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Acquisition Agreement

 

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Title:

Acquisition Agreement

Entities:

Mobile Nation Inc

Date:

2000

Size:

Preview shows 4KB of 14KB total

Price:

$32

ID:

#1498352

 

 

► M&A ► Acquisition Agreements

 

 

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<SEQUENCE>5

<FILENAME>0005.txt
<DESCRIPTION>ACQUISITION AGREEMENT WITH TIP
<TEXT>





EX 6.2

THE AGREEMENT


ACQUISITION AGREEMENT




This Agreement ("Agreement") is made as of this 9th day of
April, l999, by and between Ravendale Financial Inc. ("Agent'),
Texas International Petroleum Inc., ("TIP"), and WolfStone
Corporation ("WSC"). The Companies may from time to time be
referred to hereinafter collectively as the "Constituents";

WHEREAS, Agent believes it to be in the best interests of

its clients who own one hundred (100%) percent of the authorized
and issued Common Stock of the closely held Subsurface Energy,
Inc., to sell these shares to TIP; and

WHEREAS, TIP believes it will be beneficial to its energy business and WSC
believes it to be in the best interests of its shareholders, to acquire 100% of
the authorized and issued shares of Subsurface Energy, Inc.("SEI"). The
Constituents are in accord to effect this Agreement, with terms and conditions
as follow:

NOW THEREFORE. in consideration of the above stated, the
covenants, promises and representations of each Constituent to
this Agreement are as follows:

ARTICLE I

1.1 Organization. TIP is duly organized, validly existing and in good standing
in the State of Texas, U.S.A.; has all necessary, powers to own its property and
carry on its business as now owned and operated by it in any geographic area in
the United States or elsewhere, wherein its business requires qualification.

1.2 Capital Stock. Of the common shares of TIP authorized, and
outstanding, all are fully paid and non-assessable.

1.3 Subsidiaries. TIP has no subsidiaries, nor does it own any


<PAGE>



interest in any other enterprise, excepting those known to
Constituents of this Agreement.

1.4 Financial Information. Property descriptions, lease assignments. and
valuations with geological documentation is available for perusal upon request
by any concerned shareholder or state or federal agency. Neither Agent nor SEI
makes nor gives any warranty or guarantee, express or implied regarding
valuations or other financial reports documentation which is given or made by
any third party. WSC and TIP, hereby discharges and indemnifies Agent, and SEI,
against all debts, liabilities, losses or obligations made or incurred in
connection with any valuations or other financial reports or documentation which
is given or made by any third party.

1.5 Litigation. SEI is not involved in any litigation, the nature of which would
be considered other than a common hazard of conducting its business. It is not
in default with respect to any order, writ, injunction or decree of any court of
the United States or any foreign country,

1.6 Authority. Agent has the right to sell and is authorized to sell it's
client's shares of SEI, being the contracted Agent for all the holders of the
closely held, SEI, and is authorized execute this Agreement and has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a. legal, valid and binding obligation of Agent, and is enforceable in
accordance with its terms and conditions.

ARTICLE II

2.1 Organization. TIP, is duly organized validly existing and in good standing
in the State of Texas, U.S.A.. TIP has all necessary powers to issue its shares,
own its property, and carry on its business as now owned and operated by it in
any geographic area of the United States or elsewhere wherein its business
requires qualification.

2.2 Exchange of securities The following shares shall be

issued to Agent and/or assigns: l,628,797 TIP shares of $20.00 par, Convertible,
Class A, Preferred Stock, earning a 6% dividend per annum, in exchange for
3,257,453 $10.00 par, Common Shares of SEI, from Agent, these being all of the

 

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