EXHIBIT 10.1


 





STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”) is made effective as of March 8, 2012 by and among Bayou City Exploration, Inc.,
a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached
hereto (each, an “Investor” and collectively, the “Investors”).


WHEREAS, the Company
desires to raise capital of at least $350,000 pursuant to this Agreement (the “Offering”); and


WHEREAS, the Investors
desire to purchase, and the Company desires to sell to each Investor who desires to participate in the Offering, shares of the
Company’s common stock, $0.005 par value, (referred to herein as the “Shares”) in the number set forth
opposite such Investor’s name on Schedule A, upon the terms and conditions set forth in this Agreement;


 


NOW, THEREFORE,
in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows:


1.Purchase
and Sale of Shares; Closing. Subject to the terms and conditions of this Agreement, the initial purchase and sale of the Shares,
which must be in an aggregate principal amount of not less than $350,000, shall take place at the principal office of the Company,
at 3:00 p.m., on March 8, 2012, or such other date and time as may be mutually acceptable to the Company and the Investors (the
“Closing”). The Company shall deliver to each Investor the original stock certificate that such Investor is
purchasing at the Closing as soon as practicable upon confirmation of receipt of payment of the purchase price therefor, which
purchase price shall equal the principal amount of the Shares purchased (the “Purchase Price”) and shall be
paid in cash by each Investor by check or wire transfer to the Company unless otherwise indicated on Schedule A, pursuant
to the instructions attached hereto as Exhibit A.


2.Representations
and Warranties of the Company. The Company represents and warrants the following:


2.1Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect on its business or properties.


2.2Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement and the Shares, the performance of all obligations of the Company hereunder and under the Shares,
and the authorization, sale and issuance of the Shares being sold hereunder, has been taken or will be taken prior to the Closing.
This Agreement and the Shares constitute valid and legally binding obligations of the Company, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


2.3Capitalization.
The authorized capital stock of the Company consists of 150,000,000 shares of common stock, $0.005 par value and 5,000,000 shares
of preferred stock, $0.001 par value, of which 29,003,633 shares and 0 shares, respectively, are issued and outstanding as of
the date hereof and are fully paid and nonassessable.



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2.4Offering.
Subject in part to the truth and accuracy of each Investor’s representations set forth in Section 3 of this Agreement, the
issuance and sale of the Shares as contemplated by this Agreement are intended to be exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”).


2.5Compliance
With Other Instruments. The Company is not in material violation of any provision of its Certificate of Incorporation as amended
to date, or Bylaws nor, to its knowledge, will the execution and performance of this Agreement or the issuance of the Shares constitute
a violation or breach of any other agreement between the Company and any other person or entity.


2.6Securities
Filings. The Company’s common stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Company will take all action necessary to cause its Common Stock
to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act. The Company has filed in a timely manner all reports
required to be filed by it within the past twelve (12) calendar months with the Securities and Exchange Commission (the “SEC”)
pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein
being referred to herein as the “Company SEC Documents”). As of the time it was filed with or furnished to the
SEC: (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities
Act or Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC
Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company has not received any comments from the SEC relating to any of the Company SEC Documents that have not been fully resolved
(nor has the Company been informed that the SEC intends to review any of the Company SEC Documents).


3.Representations
and Warranties of the Investors. Each Investor, severally and not jointly, hereby represents, warrants and covenants that:


3.1Authorization.
Such Investor has full power and authority to enter into this Agreement, and this Agreement is a legal, valid and binding agreement
of such Investor, enforceable in accordance with its terms.


3.2Purchase
Entirely For Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representations
to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be
received by such Investor will be acquired for investment for such Investor’s own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling,
granting any participation in or otherwise distributing the same. By executing this Agreement, such Investor further represents
that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the Shares.


3.3Disclosure
of Information. Such Investor has received all the information it requested from the Company that is material to such Investor’s
decision to purchase the Shares. Such Investor further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects,
litigation matters, and financial condition of the Company.



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3.4Investment
Experience. Such Investor is an investor in securities of companies of this type and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that
it is capable of evaluating the merits and risks of the investment in the Shares. If other than an individual, such Investor also
represents it has not been organized for the purpose of acquiring the Shares.


3.5Accredited
Investor. Such Investor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated by the SEC
under the Securities Act.


3.6Restricted
Securities. Such Investor understands that the Shares to be purchased hereunder are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities
Act only in certain limited circumstances. In the absence of an effective registration statement covering the Shares or an available
exemption from registration under the Securities Act, the Shares must be held indefinitely. Such Investor further represents that
it is familiar with SEC Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act, including without limitation the Rule 144 condition that current information about the
Company be available to the public.


3.7Legends.
Such Investor understands and acknowledges that each stock certificate issued in connection with the Shares shall be endorsed with
the legend set forth below:


THE COMMON
STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS COMMON STOCK
IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


3.8True and
Correct Information. All information that Investor has provided or caused to be provided to the Company in connection with
the purchase of the Shares hereunder is correct and complete as of the date set forth on the Investor’s signature page of
this Agreement.


3.9Reliance.
Such Investor understands that the acceptance of this Agreement by the Company will be based, in part, on the Investor’s
representations, warranties, covenants and acknowledgements set forth in this Section 3. The Investor agrees to indemnify
the Company from any and all claims, losses, damages and expenses (including without limit attorneys’ fees and disbursements)
arising out of any alleged material breach of this Agreement by the Investor or material inaccuracy of any representation or warranty
by the Investor.


3.10Further
Limitations on Disposition. Without in any way limiting the representations set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Shares unless and until such Investor shall have notified the Company in writing
of the proposed disposition, and shall have furnished the Company with a detailed statement of the circumstances surrounding the
proposed disposition, and if requested by the Company, such Investor shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company that such disposition will not require registration under the Securities Act.



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3.11Tax Advisors.
Such Investor has reviewed with such Investor’s own tax advisors the foreign, federal, state and local tax consequences of
this investment, where applicable, and the transactions contemplated by this Agreement. Each such Investor is relying solely on
such advisors and not on any statements or representations of the Company or any of its agents and understands that each such Investor
(and not the Company) shall be responsible for such Investor’s own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.


3.12Investor
Review. Such Investor acknowledges that such Investor has had the opportunity to review this Agreement, and all exhibits attached
hereto, and the transactions contemplated by this Agreement and to consult with such Investor’s own legal counsel and advisors.
Each such Investor is relying solely on such Investor’s legal counsel, if consulted, and not on any statements or representations
of the Company or any of the Company’s agents for legal advice with respect to this investment or the transactions contemplated
by this Agreement.


4.Conditions
of Investors’ Obligations at the Closing. The obligations of each Investor with respect to the Closing are subject to
the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against
any Investor who does not consent in writing thereto:


4.1Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made on and as of the date of the Closing.


4.2Performance.
The Company shall have performed and complied with all material agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before the Closing.


5.Conditions
of the Company’s Obligations at Closing. The obligations of the Company to each Investor under this Agreement are subject
to the fulfillment on or before the Closing of each of the following conditions by that Investor:


5.1Representations
and Warranties. The representations and warranties of the Investor contained in Section 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made on and as of the Closing.


5.2Payment
of Purchase Price. The Investor shall have delivered the applicable Purchase Price as provided for in Section 1.


6.Miscellaneous.


6.1Survival.
The warranties, representations and covenants of the Investors contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing. The warranties, representations and covenants of the Company shall survive
execution and delivery of this Agreement and the Closing.


6.2Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties (including transferees of the Shares). Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.



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6.3Choice of
Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Nevada as applied to agreements
among Nevada residents entered into and to be performed entirely within Nevada. Any lawsuit or litigation arising under, out
of, in connection with, or in relation to this Agreement, any amendment hereof, or the breach hereof, shall be brought in the courts
of Bowling Green, Kentucky, which courts shall have exclusive jurisdiction over any such lawsuit or litigation.


6.4Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


6.5Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified, (ii) upon transmission when sent via e-mail; (iii) when sent by confirmed facsimile if sent during
normal business hours of the recipient, if not, then on the next business day; (iv) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (v) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent
to the address as set forth on the signature page hereof or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto.


6.6Finder’s
Fee. Each Party represents that it neither is nor will be obligated for any finders’ fee or commission in connection
with this transaction. Each Investor agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted
liability) for which such Investor or any of its officers, partners, employees or representatives is responsible.


6.7No Joint
Venture. Nothing in this Agreement shall create or be deemed to create a joint venture or partnership among the parties. Each
party agrees not to hold itself out as having any authority or as being in a relationship contrary to this Section 6.7.


6.8Expenses;
Attorneys’ Fees. Regardless of whether the Closing occurs, each party shall pay all costs and expenses that it incurs
with respect to the negotiation, execution, delivery and performance of this Agreement. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement or the Shares, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.


6.9Amendments
and Waivers. Except as otherwise provided in this Agreement, any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the holders of the Shares.


6.10Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement to the minimum extent necessary to comply with the laws of the relevant jurisdiction and the balance of the
Agreement shall be interpreted as if such provision were so excluded in such jurisdiction and shall be enforceable in accordance
with its terms.


6.11Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties.


6.12Counterparts.
This Agreement may be executed in two (2) or more original or facsimile counterparts all of which together shall constitute one
and the same instrument.


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BLANK]



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IN WITNESS WHEREOF,
the parties have executed this Stock Purchase Agreement as of the date first above written.





COMPANY:





	 	 	
        Bayou
        City Exploration, Inc., 

        a Nevada Corporation

         

         

        By: __________________________

        Stephen C. Larkin

        Chief Financial Officer

         

	 	Address:	
        Bayou City Exploration, Inc.

        Attention: Chief Financial Officer

        632 Adams Street, Suite 700

        Bowling Green, Kentucky 42101

	 	E-mail:	larkin@blueridgegroup.com


 


INVESTORS:


 


	 	Investor:	
        ______________________________

        Charles T. Bukowski, Jr.

         

	 	Address:	
        Charles T. Bukowski, Jr.

        15822 Rose Pine Court

        Cypress, Texas 77429

        

	 	E-mail:	Charlie@beachcomberoil.com


 








	 	Investor:	
        ______________________________

        Travis N. Creed

         

	 	Address:	
        Travis N. Creed

        1424 Rivergreen Lane

        Bowling Green, Kentucky 42103

        

	 	E-mail:	travis@blueridgegroup.com


 



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	 	Investor:	
        ______________________________

        Stephen C. Larkin


  

	 	Address:	
        Stephen C. Larkin

        830 Covington Grove Boulevard

        Bowling Green, Kentucky 42104

	 	E-mail:	larkin@blueridgegroup.com


  








	 	Investor:	
        ______________________________


Robert D. Burr

         

        ______________________________

        Doris R. Burr


 

	 	Address:	
        Robert D. and Doris B. Burr

        1314 Fairview Avenue

        Bowling Green, Kentucky 42101

	 	E-mail:	rburr228@gmail.com


  


	 	Investor:	
        ______________________________

        Danny W. Looney


  

	 	Address:	
        Danny W. Looney

        5969 Campus Court

        Plano, Texas 75093

	 	E-mail:	dlooney@sbcglobal.net


 


	 	Investor:	
        ______________________________


Harry J. Peters


  

	 	Address:	
        Harry J. Peters

        902 Three Wood Circle

        Bowling Green, Kentucky 42103

	 	E-mail:	harrypeters@blueridgegroup.com


 



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	 	Investor:	
        ______________________________


Robert D. Shallow


  

	 	Address:	
        Robert D. Shallow

        182 S. Bear Lake Road

        North Muskegon, Michigan 49442

	 	E-mail:	lionbobmi@aol.com


  


	 	Investor:	
        G2 International, Inc.

         

         

        By:____________________________

        Name:__________________________

        Title:___________________________


  

	 	Address:	
        G2 International, Inc.




        Attention:_______________________

        1810 Three Galleria Tower

        13155 Noel Road

        Dallas, Texas 75240

	 	E-mail:	gust@g2usainc.com


 



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Schedule A


Schedule of
Investors


 


	Investor	Shares in Offering	Consideration
	Charles
    T. Bukowski, Jr.	3,000,000	$	15,000
	Travis N. Creed	3,000,000	$	15,000
	Stephen C. Larkin	26,000,000	$	130,000
	Robert D. and Doris R. Burr	28,500,000	$	142,500
	Danny W. Looney	1,000,000	$	5,000
	Harry J. Peters	3,000,000	$	15,000
	Robert D. Shallow	1,000,000	$	5,000
	G2 International, Inc.	4,500,000	$	22,500*


 


*Represents settlement
of outstanding invoices for services rendered to the Company.


 



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EXHIBIT A


BAYOU CITY EXPLORATION, INC. WIRE INSTRUCTIONS


 


Wire to: Monticello Bank


1840 Cave Mill Road


Bowling Green, KY 42101


ABA No: 083902581


 


 


Credit to:


Bayou City Exploration, Inc.


632 Adams Street


Bowling Green, KY 42101


Acct. No.: 0503258


 


 


 


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