Exhibit 10.1
EXECUTION COPY
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 25, 2006, by
and among Apollo Resources International, Inc., a Utah corporation, with its
corporate headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas
75205 (the "Company"), and the investors listed on the Schedule of Buyers
attached hereto (individually, a "Buyer" and collectively, the "Buyers").
WHEREAS:
A.
The Company and each Buyer are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and
Rule 506 of Regulation D ("Regulation D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the 1933 Act.
B.
The Buyer wishes to purchase, and the Company wishes to sell, upon
the terms and conditions stated in this Agreement, (i) that aggregate number of
shares (the "Common Shares") of the Common Stock, par value $0.001 per share, of
the Company (the "Common Stock"), set forth opposite such Buyer's name in column
(3) on the Schedule of Buyers attached hereto (which aggregate amount for all
Buyers shall be 13,157,895 and (ii) warrants, in substantially the form attached
hereto as Exhibit A (the "Warrants"), to acquire up to that number of additional
shares of Common Stock set forth opposite such Buyer's name in column (4) of the
Schedule of Buyers (as exercised, collectively, the "Warrant Shares").
C.
Contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement, substantially in the form attached hereto as Exhibit B (the
"Registration Rights Agreement"), pursuant to which the Company will agree to
provide certain registration rights with respect to the Registrable Securities
(as defined in the Registration Rights Agreement) under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws.
D.
The Common Shares, the Warrants and the Warrant Shares
collectively are referred to herein as the "Securities".
NOW, THEREFORE, the Company and each Buyer hereby agree as follows:
1.
PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.
(A)
PURCHASE OF COMMON SHARES AND WARRANTS.
(I)
COMMON SHARES AND WARRANTS.
SUBJECT TO THE SATISFACTION (OR
WAIVER) OF THE CONDITIONS SET FORTH IN SECTIONS 6 AND 7 BELOW, ON THE CLOSING
DATE (AS DEFINED BELOW), THE COMPANY SHALL ISSUE AND SELL TO EACH BUYER, AND
EACH BUYER SEVERALLY, BUT NOT JOINTLY, SHALL PURCHASE FROM THE COMPANY THE
NUMBER OF COMMON SHARES AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (3)
ON THE SCHEDULE OF BUYERS ALONG WITH
WARRANTS TO
ACQUIRE UP TO THAT NUMBER OF WARRANT SHARES AS IS SET FORTH OPPOSITE SUCH
BUYER'S NAME IN COLUMN (4) ON THE SCHEDULE OF BUYERS (THE "CLOSING").
(II)
CLOSING.
THE DATE AND TIME OF THE CLOSING (THE "CLOSING DATE")
SHALL BE 10:00 A.M., NEW YORK CITY TIME, ON JULY 26, 2006 (OR SUCH OTHER DATE AS
IS MUTUALLY AGREED TO BY THE COMPANY AND EACH BUYER) AFTER