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Exhibit 10.7 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT

Stock Subscription Agreement

Exhibit 10.7 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT | Document Parties: Gibbs Construction, Inc | Thacker Asset Management, LLC You are currently viewing:
This Stock Subscription Agreement involves

Gibbs Construction, Inc | Thacker Asset Management, LLC

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Title: Exhibit 10.7 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
Governing Law: Texas     Date: 12/8/2006
Industry: Construction Services     Sector: Capital Goods

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Exhibit 10.7

STOCK PURCHASE AND SUBSCRIPTION AGREEMENT

THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT is entered into as of this
fifteenth day of August 2006 (this "Agreement"), by and between Gibbs
Construction, Inc., a Texas corporation ("Gibbs" or the "Company"), Thacker
Asset Management, LLC, a Texas Limited Liability Company and Thacker Resources,
Inc., a Texas corporation ("each collectively referred to herein as "Thacker"
each of said Thacker entities a "Seller" and collectively the "Sellers"), on the
one hand, and Steven L. Sample, an individual residing in the state of Florida
("Sample" or the "Purchaser"), on the other hand. Each of Gibbs, the Sellers,
and the Purchaser may be referred to as a "Party" and collectively as the
"Parties."

WHEREAS, on the Closing Date (as defined in Section 2.1) the Sellers owns
5,500,000 shares (the "Shares") of common stock, par value $0.01 per share of
the Company (the "Common Stock"); and

WHEREAS, the Purchaser desires to purchase from the Sellers, and the
Sellers desire to sell to the Purchaser, the Shares (the "Purchased Securities")
upon the terms and conditions set forth in this Agreement; and

WHEREAS, Gibbs desires to issue certain Common Stock and Preferred Stock
to Sample for investments made and to be made in the Company;

NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained in this Agreement, the Parties hereby agree as follows:

ARTICLE 1

SALE OF THE PURCHASED SECURITIES

Section 1.1 Sale of the Purchased Securities. Subject to the terms and
conditions set forth in this Agreement, Sellers agree to sell, transfer and
assign to the Purchaser or his assigns and the Purchaser and his assigns agrees
to purchase from the Seller, the Purchased Securities, 5,500,000 shares of
Common Stock for an aggregate purchase price of $65,000 (the "Purchase Price").

Section 1.2 Allocation of the Purchase Price. The Purchase Price will be
paid to Thacker.

Section 1.3 Acquisition of Shares from Gibbs. Sample agrees to invest at
least $20,000 to discharge the obligations of Gibbs in bankruptcy proceedings
and with the stock transfer agent and Gibbs agrees to sell and issue to Sample
500,000 shares of Series A Preferred Stock, the various terms conditions and
relative rights and preferences being set forth on Schedule 1.3 hereof and
8,117,500 shares of Common Stock. Sample agrees to provide the capital such that
Gibbs can arrange to have its filings with the United Securities and Exchange
Commission brought current.

Section 1.4 Proxies. Seller shall deliver in favor of the Purchaser
irrevocable proxies for 5,500,000 shares of Common Stock until such time as the
Shares can be delivered to Purchaser or his assigns and shall use its best
efforts to assist in the purchase of 500,000 additional shares of Common Stock
for $0.01 per share.

ARTICLE 2

CLOSING AND DELIVERY

Section 2.1 Closing Date. Upon the terms and subject to the conditions
set forth herein, the consummation of the purchase and sale of the Purchased
Securities (the "Closing") shall be held on August __, 2006, or at a time
mutually agreed upon between the constituent Parties (the "Closing Date"). The
Closing shall take place at the law offices of Robert A. Forrester, 1215
Executive Drive West, Suite 102, Richardson, TX 75081 or by the exchange of
documents and instruments by mail, courier, telecopy and wire transfer to the
extent mutually acceptable to the Parties hereto.
<PAGE>

Section 2.2 Delivery at Closing. At the Closing, the Sellers shall
deliver to the Purchaser or Purchaser's assigns stock certificate or
certificates representing the Shares, duly endorsed for transfer to the
Purchaser, as applicable, and accompanied by, (i) if required by the Company's
transfer agent, an opinion of counsel reasonably acceptable to the Company, the
Purchaser and the Company's transfer agent; (ii) stock powers or other
instruments of transfer duly executed by the Seller or registered owner thereof,
with signature medallion guaranteed; and (iii) proxies for the Shares in favor
of Purchaser at the Closing; and Gibbs shall deliver (i) to Purchaser
certificates of Series A Preferred Stock issued in the name of Sample; and (ii)
to Purchaser certificates for 8,117,500 shares of Common Stock. Said delivery of
Preferred Shares and 8,117,500 shares of Common Stock shall occur as soon after
closing as the Company's charter can be amended to effect such issuance without
being ultra vires.

ARTICLE 3

VARIOUS REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

Section 3.1 Existence and Power. Gibbs represents that Gibbs is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Texas and has all corporate powers and all governmental
licenses, authorizations, permits, consents and approvals required to carry on
its business as now conducted. Gibbs has heretofore delivered to the Purchaser
true and complete copies of the Certificate of Incorporation, as amended, and
By-laws, each as currently in effect. If Gibbs is not in good standing in the
State of Texas, Sample shall arrange to accomplish such status.

Section 3.2 Sellers Authorization; No Agreements. Sellers represent and
warrant that the execution, delivery and performance by Sellers of this
Agreement, the performance of their obligations hereunder, and the consummation
of the transactions contemplated hereby are within the Sellers' powers. Sellers
have full legal capacity to execute and deliver this Agreement and perform their
obligations hereunder. This Agreement has been duly and validly executed and
delivered by the Sellers and is a legal, valid and binding obligation of the
Sellers, enforceable against Sellers in accordance with its terms. The
execution, delivery and performance by the Sellers of this Agreement does not
violate any contractual restriction contained in any agreement which binds or
affects or purports to bind or affect the Sellers. The Sellers are not a party
to any agreement, written or oral, creating rights in respect of any of the
Purchased Securities on the part of any third party or relating to the voting of
the Shares. As of the Closing, Buyers will be the lawful owner of the Purchased
Securities, free and clear of all security interests, liens, encumbrances,
equities and other charges other than a security interest and creditor's lien
held by Baker # 1, Ltd which will be released upon delivery of the proceeds to
Baker # 1, Ltd. Sellers further represent that they do not beneficially own
any options or warrants or other rights to purchase shares of the Common Stock.
As of the Closing, there will not be any outstanding or authorized options,
warrants, rights, calls, commitments, conversion rights, rights of exchange or
other agreements of any character, contingent or otherwise, providing for the
purchase, issuance or sale of any of the Shares, or any arrangements that
require or permit any of the Shares to be voted by or at the discretion of
anyone other than the Sellers, and there are no restrictions of any kind on the
transfer of any of the Shares other than (a) restrictions on transfer imposed by
the Securities Act of 1933, as amended (the "Securities Act") and (b)
restrictions on transfer imposed by applicable state securities or "blue sky"
laws.

Section 3.3 Company Authorization; No Agreements. The Company represents
and warrants that the execution, delivery and performance by the Company of this
Agreement, the performance of its obligations hereunder, and the consummation of
the transactions required of it that are contemplated hereby are within the
Company's powers. The Company has full legal capacity to execute and deliver
this Agreement and perform its obligations hereunder. This Agreement has been
duly and validly executed and delivered by the Company and is a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms. The execution, delivery and performance by the Company of this
Agreement does not violate any contractual restriction contained in any
agreement which binds or affects or purports to bind or affect Gibbs.
<PAGE>

Section 3.4 Capitalization. The Company represents and warrants that:

(a) The authorized capital stock of the Company consists of
15,000,000 shares of the Common Stock, par value $0.01 per share, of
which approximately 8,060,000shares will be issued as of the Closing.
All of the outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and nonassessable
and were not issued in violation of any preemptive or similar rights.
All of the issued and outstanding shares of capital stock of the
Company have been offered, issued and sold by the Company in compliance
with all applicable federal and state securities laws. No securities of
the Company are entitled to preemptive or similar rights, and no
person, natural or otherwise ("Person"), has any right of first
refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated hereby. There are no
outstanding options, warrants, script rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving
any Person any right to subscribe for or acquire, any shares of the
Common Stock, or contracts, commitments, understandings or arrangements
by which the Company is or may become bound to issue additional shares
of the Common Stock, or securities or rights convertible or
exchangeable into shares of the Common Stock. The issuance and sale of
the Shares will not obligate the Company to issue shares of the Common
Stock or other securities to any Person (other than the Purchaser) and
shall not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under such
securities.

(b) As of the Closing, there will not be any outstanding
obligations, contingent or otherwise, of Gibbs to redeem, purchase or
otherwise acquire or issue any capital stock or other securities of
Gibbs except as specified herein.

(c) There are no shareholder agreements, voting trusts or other
agreements or understandings to which Gibbs or Thacker is a party or by
which either of them are bound relating to the voting of any shares of
the capital stock of Gibbs.

(d) The Series A Preferred Stock, when delivered in accordance
with the terms of this Agreement, shall be validly issued, fully paid
and non-assessable and the Shares shall not be subject to any lien,
charge, security interest or other encumbrance or preemptive or other
similar right.

Section 3.5 Subsidiary. The Company represents and warrants that as of
the Closing, Gibbs will have no subsidiaries.

Section 3.6 Liabilities or Debts. The Company represents and warrants
that as of the Closing, there will be no liabilities or debts of Gibbs of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, and there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a liability
or debt. The Company has no employees. The Company does have an obligation to
American Stock Transfer and Trust in the amount of $20,950 which, although
discharged, will have to be paid to obtain a stockholder list.

Section 3.7 Litigation. The Company represents and warrants that there is
no (a) action, suit, investigation, audit or proceeding pending against, or, to
the best knowledge of the Sellers and Gibbs, threatened or contemplated against
or affecting Gibbs or any of its assets or properties before or by any court or
arbitrator or any governmental body, agency or official or (b) injunction,
outstanding judgment, restraining order, decree or other order of any nature to
which the Company is or may be subject or to which the business, assets or
property of the Company is or may be subject. The Company is not in default with
respect to any order, writ, injunction, decree, ruling or decision of any court,
commission, board or any other government agency. The Securities and Exchange
Commission (the "Commission")
<PAGE>

has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company under the Exchange Act or the
Securities Act.

Section 3.8 Taxes. The Company represents and warrants that Gibbs has (i)
duly filed with the appropriate taxing authorities all tax returns required to
be filed by or with respect to its business, and all such duly filed tax returns
are true, correct and complete in all material respects in relation to any and
all applicable taxes, fees, levies, duties, tariffs, imposts, and other charges
of any kind (together with any and all interest, penalties, additions to tax and
additional amounts imposed with respect thereto) imposed by any government or
taxing authority, including taxes or other charges on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth; taxes or other charges in the nature of
excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes;
license, registration and documentation fees; and customs' duties, tariffs, and
similar charges, and (ii) paid in full. There are no liens for taxes upon the
assets of Gibbs. Gibbs has not received any notice of audit, is not undergoing
any audit of its tax returns, and has not received any notice of deficiency or
assessment from any taxing authority with respect to liability for taxes which
has not been fully paid or finally settled. There have been no waivers of
statutes of limitations by Gibbs with respect to any tax returns. Gibbs has not
filed a request with the Internal Revenue Service for changes in accounting
methods within the last three years which change would affect the accounting for
tax purposes, directly or indirectly, of its business. Gibbs has not executed an
extension or waiver of any statute of limitations on the assessment or
collection of any taxes due (excluding such statutes that relate to years
currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect.

Section 3.9 Indebtedness. The Company represents and warrants that based
on the financial condition of the Company as of the Closing Date, the Company
has no assets or liabilities and will have been discharged from any proceeding
in bankruptcy. The Company is not in default with respect to any Indebtedness.
At the Closing, there will be no outstanding liabilities, obligations or
indebtedness of the Company other than disclosed in this Agreement.

Section 3.10 Finders. The Company and the Sellers acknowledge that Robert
A. Forrester will receive $10,000 of the sales fee. The Sellers acknowledge that
he is an attorney, has represented both the Company and the Purchaser and waive
any conflict he may have with respect to this transaction. The Company
acknowledges that it has previously engaged Robert A. Forrester as counsel, that
he has represented the Purchaser in this transaction, that he will receive a fee
for non-legal aspects of this transaction and waives any conflict he may have
with respect to this transaction.

Section 3.11 Disclosure.

(a) The Company represents and warrants that all disclosures
provided by it to the Purchaser regarding the Company, its business and
the transactions contemplated hereby, furnished by or on behalf of the
Company with respect to the representations and warranties made by the
Company, are true and correct with respect to such representations and
warranties and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they
were made, not misleading.

(b) The Sellers represent and warrant that all disclosures
provided by it to the Purchaser regarding the Company or the Sellers,
its or their business and the transactions contemplated hereby, with
respect to the representations and warranties made by it or them are
true and correct with respect to such representations and warranties and
do not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.
<PAGE>

Section 3.12 No Disagreements with Accountants and Lawyers. The Company
represents and warrants that there are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the
accountants and lawyers formerly or presently employed by the Company and the
Company is current with respect to any fees owed to its accountants and lawyers.

Section 3.13 No Conflicts. The Company represents and warrants that the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company's Certificate or Articles of Incorporation, By-laws or
other organizational or charter documents; (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of
any agreement, credit facility, debt or other instrument (evidencing a Company
debt or otherwise) or other understanding to which the Company is a party or by
which any property or asset of the Company is bound or affected; and (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Company is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company is bound or
affected.

Section 3.14 Filings, Consents and Approvals.

(a) The Company represents and warrants that the Company is not
required to obtain any consent, waiver, authorization or order of any
court or other federal, state, local or other governmental authority or
other Person in connection with the execution, delivery and performance
of this Agreement.

(b) The Seller represents and warrants that the Seller is not
required to obtain any consent, waiver, authorization or order of any
court or other federal, state, local or other governmental authority or
other Person in connection with the execution, delivery and performance
of this Agreement.

Section 3.15 Compliance. The Company represents and warrants that the
Company: (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company under), nor has the Company received
notice of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is not in violation of any
order of any court, arbitrator or governmental body and (iii) is not and has not
been in violation of any statute, rule or regulation of any governmental
authority.

Section 3.16 Transactions With Affiliates and Employees. The Company
represents and warrants that except as required to be set forth in the SEC
Reports, none of the officers or directors of the Company and,


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