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EXHIBIT 10.1
GMX RESOURCES
One Benham Place
9400 North Broadway, Suite 600
Oklahoma City, OK 73114
Phone: 600-0711 Fax: 600-0600
Jon Stromberg
RE: GMX RESOURCES - COMMON STOCK
Dear Jon:
The purpose of this letter is to confirm our agreement as of February 15,
2000, relating to payment of a portion of your fees for engineering services to
GMX Resources, Inc. ("GMX") in GMX Common Stock.
You have invoiced GMX for engineering services from February 18, 1999
through February 1, 2000 in the aggregate amount of $101,318, 50% of which has
been paid in cash by GMX. The remaining 50% of such invoices in the amount of
$50,659 will be paid by the issuance of 6,754 shares of common stock of GMX.
The shares of GMX common stock issued to you shall be subject to the
following terms and conditions until such time as GMX shall close a public
offering of its common stock:
1. You shall not have any right to vote the shares issued. By
execution hereof, you hereby grant to Ken L. Kenworthy, Jr., the President
and Chief Executive Officer of GMX, an irrevocable proxy to vote any and
all of such shares or execute shareholder consents, in his sole and
exclusive discretion, with the full power of substitution and in the event
of the death or incapacity of Ken L. Kenworthy, Jr., Ken L. Kenworthy, Sr.
shall be deemed to be substituted in his stead as the proxy hereunder. This
irrevocable proxy is granted in consideration of GMX issuing shares to you
and is deemed to be coupled with an interest.
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2. If the other shareholders of GMX elect to sell their shares of GMX
or to vote in favor of a sale of assets, merger or other reorganization of
GMX, you shall be obligated to participate in such sale or transaction and
receive the same consideration per share being paid for the shares of GMX
common stock to the other holders thereof.
3. The shares of common stock issued to you shall not be transferable
to any other person without the consent of GMX except in the event of death
or incapacity and in such event the restrictions and terms contained herein
shall continue to apply to any successor in interest.
You represent and warrant to GMX and its officers, directors and
shareholders that you are acquiring the shares of GMX common stock for
investment, solely for your account, with the intention of holding such shares
for investment and without any intention of participating directly or indirectly
in any redistribution or resale of any portion of such shares in violation of
the Securities Act of 1933 as amended ("1933 Act") or any state securities law.
You acknowledge that the shares of common stock in GMX have not been registered
under the 1933 Act and GMX is under no obligation to do so. You acknowledge and
agree that the certificates for the shares of common stock issued to you will
contain a legend setting forth the restrictions on transfer arising as a result
of the non-registration under the 1933 Act and as a result of the other
restrictions on transfer contained above. You further represent and warrant that
you have had access to all information that you may deem necessary about GMX or
its properties or prospects to enable you to make an informed decision about
accepting payment for your services in shares of GMX common stock.
You acknowledge and agree that the shares issued to you pursuant to this
letter agreement constitute payment for services rendered and taxable income to
you. The value of such shares shall be includable in a Form 1099 which will be
issued by GMX to you for payments made to you in each calendar year using the
value of the shares as prescribed herein. You shall indemnify GMX for any
liability, damages, loss, costs, or expense arising out of the share value used
for such reporting.
This letter agreement shall impose no obligation on GMX to continue to
engage you to provide engineering services to GMX, nor shall such agreement wave
any rights of GMX to negotiate or contest any invoices received from you for
services rendered.
If the foregoing accurately sets forth our agreement, please so indicate in
the space provided below and return a copy of this signed letter to GMX.
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Very truly yours,
/s/ Ken L. Kenworthy, Jr.
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Ken L. Kenworthy, Jr.
President
Accepted and agreed to effective as of the 15th day of February, 2000.
By: /s/ Jon Stromberg
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Jon Stromberg
