STOCK ISSUANCE AGREEMENT
EXHIBIT
10.16
THIS
STOCK ISSUANCE AGREEMENT (the “Agreement”), effective as of May
1 ,
2006 is
entered into by and between XXX XXXXXXX, an individual having an address at
00
Xxxxxxxxxxx Xxxxx, Xx. Xxxx'x, Xxxxxxxxxxxx (the “Employee”), and TEKOIL &
GAS CORPORATION, a Delaware corporation (the “Company”).
RECITALS:
WHEREAS,
the Company holds all the equity interest in Tekoil & Gas Corporation, a
corporation duly incorporated under the laws of the Canadian Province of
Newfoundland and Labrador (the “Employer”); and
WHEREAS,
the Employee is currently employed by the Employer, and the Company desires
to
provide an incentive to the Employee in the performance of his duties for the
Employer by granting to the Employee fifty thousand (50,000) shares of the
Company’s Common Stock, par value $.000001
per
share
(the “Common Stock”) (all such shares, the “Issued Stock”), which shall be
subject to the terms, conditions, and restrictions contained herein;
and
WHEREAS,
the Issued Stock shall be granted to the Employee simultaneously with the
execution hereof.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
the
Company and the Employee have agreed and do hereby agree as
follows:
AGREEMENT:
1. Issued
Stock.
(a) Issued
Stock; Transferability.
The
Issued Stock and the rights and privileges conferred in whole or in part hereby
may not be transferred, assigned, pledged or hypothecated in any way (whether
by
operation of law or otherwise), and the Company shall have no obligation to
transfer such shares, unless registered under the Securities Act of 1933, as
amended (the “Act”) or, in the opinion of counsel to the Company, such
transaction is in compliance with or exempt from the registration and prospectus
requirements of the Act. The Employee shall pay all costs incurred by the
Company in such a transaction, including but not limited to legal fees and
costs. The Issued Stock shall not be subject to levy and execution, attachment
or similar process. Each
certificate or other documentation evidencing the ownership of any shares of
Issued Stock shall be imprinted with a legend in substantially the following
form:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF
(A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE
STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF,
OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR
THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT
THERETO.
The
certificate may also bear additional inscriptions that the Company, in its
sole
and absolute discretion, otherwise deems are required by federal, state, foreign
or local securities laws. All shares of Issued Stock shall be subject to such
stop-transfer orders and other restrictions as the Company may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Company
may
cause a legend or legends to be put on any certificates evidencing such shares
to make appropriate reference to such restrictions.
(b) Restrictions
on the Issued Stock.
The
Issued Stock is subject to all restrictions in this Agreement. By acceptance
of
the Issued Stock, the Employee agrees that the Issued Stock will be held for
investment and will not be held with a view to their distribution, as that
term
is used in the Act, unless in the opinion of counsel to the Company, such
distribution is in compliance with or exempt from the registration and
prospectus requirements of that Act. As a condition of this Agreement, the
Company may require the Employee to confirm any factual matters reasonably
requested by counsel for the Company.
THE
EMPLOYEE UNDERSTANDS THAT THE ISSUED STOCK MAY NOT BE REGISTERED UNDER THE
SECURITIES ACT. THE EMPLOYEE REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING
COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF
ITS
INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT.
THE
EMPLOYEE FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS
OF
AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF
THE
ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN
ADDITIONAL INFORMATION TO SUCH EMPLOYEE’S SATISFACTION. THE EMPLOYEE FURTHER
REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION
D UNDER THE SECURITIES ACT, AS PRESENTLY IN EFFECT.
2. Entire
Agreement.
This
written Agreement contains the sole and entire agreement between the parties
as
to the matters contained herein, and supersedes any and all other agreements
between them. The parties acknowledge and agree that neither of them has made
any representation with respect to such matters of this Agreement or any
representations except as are specifically set forth herein, and each party
acknowledges that she or it has relied on her or its own judgment in entering
into this Agreement. The parties further acknowledge that statements or
representations that may have been heretofore made by either of them to the
other are void and of no effect and that neither of them has relied thereon
in
connection with her or its dealing with the other.
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3. Severability.
The
invalidity or unenforceability of a particular provision of this Agreement
shall
not affect the other provisions hereto, and this Agreement shall be construed
in
all respects as if such invalid or unenforceable provisions were
omitted.
4. Counterparts.
This
Agreement may be executed in several counterparts, each of which shall be an
original, and such counterparts together shall constitute but one and the same
instrument.
5. Waiver
of Rights.
No
failure of any party to exercise any power given such party hereunder or to
insist upon strict compliance by any party with its obligations hereunder,
and
no custom or practice of the parties in variance with the terms hereof shall
constitute a waiver of the parties’ right to demand exact compliance with the
terms hereof.
6. Waiver
or Modification.
No
waiver or modification of this Agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed
by the party to be charged therewith. Furthermore, no evidence of any
modification or waiver shall be offered or received as evidence in any
proceeding, arbitration or litigation between the parties arising out of or
affecting this Agreement or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid.
The provisions of this paragraph may not be waived except as herein set
forth.
7. Headings.
The
division of this Agreement into articles, sections and subsections and the
insertion of headings are for convenience or reference only and shall not affect
the construction of the Agreement.
8. Notices.
Communications in writing between the Employee and the Company shall be
considered to have been received by the addressee on the date of delivery,
if
delivered by hand to the individual, or to an officer of the Company, or if
sent
by facsimile transmission. Communications in writing between the Employee and
either the Company which are sent by post shall be considered to have been
received within five working days of the date on which the correspondence was
mailed.
9. Prior
Agreements.
This
Agreement supersedes all prior agreements, oral or written, between the parties
with respect to the subject matter hereof. This agreement contains the final
and
entire understanding and agreement between the parties with respect to the
subject matter hereof, and they shall not be bound by any terms, conditions,
statements, covenants, representations, or warranties, oral or written, not
herein contained with respect to the subject matter hereof.
10. Assignment
of Rights.
The
Employee may not assign this Agreement without the prior written consent of
the
Company. The Company may assign this Agreement without the prior consent of
the
Employee.
11. Governing
Law.
This
Agreement and the performance hereunder and all suits and special proceedings
hereunder shall be construed in accordance with the laws of the State of
Florida. Any and all actions under this Agreement shall be taken in the
applicable Federal or State court in Orange County, Florida. The Employee hereby
waives and agrees that she shall not assert that such forum is
inconvenient.
12. Waiver
of Jury Trial.
EACH
PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A
TRIAL
BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY
WAY
RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER
EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE,
INCLUDING BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE
CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION.
EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING
THE
RIGHT TO DEMAND TRIAL BY JURY.
13. No
Inducement.
The
Employee hereby acknowledges and agrees that she has not been induced into
this
Agreement through the expectation of her employment with the Employer and
neither the Employee’s initial or continued employment is dependent on the
Employee making this Agreement.
3
WHEREOF,
the parties have executed this Agreement as of the date first set forth
above.
| “COMPANY” | ||
| TEKOIL & GAS CORPORATION, a Delaware corporation | ||
| |
|
|
| By: | /s/ Xxxx X. Western | |
| Print Name: Xxxx Xxxxxxx | ||
| Title: President & CEO | ||
| “EMPLOYEE” | ||
| /s/ Xxx Xxxxxxx | ||
| Xxx Xxxxxxx | ||
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