EXHIBIT 10.1
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GMX RESOURCES INC.
COMMON STOCK INVESTMENT AGREEMENT
This Common
Stock Investment Agreement (this "AGREEMENT") is made as of
April 5, 2004, by and among GMX Resources
Inc., an Oklahoma corporation (the
"COMPANY"), and The Forest Hill Select
Fund, LP, (the "INVESTOR").
RECITALS
WHEREAS, the
Company desires to sell and the Investor desires to purchase
200,000 shares of the Company's common
stock, par value $0.001 per share (the
"SHARES") for $5.00 per Share or a total of
$1,000,000.00;
WHEREAS, the
parties hereto desire to make the representations and
warranties, and enter into the covenants
and agreement, set forth in this
Agreement in connection with the issuance
of the Shares to set forth the terms
thereof in writing.
AGREEMENT
NOW, THEREFORE,
in consideration of the foregoing and the mutual promises,
representations, warranties, and covenants
hereinafter set forth and for other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1. Issuance of
Shares. The Company shall sell to the Investor, and the
Investor shall purchase from the Company,
the Shares. Closing of the sale and
purchase of the Shares shall occur within
five (5) business days after execution
of this Agreement. At the Closing, the
Company shall deliver certificates for
the Shares registered in the name of
Investor to Banc of America Securities,
2001 Ross Avenue, Dallas, Texas 75201,
against payment by the Investor of the
purchase price of $5.00 per Share or a
total of $1,000,000 (the "PURCHASE
PRICE") by wire transfer to Local Oklahoma
Bank, Oklahoma City, Oklahoma, ABA
No. __________________, Account No.
__________________, GMX Resources Inc.
2.
Representations and Warranties of the Company. The Company
hereby
represents and warrants to the Investor as
follows:
2.1 Organization and Standing. The Company is a corporation
duly
organized,
validly existing and in good standing under the laws of the
State of
Oklahoma and is in good standing under such laws. The Company
is
duly qualified
and authorized to transact business and is in good standing
as a foreign
corporation in each jurisdiction in which the failure so to
qualify would
have a material adverse effect on its business, properties,
prospects or
financial condition.
2.2 Corporate Power. The Company has all requisite legal and
corporate
power and
authority to (a) execute and deliver this Agreement and any
other
<PAGE>
instruments and
documents to be executed and delivered by it pursuant to
this Agreement,
(b) sell and issue the Shares hereunder and (c) carry out
and perform its
obligations under the terms of this Agreement and the
transactions
contemplated hereby and thereby.
2.3 Valid Issuance of Stock. The Shares, when issued, sold and
delivered in
compliance with the provisions of this Agreement, will be duly
and validly
issued, fully paid and nonassessable and issued in compliance
with all
applicable federal and state securities laws.
2.4 Authorization. All corporate action on the part of the
Company,
its officers,
directors and shareholders necessary for the authorization,
execution, delivery and
performance of this Agreement has been taken. This
Agreement and
the Registration Agreement constitute valid and legally
binding
obligations of the Company, enforceable in accordance with
their
respective
terms, subject to laws of general application relating to
bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific
performance, injunctive relief or other equitable remedies.
2.5 Offering. Subject to the accuracy of the representations of
the
Investor set
forth in Section 3 below, the Company has complied and will
comply with all
applicable United States federal and state securities laws
in connection
with the offer, issuance and sale of the Shares in connection
with this
Agreement. The Company has not, either directly or through any
agent, offered
any securities to, or otherwise approached, negotiated or
communicated in
respect of any securities with, any person so as thereby to
require that the
offer or sale of the Shares be registered pursuant to the
provisions of
Section 5 of the Securities Act of 1933, as amended (the
"SECURITIES
ACT"). Subject to the accuracy of the representations of the
Investor set
forth in Section 3 below, the offer, sale and issuance of the
Shares in
conformity with the terms of this Agreement are exempt from the
registration
requirements of Section 5 of the Securities Act and all
applicable state
securities laws.
3.
Representations and W
