EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (“Agreement”) is
executed, entered into and effective the 31 st day of
October, 2007 by and Powder River Basin Gas Corp.
(“Company”), Texoma Oil Field Services, Inc.
(“Texoma”), and Mark Cook (“Seller”).
WHEREAS, Seller owns all the issued and outstanding shares of
Texoma; and
WHEREAS, the Company desires to purchase 50% of the issued and
outstanding shares of Texoma from Seller upon the terms and
conditions set forth in this Agreement; and
NOW THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, and subject to the accuracy of
the representations and warranties of and compliance by the parties
with all their covenants in accordance with the terms of this
Agreement, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
1.01
Purchase and Sale . Upon
execution of this Agreement, Seller grants, bargains, sells and
delivers to the Company certificates representing 500,000 shares
of common stock of Texoma (“Shares”); and the
Company purchases and receives the Shares from Seller and
acknowledges receipt of certificates representing the Shares, in
exchange for the purchase price.
1.02
Purchase Price. The Purchase
Price for the Shares is as follows:
A.
2,000,000 shares of common stock of the Company
at an agreed price of $1.00 per share;; plus
B.
Warrants to purchase an additional 2,000,000
shares of the Company, exercisable for $0.25 per share on or
before October 31, 2010; plus
C.
A promissory note (“Note”) in the
principal amount of $500,000 payable in installments in the form
attached as Exhibit A hereto.
1.03
Purchase Price Guarantee.
The Company agrees that if the FMV of its common stock on
the OTC BB or other market in which the Company’s common
stock is trading on October 31, 2009 is not equal to or above
$1.00 per share, then the Company will purchase at
Seller’s option, that number of shares (up to 2,000,000)
as shall equal $2,000,000 paid for at the FMV on October 31,
2009. “FMV” shall mean for shares traded on
the OTC BB, the average between the bid and the ask on the 20
trading days prior to the date in question and if traded on an
exchange, then the average closing price on the 20 trading days
prior to the date in question.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01.
General Representations and Warranties of Seller .
Seller represents and warrants to the Company as follows:
(a)
Organization . Texoma Oil Field Services, Inc. is a
Nevada corporation and is duly organized, validly existing
and in good standing in Oklahoma and in all other jurisdictions in
which such qualification is required and has all requisite power
and authority to conduct its business and operate properties as now
conducted.
(b)
Capitalization . The Company’s authorized
capital consists of 1,000,000 shares of Common Stock, par value
$0.001 per share. At the date hereof, 1,000,000 shares of its
Common Stock are issued and outstanding and owned by Seller.
All the shares owned by Seller, including the Shares, have
been duly and validly issued and are fully paid and non-assessable
shares and have not been issued in violation of any preemptive or
other rights of any other person or any applicable laws.
There are no outstanding options, warrants, commitments,
calls or other rights or agreements requiring it to issue any
shares of capital stock or securities convertible into shares of
its capital stock to anyone for any reason whatsoever or which
restrict or limit the issuance or sale of the Shares.
(c)
Authorization . The execution of this Agreement and
the consummation of the other transactions contemplated hereby have
been duly authorized by Seller; no other action on each
Seller’s part is necessary in order to execute, deliver,
consummate and perform its obligations hereunder; and Seller has
all requisite authority to execute and deliver this Agreement and
consummate the transactions contemplated hereby.
(d)
Binding Effect . The execution, delivery, performance
and consummation of the transactions contemplated hereby will not
violate any obligation to which the Texoma or Seller is a party and
will not create a default thereunder; and this Agreement
constitutes a legal, valid and binding obligation of Texoma
or Seller, enforceable in accordance with its terms, except as the
enforcement may be limited by bankruptcy, insolvency, moratorium,
or similar laws affecting creditor’s rights generally and by
the availability of injunctive relief, specific performance or
other equitable remedies.
(e)
Litigation . There are no suits, actions, claims or
proceedings pending or threatened against Texoma or Seller, if
adversely decided, would have a materially adverse effect on the
Texoma’s business, results of operations, assets, prospects
or the results of operations or have a material adverse
affect upon the Shares.
(f)
No Conflicting Agreements . Neither the execution and
delivery of this Agreement nor the fulfillment of or compliance by
Texoma or by Seller with the terms or provisions thereof will
result in a breach of the terms, conditions or provisions of, or
constitute a default under, or result in a violation of, the
Texoma’s corporate charter or bylaws, or any agreement,
contract, instrument, order, judgment or decree to which Texoma or
Seller is a party or by which any of them or any of their assets is
bound, or violate any provision of any applicable law, rule or
regulation or any order, decree, writ or injunction of any court or
governmental entity which materially affects the Texoma’s
assets or business or the Shares.
(g)
Consents . No consent from or approval of any court,
governmental entity or any other person is necessary in connection
with Seller’s execution and delivery of this Agreement
and performance of Seller’s obligations hereunder or under
any other agreement to which Seller or Texoma is a party; and the
consummation of the transactions contemplated by this Agreement
will not require the approval of any entity or person in order to
prevent the termination of any material right, privilege, license
or agreement relating to Texoma or it
