warrant or other right has not been canceled as of the Closing Date;
(ii) borrowed or agreed to borrow any funds or incurred or become subject to,
any material obligation or liability (absolute or contingent) except liabilities
incurred in the ordinary course of business; and
(c) to the best knowledge of Mass, it has not become subject to any law or
regulation which materially and adversely affects, or in the future may
adversely affect, the business, operations, properties, assets or condition of
Mass.
Section 2.7 Title and Related Matters. Except
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as disclosed on Schedule 2.7, Mass has good and marketable title to and is the
sole and exclusive owner of all of its properties, inventory, interests in
properties and assets, real and personal (collectively, the "Assets") which are
reflected in the most recent Mass balance sheet and the Mass Schedules or
acquired after that date (except properties, interests in properties and assets
sold or otherwise disposed of since such date in the ordinary course of
business), free and clear of all liens, pledges, charges or encumbrances. Except
for applicable royalty interests or as set forth in the Mass Schedules, Mass
owns free and clear of any liens, claims, encumbrances, or other restrictions or
limitations of any nature whatsoever and all procedures, techniques, marketing
plans, business plans, methods of management or other information utilized in
connection with Mass's business. Except as set forth in the Mass Schedules, no
third party has any right to, and Mass had not received any notice of
infringement of or conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a materially adverse affect on the business, operations, financial
conditions or income of Mass or any material portion of its properties, assets
or rights.
Section 2.8 Litigation and Proceedings. There are no actions, suits or
proceedings pending or, to the best of Mass's knowledge and belief, threatened
by or against or affecting Mass, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of Mass.
Mass does not have any knowledge of any default on its part with respect to any
judgement, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality. All ongoing
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litigation to which Mass is a party on the date hereof is described on Schedule
2.8.
Section 2.9 Contracts. On the Closing Date:
(a) Except as disclosed on Schedule 2.9, there are no material contracts,
agreements, franchises, license agreements, or other commitments to which Mass
is a party or by which it or any of its properties are bound;
(b) Mass is not a party to any contract, agreement, commitment or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award which materially and
adversely affects, or in the future may (as far as Mass can now foresee)
materially and adversely affect, the business, operations, properties, assets or
conditions of Mass; and
(c) Except as disclosed on Schedule 2.9, Mass is not a party to any
material oral or written: (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension, benefit or retirement plan, agreement or arrangement
covered by Title IV of the Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the borrowing of money; (iv)
guaranty of any obligation for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties of obligations, which, in
the aggregate exceeds $1,000; (v) consulting or other similar contract with an
unexpired term of more than one year or providing for payments in excess of
$10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract,
agreement, or other commitment involving payments by it for more than $10,000 in
the aggregate.
Section 2.10 No Conflict With Other Instruments. Except as disclosed on
Schedule 2.10, the execution of this Agreement and the consummation of the
transactions
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contemplated by this Agreement will not result in the breach of any
term or provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract, agreement or
instrument to which Mass is a party or to which any of its properties or
operations are subject.
Section 2.11 Material Contract Defaults. To the best of Mass's knowledge
and belief and except as disclosed on Schedule 2.11, Mass is not in default in
any material respect under the terms of any outstanding contract, agreement,
lease or other commitment which is material to the business, operations,
properties, assets or condition of Mass, and there is no event of default in any
material respect under any such contract, agreement, lease or other commitment
in respect of which Mass has not taken adequate steps to prevent such a default
from occurring.
Section 2.12 Governmental Authorizations. To the best of Mass's knowledge,
Mass has all licenses, franchises, permits and other governmental authorizations
that are legally required to enable it to conduct its business operations in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities or corporation laws, no authorization, approval,
consent or order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the execution and
delivery by Mass of the transactions contemplated hereby.
Section 2.13 Compliance With Laws and Regulations.
To the best of Mass's knowledge and belief, Mass has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business; operations, properties, assets or
condition of Mass or would not result in Mass's incurring any material
liability.
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Section 2.14 Insurance. The properties of Mass are insured for Mass's
benefit in accordance with the insurance policies disclosed on Schedule 2.14.
Section 2.15 Approval of Agreement. The holders of all of the Common Voting
Shares outstanding of Mass have authorized the execution and delivery of the
Agreement by Mass and have approved the transactions contemplated hereby.
Section 2.16 Material Transactions or Affiliations. Except as disclosed on
Schedule 2.16, there are no material contract, agreement or arrangement between
Mass and any person who was at the time of such contract, agreement or
arrangement an officer, director or person owning of record, or known by Mass to
own beneficially, ten percent (10%) or more of the issued and outstanding Common
Shares of Mass and which is to be performed in whole or in part after the date
hereof. Mass has no commitment, whether written or oral, to lend any funds to,
borrow any money from or enter into any other material transactions with, any
such affiliated person. The employment arrangement described on Schedule 2.16
will be superseded at Closing by the Employment Agreement among Xxxxxxx X.
Xxxxxx, Mass and Pangea which Xxxxxxx X. Xxxxxx will execute at Closing.
Section 2.17 Labor Relations. Mass has never had a work stoppage resulting
from labor problems.
Section 2.18 Mass Schedules. Upon execution hereof, Mass shall deliver to
Pangea Schedule 2.18 consisting of the following documents or information,
which, together with the other Schedules referred to herein, are collectively
referred to as the "Mass Schedules" which are dated the date of this Agreement,
all certified by an officer of Mass to be complete, true and accurate:
(a) complete and correct copies of the certificate of incorporation, bylaws
and amendment thereto of Mass as in effect as of the date of this Agreement;
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(b) copies of two (2) previous years (or since inception if less than 2
years) financial statements of Mass;
(c) copies of two (2) previous years (or since inception if less than 2
years) income and any other tax returns of Mass;
(d) all contracts of Mass presently in effect;
(e) Disclosure Statement, and Officers and Directors Questionnaires;
(f) the description of any material adverse change in the business,
operations, property, assets, or condition of Mass since December 31, 1999
required to be provided pursuant to Section 2.5; and
(g) any other information, together with any required copies of documents,
required to be disclosed in the Mass Schedules by Sections 2.1 through 2.17.
ARTICLE III
EXCHANGE PROCEDURE AND OTHER MATTERS
Section 3.1 Share Exchange/Delivery of Mass Securities. On execution and
delivery of this Agreement, the holders of Mass Common Shares (and Preferred
Shares or any other outstanding security including, but not limited to, options,
warrants, conversion rights or other equity interests , if any) shall deliver to
Pangea (i) certificates or other documents evidencing all of the issued and
outstanding Mass Common Shares (and Preferred Shares or any other outstanding
security including, but not limited to, options warrants, conversion rights or
other equity interests, if any), duly endorsed in blank or with executed powers
attached thereto in transferrable form. Certificates
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representing all previously issued and outstanding Common Shares of Mass shall
be canceled and all rights in respect thereof shall be transferred to and shall
vest in Pangea, so that Mass shall become a wholly owned subsidiary of Pangea.
Mass's legal counsel shall take all appropriate action in Texas to confirm such
transaction.
Section 3.2 Issuance of Pangea Common Shares. In exchange for all of the
Mass Common Shares tendered pursuant to Section 3.1, Pangea shall issue an
aggregate of 2,000,000 "restricted" Pangea Common Shares to Xxxxxxx X. Xxxxxx,
the sole shareholder of Mass. Pangea agrees that within 20 working days
following the execution and delivery of this Agreement closing the transaction
described herein, it will file an S-4 registration statement with the Securities
and Exchange Commission to register the Transaction Shares. Upon effectiveness
of the S-4 registration statement, the Transaction Shares issued to Xxxxxxx X.
Xxxxxx hereunder shall be unrestricted. Until such time as the registration
statement is deemed effective, such shares shall be "restricted" for one year
from date of issuance in accordance with Rule 144 of the Securities Act of 1933.
Pangea will promptly fulfill all requirements to cause the S-4 registration
statement to become effective without unreasonable delay.
Section 3.3 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on the date hereof ("Closing Date").
Section 3.4 Directors of Mass After Acquisition. Upon the Closing, the
Board of Directors of Mass shall be the following: Xxxxxxx X. Xxxxxx and C.
Xxxxx Xxxxxx. Each director shall hold office until his successor shall have
been duly elected and shall have qualified or until his earlier death,
resignation or removal.
Section 3.5 Officers of Mass. Upon the closing, the following persons shall
be elected as officers of Mass
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in accordance with procedures set forth in the Mass bylaws:
NAME OFFICE
------------------ -------------------------------------------------
Xxxxxxx X. Xxxxxx Chief Executive Officer, President and Secretary
C. Xxxxx Xxxxxx Chief Financial Officer
Section 3.6 Post Closing Requirements of Mass Operation. Subsequent to
closing of this transaction, Mass, the Texas operating company shall undertake
the following: (i) provide all financial information to Pangea on a quarterly
basis; (ii) provide Pangea duplicate statements of the Mass bank account
immediately after receipt of same; and (iii) after Closing, cooperate with
Pangea's certified public accountant to complete audited financial statements
(including pro forma financial statements) up to the latest calendar year end
and reviewed financial statements for the period from January 1, 2000 through
June 30, 2000 or such other period as may be required for Pangea to file a Form
8- K with the SEC. Mass and the Mass Shareholders shall cooperate fully with
Pangea regarding same.
ARTICLE IV
SPECIAL COVENANTS
Section 4.1 Access to Properties and Records. Prior to closing, Mass and
Pangea have each afforded to the officers and authorized representatives of the
other full access to the properties, books and records of Mass and Pangea as the
case may be, in order that each may have full opportunity to make such
reasonable investigation as it desired to make of the affairs of the other and
each will furnish the other with such additional financial and operating data
and other information as to the business and properties of Mass and Pangea as
the case may be, as the other shall from time to time reasonably request.
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Section 4.2 Availability of Rule 144. Each of the parties acknowledge that
the Transaction Shares be issued pursuant to this Agreement will be "restricted
securities, " as that term is defined in Rule 144 promulgated pursuant to the
Securities Act until such time as the S-4 registration statement filed with the
SEC on the date hereof is ordered effective.
Section 4.3 Special Covenants and Representations Regarding the Pangea
Common Shares to be Issued in the Exchange. The consummation of this Agreement,
including the issuance of the Transaction Shares to the Shareholders of Mass as
contemplated hereby, constitutes the offer and sale of securities under the
Securities Act, and applicable state statutes. Such transaction shall be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes which depend, inter alia, upon the
circumstances under which the Mass Shareholders acquire such securities.
Section 4.4 Third Party Consents. Mass and Pangea agree to cooperate with
each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated.
Section 4.6 Indemnification.
(a) Mass and Xxxxxxx X. Xxxxxx, individually, hereby agree to indemnify
Pangea and each of the officers, agents and directors of Pangea as of the date
of execution of this Agreement and as of the Closing Date against any loss,
liability, claim, damage or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened or any claim whatsoever), to
which it or they may become subject to arising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement, and particularly
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the representation regarding no liabilities referred to in Section 2.4 (b). The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement; and
(b) Pangea and its officers and directors hereby agree to indemnify Mass
and each of the officers, agents, directors and current shareholders of Mass as
of the date of the execution of this Agreement and as of the Closing Date
against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened or any
claim whatsoever), to which it or they may become subject arising out of or
based on any inaccuracy appearing in or misrepresentation made in this
Agreement. The indemnification provided for in this Section shall survive the
Closing and consummation of the transactions contemplated hereby and termination
of this Agreement.
ARTICLE V
MASS OBLIGATIONS AT CLOSING
At Closing:
Section 5.1 Shareholder and Director Approval. All of the Directors and a
majority of the holders of the shares of Common Stock issued and outstanding of
Mass shall have approved this Agreement and the transactions contemplated
herein.
Section 5.2 Opinion of Counsel to Mass. Counsel to Mass is delivering to
Pangea an opinion dated the Closing Date, in substantially the following form:
(a) Mass is a corporation duly organized, validly existing, and in good
standing under the laws of Texas and
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has the corporate power to conduct its business as now conducted;
(b) To the best knowledge of such legal counsel, the execution and delivery
by Mass of this Agreement and the consummation of the transactions contemplated
by this Agreement in accordance with the terms hereof will not conflict with or
result in the breach of any term or provision of Mass's certificate of
incorporation or Bylaws;
(c) All issued and outstanding Share Certificates are legally issued, fully
paid and nonassessable.
Section 5.3 Stock Certificate(s). Xxxxxxx X. Xxxxxx is delivering to Pangea
a certificate or certificates representing all of the issued and outstanding
shares of the common capital stock of Mass, duly endorsed or otherwise in proper
form for the transfer of such shares to Pangea.
ARTICLE VI
PANGEA OBLIGATIONS AT CLOSING
At Closing:
Section 6.1 Shareholder and Director Approval. Holders of a majority of the
issued and outstanding common shares of Pangea and the Directors of Pangea shall
have approved this Agreement and the transactions contemplated herein.
Section 6.2 Opinion of Counsel to Pangea. Xxxxxxx X. Xxxxxx & Associates,
as counsel to Pangea, is delivering to Xxxxxxx X. Xxxxxx an opinion dated the
Closing Date, in substantially the following form:
(a) Pangea is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Colorado and has the corporate power to
carry on its
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business as it is now being conducted;
(b) To the best knowledge of such legal counsel, the execution and delivery
by Pangea of this Agreement and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not
conflict with or result in the breach of any term or provision of Pangea's
articles of incorporation or bylaws;
(c) The Transaction Shares to be issued to the Mass Shareholders pursuant
to the terms of this Agreement will be, when issued in accordance with the terms
hereof, legally issued, fully paid and non-assessable; and upon effectiveness of
the S-4 registration statement filed by Pangea on the date hereof, the
Transaction Shares shall be freely tradable without restriction.
Section 6.3 Stock Certificate(s). Within five business days following
Closing, Pangea is delivering to Xxxxxxx X. Xxxxxx a certificate or certificates
representing all of the Transaction Shares registered in the name of Xxxxxxx X.
Xxxxxx.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Brokers and Finders. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person not listed in
Schedule 7.1 for any commission, brokerage or finder's fee or other payment with
respect to this Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the
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indemnifying party.
Section 7.2 Law. Forum and Jurisdiction. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Texas, United States
of America.
Section 7.3 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to Pangea: Xxxxxxx X. Xxxxxx & Associates
0000 Xxxxx 0 Xxxxx, 0xx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
If to Mass: Mass Energy, Inc.
0000 XX Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have given as of the date so delivered, mailed or telegraphed.
Section 7.4 Attorneys' Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parities shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fee, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
Section 7.5 Confidentiality. Each party hereto agrees with the other
parties that, unless and until the reorganization contemplated by this Agreement
has been consummated, they and their representatives will hold in
21
strict confidence all confidential data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except: (i) to the extent such data is a matter of public
knowledge or is required by law to be published; and (ii) to the extent that
such data or information must be used or disclosed in order to consummate the
transactions contemplated by this Agreement.
Section 7.6 Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.
Section 7.7 Third Party Beneficiaries. This contract is solely among Mass,
Mass Shareholders, Pangea and the Pangea Shareholders and except as specifically
provided, no director, officer, stockholder, employee, agent, independent
contractor or any other person or entity shall be deemed to be a third party
beneficiary of this Agreement.
Section 7.8 Entire Agreement. This Agreement and the Employment Agreement
of Xxxxxxx X. Xxxxxx together represent the entire agreement between the parties
relating to the subject matter hereof. This Agreement and the Employment
Agreement alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. There are no other courses of dealing,
understanding, agreements, representations or warranties, written or oral,
except a set forth herein or therein. This Agreement may not be amended or
modified, except by a written agreement signed by all parties hereto.
Section 7.9 Survival; Termination. The representations, warranties and
covenants of the respective
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parties shall survive the Closing Date and the consummation of the transactions
herein contemplated for 24 months.
Section 7.10 Counterparts. This Agreements may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
Section 7.11 Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.
Section 7.12 Incorporation of Recitals. All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.
Section 7.13 Expenses. Except as provided in Section 1.12, each party
herein shall bear all of their respective cost s and expenses incurred in
connection with the negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation thereof.
Section 7.14 Headings; Context. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and do not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement.
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Section 7.15 Benefit. This Agreement shall be binding upon and shall inure
only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.
Section 7.16 Public Announcements. Except as may be required by law,
neither party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of the other
party hereto.
Section 7.17 Severability. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties hereto.
Section 7.18 No Strict Construction. The language of this Agreement shall
be construed as a whole, according to its fair meaning and intendment, and not
strictly for or against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof.
Section 7.19 Execution Knowing and Voluntary. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprized by its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
ATTEST: PANGEA PETROLEUM CORP.
/s/ Xxxxx X. Cloud By:/s/ Xxxxxxx X. Xxxxxxx
------------------------ -------------------------------------
XXXXX CLOUD, Secretary XXXXXXX X. XXXXXXX, Chief Executive Officer
WITNESS: PANGEA PETROLEUM CORP. SHAREHOLDER
------------------------ -------------------------------------
------------------------ -------------------------------------
MASS ENERGY, INC.
ATTEST:
By: /s/ Xxxxxxx X. Xxxxxx
------------------------ -------------------------------------
XXXXXXX X. XXXXXX, President
WITNESS: MASS ENERGY, INC. SHAREHOLDER
/s/ Xxxxxxx X. Xxxxxx
-------------------------- --------------------------------------
XXXXXXX X. XXXXXX
EXHIBIT A
LIST OF PANGEA PETROLEUM CORPORATION
PARTICIPATING SHAREHOLDERS
25
[to come]
EXHIBIT "B"
------------------------------------
LIST OF MASS ENERGY, INC. SHAREHOLDER
------------------------------------
Name % of Shares
----------------------- ----------------------
Xxxxxxx X. Xxxxxx 100%
TOTAL 100%
======================
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