Exhibit 10.15
INTEREST PURCHASE AGREEMENT
THIS INTEREST PURCHASE AGREEMENT (the "Agreement") is made and entered
into this ___ day of July, 2004, by and among XXXXXXX RBE HOLDINGS, LLC, a
Delaware corporation ("Xxxxxxx"), and MAVERICK OIL AND GAS, INC., a Nevada
corporation ("Maverick").
Recitals
WHEREAS, Xxxxxxx and Maverick deem it advisable and in the best
interests of their respective companies to consummate, the transaction
contemplated hereby upon the terms set forth in this Agreement; and
WHEREAS, RBE, LLC, has been duly organized as limited liability company
under the Delaware Limited Liability Company Act (the "Company"); and
WHEREAS, Xxxxxxx owns all of the Company's issued and outstanding Class
A membership interests (the "Interests"), representing a 50% equity interest in
the Company; and
WHEREAS, Xxxxxxx wishes to sell to Maverick, and Maverick wishes to
purchase from Xxxxxxx, the Interests.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
THE PURCHASE AND SALE
1.1. The Purchase and Sale
Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date, Xxxxxxx hereby sells to Maverick, and Maverick
hereby purchases, the Interests from Xxxxxxx, representing a 50% equity interest
in the Company and 100% of the Class A membership interests of the Company, in
consideration for which Maverick shall pay Two Million Dollars ($2,000,000) (the
"Purchase Price"), of which One Million Dollars ($1,000,000) is payable to
Xxxxxxx upon execution of this Agreement and the balance of which is payable to
the Company as a Class A Member capital contribution on or before October 15,
2004 (the "Transaction").
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF XXXXXXX
Xxxxxxx hereby makes the following representations and
warranties to Maverick:
2.1. Organization and Qualification
Xxxxxxx and the Company are duly organized, validly existing
and in good standing under the laws of their respective jurisdictions of
organization, with the corporate power and authority to own and operate their
respective businesses as presently conducted, except where the failure to be or
have any of the foregoing would not have a Material Adverse Effect. Xxxxxxx and
the Company are duly qualified as foreign corporations to do business and are in
good standing in each jurisdiction where the character of their respective
properties owned or held under lease or the nature of their respective
activities makes such qualification necessary, except for such failures to be so
qualified or in good standing as would not, individually or in the aggregate,
have a Material Adverse Effect. A copy of the Company's Articles of Organization
and Operating Agreement, both as currently in effect, have been provided to
Maverick.
2.2. Authorization; Validity and Effect of Agreement
Xxxxxxx has the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and to
consummate the Transaction. The execution and delivery of this Agreement by
Xxxxxxx and the performance by Xxxxxxx of its obligations hereunder and the
consummation of the Transactions have been duly authorized by its board of
directors and all other necessary corporate action on the part of Xxxxxxx, and
no other corporate proceedings on the part of Xxxxxxx are necessary to authorize
this Agreement and the Transaction. This Agreement has been duly and validly
executed and delivered by Xxxxxxx and, assuming that it has been duly
authorized, executed and delivered by the other parties hereto, constitutes a
legal, valid and binding obligation of Xxxxxxx, enforceable against it in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
2.3. No Conflict; Required Filings and Consents
Neither the execution and delivery of this Agreement by
Xxxxxxx nor the performance by Xxxxxxx of its obligations hereunder, nor the
consummation of the Transaction, will: (i) conflict with Xxxxxxx'x articles of
organization or operating agreement; (ii) violate any statute, law, ordinance,
rule or regulation applicable to Xxxxxxx or any of its properties or assets; or
(iii) violate, breach, be in conflict with or constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under,
or permit the termination of any provision of, or result in the termination of,
the acceleration of the maturity of, or the acceleration of the performance of
any obligation of Xxxxxxx under, or result in the creation or imposition of any
Liens upon any properties, assets or business of Xxxxxxx under, any material
contract or any order, judgment or decree to which Xxxxxxx is a party or by
which Xxxxxxx or any of its assets or properties is bound or encumbered except,
in the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences that, individually or in the aggregate, would not
have a Material Adverse Effect.
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2.4. Title to the Interests
Xxxxxxx has good and marketable title to the Interests, and
the Interests are owned of record and beneficially by Xxxxxxx, free and clear of
any Liens. Except for this Agreement, there are no outstanding options,
warrants, agreements, conversion rights, preemptive rights, or other rights to
subscribe for, purchase or otherwise acquire the Interests. There are no voting
trusts or other agreements or understandings to which Xxxxxxx or any of its
subsidiaries is a party with respect to the voting of the Interests, and there
is no indebtedness of Xxxxxxx or its subsidiaries issued and outstanding that
has general voting rights with respect to the Interests. Except for this
Agreement, there are no outstanding obligations of any Person to repurchase,
redeem or otherwise acquire any of the Interests.
2.5. Brokers and Finders Fees
Neither Xxxxxxx or any of its subsidiaries, nor any of their
respective officers, directors, employees or managers, has employed any broker
or finder or incurred any liability for any investment banking fees, brokerage
fees, commissions or finders fees in connection with the Transaction for which
Xxxxxxx or any of its subsidiaries has or could have any liability.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MAVERICK
Maverick hereby makes the following representations and
warranties to Xxxxxxx:
3.1. Organization and Qualification
Maverick is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, with the corporate
power and authority to own and operate its business as presently conducted,
except where the failure to be or have any of the foregoing would not have a
Material Adverse Effect.
3.2. Authorization; Validity and Effect of Agreement
Maverick has the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and to
consummate the Transaction. The execution and delivery of this Agreement by
Maverick and the performance by Maverick of its obligations hereunder have been
duly authorized by its board of directors and all other necessary corporate
action on the part of Maverick, and no other corporate proceedings on the part
of Maverick is necessary to authorize this Agreement and the Transaction. This
Agreement has been duly and validly executed and delivered by Maverick and,
assuming that it has been duly authorized, executed and delivered by the other
parties hereto, constitutes a legal, valid and binding obligation of Maverick,
enforceable against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
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3.3. No Conflict; Required Filings and Consents
Neither the execution and delivery of this Agreement by
Maverick nor the performance by Maverick of its obligations hereunder, nor the
consummation of the Transactions, will: (i) conflict with Maverick's articles of
incorporation or bylaws; (ii) violate any statute, law, ordinance, rule or
regulation applicable to Maverick or any of its properties or assets; or (iii)
violate, breach, be in conflict with or constitute a default (or an event that,
with notice or lapse of time or both, would constitute a default) under, or
permit the termination of any provision of, or result in the termination of, the
acceleration of the maturity of, or the acceleration of the performance of any
obligation of Maverick under, or result in the creation or imposition of any
Liens upon any properties, assets or business of Maverick under, any material
contract or any order, judgment or decree to which Maverick is a party or by
which Maverick or any of its assets or properties is bound or encumbered except,
in the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences that, individually or in the aggregate, would not
have a Material Adverse Effect.
3.4. Investment Intent
The Interests are being acquired for Maverick's own account
for investment purposes only and not with a view to, or with any present
intention of, distributing or reselling any of the Interests. Maverick
acknowledges and agrees that the Interests have not been registered under the
Securities Act or under any state securities laws, and that the Interests may
not be, directly or indirectly, sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the Securities
Act and applicable state securities laws, except pursuant to an available
exemption from such registration. Maverick also acknowledges and agrees that
neither the SEC nor any securities commission or other Governmental Authority
has (a) approved the transfer of the Interests or passed upon or endorsed the
merits of the transfer of the Interests, this Agreement or the Transactions; or
(b) confirmed the accuracy of, determined the adequacy of, or reviewed this
Agreement. Maverick has such knowledge, sophistication and experience in
financial, tax and business matters in general, and investments in securities in
particular, that it is capable of evaluating the merits and risks of this
investment in the Interests, and Maverick has made such investigations in
connection herewith as they deemed necessary or desirable so as to make an
informed investment decision without relying upon Xxxxxxx for legal or tax
advice related to this investment. Maverick is an "accredited investor" within
the meaning of Rule 501 promulgated under the Securities Act.
3.5 Brokers and Finders.
Neither Maverick, nor any of its officers, directors,
employees or managers, has employed any broker or finder or incurred any
liability for any investment banking fees, brokerage fees, commissions or
finders' fees in connection with the Transaction for which Maverick has or could
have any liability.
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ARTICLE IV
CERTAIN COVENANTS
4.1. Confidentiality
Xxxxxxx shall not without the prior written consent of
Maverick reveal or make accessible to any Person any confidential information
relating to the Company. For purposes of this Section 4.1, the term
"confidential information" does not include information that is already
available to the public or becomes available to the public other than by means
of a breach of this Section 4.1.
4.2. Public Announcements
Xxxxxxx and Maverick shall consult with each other before
issuing any press release or otherwise making any public statements with respect
to the Transactions or this Agreement, and shall not issue any other press
release or make any other public statement without prior consent of the other
parties, except (i) as may be required by law, or (ii) with respect to their
respective obligations pursuant to rules or regulations of the Exchange Act, the
Securities Act, any rule or regulation promulgated thereunder or any rule or
regulation of the National Association of Securities Dealers.
4.3. Prohibition on Trading in Securities
Xxxxxxx and Maverick each hereby acknowledge that information
concerning the matters that are the subject matter of this Agreement may
constitute material non-public information under United States federal
securities laws, and that United States federal securities laws prohibit any
Person who has received material non-public information relating to Xxxxxxx or
Maverick from purchasing or selling securities of Xxxxxxx or Maverick, as the
case may be, or from communicating such information to any Person under
circumstances in which it is reasonably foreseeable that such Person is likely
to purchase or sell securities of Xxxxxxx or Maverick, as the case may be.
Accordingly, until such time as any such non-public information has been
adequately disseminated to the public, Xxxxxxx shall not purchase or sell any
securities of Maverick, or communicate such information to any other Person, and
Maverick shall not purchase or sell any securities of Xxxxxxx, or communicate
such information to any other Person.
4.4. Further Assurances
Each of the parties hereto agrees to use its reasonable best
efforts to take or cause to be taken all action, to do or cause to be done, and
to assist and cooperate with the other party hereto in doing, all things
necessary, proper or advisable under applicable laws to consummate and make
effective, in the most expeditious manner practicable, the Transaction,
including, but not limited to: (i) the defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the performance of the obligations hereunder; and (ii) the execution and
delivery of such instruments, and the taking of such other actions, as the other
party hereto may reasonably require in order to carry out the intent of this
Agreement.
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4.5. Notification of Certain Matters
Each party hereto shall promptly notify the other party in writing of
any events, facts or occurrences that would result in any breach of any
representation or warranty or breach of any covenant by such party contained in
this Agreement.
ARTICLE V
MISCELLANEOUS
5.1. Entire Agreement
This Agreement and the schedules and exhibits hereto contain
the entire agreement between the parties and supercede all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
5.2. Amendment and Modifications
This Agreement may not be amended, modified or supplemented
except by an instrument or instruments in writing signed by the party against
whom enforcement of any such amendment, modification or supplement is sought.
5.3. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, provided,
however, that no party hereto may assign its rights or delegate its obligations
under this Agreement without the express prior written consent of the other
party hereto. Nothing in this Agreement is intended to confer upon any person
not a party hereto (and their successors and assigns) any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
5.4. Survival of Representations, Warranties and Covenants
The representations and warranties contained herein shall
survive the Closing and shall thereupon terminate eighteen (18) months after the
date, except that the representations contained in Sections 2.1, 2.2, 2.4, 3.1,
3.2 and 3.4 shall survive indefinitely. All covenants and agreements contained
herein which by their terms contemplate actions following the date of this
Agreement shall remain in full force and effect in accordance with their terms.
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5.5. Headings; Definitions
The Section and Article headings contained in this Agreement
are inserted for convenience of reference only and will not affect the meaning
or interpretation of this Agreement. All references to Sections or Articles
contained herein mean Sections or Articles of this Agreement unless otherwise
stated. All capitalized terms defined herein are equally applicable to both the
singular and plural forms of such terms.
5.6. Severability
If any provision of this Agreement or the application thereof
to any Person or circumstance is held to be invalid or unenforceable to any
extent, the remainder of this Agreement shall remain in full force and effect
and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties.
5.7. Expenses
Except as otherwise expressly set forth herein, all legal and
other costs and expenses incurred in connection with the Transaction shall be
paid by the party incurring such expenses.
5.8. Notices
All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, telecopy,
telefax or other electronic transmission service to the appropriate address or
number of the party to whom the notice is being sent.
5.9. Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof, except to the extent that the Nevada General Corporation Law shall
apply to the internal corporate governance of Maverick.
5.10. Arbitration
If a dispute arises as to the interpretation of this
Agreement, it shall be decided in an arbitration proceeding conforming to the
Rules of the American Arbitration Association applicable to commercial
arbitration then in effect at the time of the dispute. The arbitration shall
take place in the Commonwealth of Pennsylvania. The decision of the Arbitrators
shall be conclusively binding upon the parties and final, and such decision
shall be enforceable as a judgment in any court of competent jurisdiction. The
parties shall share equally the costs of the arbitration.
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5.11. Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
5.12. Certain Definitions
As used herein:
(a) "Affiliate" shall have the meanings ascribed to such term
in Rule 12b-2 of the Exchange Act;
(b) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended;
(c) "Governmental Authority" shall mean any nation or
government, any state, municipality or other political subdivision thereof and
any entity, body, agency, commission or court, whether domestic, foreign or
multinational, exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any executive
official thereof;
(d) "Liens" shall mean liens, pledges, charges, claims,
security interests, purchase agreements, options, title defects, restrictions on
transfer or other encumbrances, or any agreements (other than this Agreement or
the Company's Operating Agreement) to do any of the foregoing, of any nature
whatsoever, whether consensual, statutory or otherwise;
(e) "Material Adverse Effect" shall mean any adverse effect on
the business, condition (financial or otherwise) or results of operation of (i)
in the case of Xxxxxxx, Xxxxxxx and its subsidiaries, if any, that is material
to Xxxxxxx and its subsidiaries, if any, taken as a whole, or (ii) in the case
of Maverick, Maverick and its subsidiaries, if any, that is material to Maverick
and its subsidiaries, if any, taken as a whole;
(f) "Person" shall mean any individual, corporation,
partnership, association, trust or other entity or organization, including a
governmental or political subdivision or any agency or institution thereof;
(g) "SEC" shall mean the Securities and Exchange Commission;
and
(h) "Securities Act" shall mean the Securities Act of 1933, as
amended.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
XXXXXXX RBE HOLDINGS, LLC
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
Manager
MAVERICK OIL & GAS, INC.
BY: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxx
President
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