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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 11KB of 87KB total |
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Price: |
$43 |
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ID: |
#2276320 |
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the Agreement) dated as of March 27, 2006, is by and between Wentworth Energy, Inc., an Oklahoma corporation ("WENTWORTH ENERGY"), having its principal offices at 115 West 7th Street, Suite 1415, Fort Worth, Texas 76102 and George Barnes (the Shareholder) of 1006 ACR 2212, Palestine, Texas, 75803 the sole shareholder of Barnico Drilling, Inc., a Texas corporation (BARNICO).
RECITALS:
A.
WENTWORTH ENERGY desires to acquire 100% (1,000 shares) of the issued and outstanding shares of BARNICO common stock and the Shareholder of BARNICO desires to exchange all of his shares of BARNICO for shares of WENTWORTH ENERGYS authorized but unissued common stock as hereinafter provided.
B.
It is the intention of the parties hereto that: (i) WENTWORTH ENERGY shall acquire all the issued and outstanding shares of BARNICO in exchange for the cash consideration and the number of shares of WENTWORTH ENERGYs authorized but unissued shares of common stock, par value US$.001 ("Common Stock"), set forth below (the "Exchange"); and (ii) the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities laws of each state or jurisdiction where all of the Shareholders resides.
C.
The board of directors of WENTWORTH ENERGY deems it to be in the best interest of WENTWORTH ENERGY and its shareholders to acquire BARNICO.
D.
The Shareholder of BARNICO deems it to be in the best interest of the Shareholder to exchange all of his capital interests of BARNICO for cash and shares of WENTWORTH ENERGY, as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:
SECTION 1. EXCHANGE OF SHARES
1.1
Exchange of Shares. WENTWORTH ENERGY and the Shareholder hereby agree that the Shareholder shall, on the Closing Date (as hereinafter defined), exchange 100% of the issued
and outstanding shares of BARNICO (the BARNICO Shares) for 2,500,000 shares of WENTWORTH ENERGY common stock (the Wentworth Energy Shares) and US$5,000,000 in cash. The WENTWORTH ENERGY Shares will be restricted against resale pursuant to the provisions of federal and state securities laws. The BARNICO Shares to be tendered (1,000 shares) will represent 100% of the issued and outstanding capital interests of BARNICO.
1.2
Delivery of Shares. On the Closing Date, the Shareholder will deliver to WENTWORTH ENERGY the certificates representing the BARNICO Shares, duly endorsed (or with executed stock powers) so as to make WENTWORTH ENERGY the sole owner thereof. Upon delivery of the BARNICO Shares, WENTWORTH ENERGY will deliver certificates representing the WENTWORTH ENERGY Shares to the Shareholder
1.3
Restricted Securities. The WENTWORTH ENERGY Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be resold unless the resale thereof is registered under the Securities Act or an exemption from such registration is available. Each certificate representing the WENTWORTH ENERGY Shares will have a legend thereon in substantially the following form:
The Shares represented by the certificate(s) to be issued by WENTWORTH ENERGY have not been registered under the Securities Act of 1933, as amended (the "Act") or any applicable state law. The shares have been acquired for investment and may not be offered for sale, sold, pledged or transferred unless registered under the Act and any applicable state law or pursuant to an opinion of counsel satisfactory to the Company, unless an exemption from such registration requirements exists.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF BARNICO AND THE SHAREHOLDER
The Shareholder hereby represents and warrants as follows:
2.1
Organization and Good Standing. BARNICO is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. BARNICO has the corporate power and authority to carry on its business as presently conducted. BARNICO is qualified to do business in Texas.
2.2
Corporate Authority. BARNICO has the power to operate as a corporation. The execution and delivery of this Agreement by the Shareholder, and the consummation of the transaction contemplated hereby, are not in violation of any corporate restrictions governing shareholder transactions. The execution and performance of this Agreement, ultimately effecting
a change in control of BARNICO, will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which BARNICO or the Shareholder are a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to the Shareholder or BARNICO or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or the Bylaws of BARNICO.
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