Exhibit 10.45 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of June 28, 1996 by and between Reddi Brake Supply Corporation, a Nevada corporation ("Purchaser"), and Allen J. Sheerin ("Seller"). A. Seller...Stock Purchase Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
1 Exhibit 10.49 Addendum to Amended and Restated Promissory Note dated April 7, 1994 by and between Allen J. Sheerin, as Maker, and Reddi Brake Supply Company, Inc. (formerly known as Wesco Auto Parts, Inc.), a California corporation, as Holder (the...Promissory Note • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • Nevada
Exhibit 10.38 SEPARATION AGREEMENT This SEPARATION AGREEMENT (the "Agreement") is made and entered into as of February 7, 1996, and is by and between REDDI BRAKE SUPPLY CORPORATION, A NEVADA CORPORATION ("Company"), on the one hand, and WILLIAM S....Separation Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
1 Exhibit 10.47 FIRST AMENDMENT TO ESCROW AGREEMENT (THE "AMENDMENT") June 28, 1996 Corporate Stock Transfer, Inc. Republic Plaza 370 17th Street, Suite 2350 Denver, Colorado 80202 Attention: Ms. Carylyn Bell Ladies and Gentlemen: Reference is hereby...Escrow Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts
1 Exhibit 10.40 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 15th day of February, 1996, by and between Reddi Brake Supply Corporation, a Nevada corporation ("Employer"), and Richard McGorrian ("Employee"),...Employment Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
1 Exhibit 10.46 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") dated as of June 28, 1996 is entered into by and between REDDI BRAKE SUPPLY CORPORATION, a Nevada corporation (the "Company"), and Allen J. Sheerin...Registration Rights Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
Lease No. 12966 MASTER LEASE AGREEMENT ("Master Agreement") made as of Sept. 13, 1996 between DATA GENERAL CORPORATION, a Delaware corporation with a principal place of business at 4400 Computer Drive, Westboro MA 01580 ("Lessor") and Reddi Brake...Master Lease Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • Massachusetts
ARTICLE IAsset Purchase Agreement • March 22nd, 2000 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
2 3 agreements, proxies, voting trust agreements, encumbrances, options, charges and restrictions (collectively, "Encumbrances"). Each has the full right, power and authority to sell, convey, transfer and deliver his Shares, without obtaining the...Stock Purchase Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
Exhibit 10.52 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR...Stock Option Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
1 Exhibit 10.43 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") dated as of May 28, 1996 is entered into by and among REDDI BRAKE SUPPLY CORPORATION, a Nevada corporation (the "Company"), and Allen J. Sheerin...Registration Rights Agreement • October 15th, 1996 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • California
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 2nd, 2009 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 27th day of May, 2009 by, between and among America West Resources, Inc., a Nevada corporation (the “Company”), and each of Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTBOF”), Thomas Murch, an individual (“Murch”), James J. Moore, an individual (“Moore”) and John A. Meeks, an individual (“Meeks”) (Denly, JTBOF, Murch, Moore and Meeks, together with any subsequent holders of any of the Investors’ Common Stock, are sometimes referred to in this Agreement, collectively, as the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • Utah
This EMPLOYMENT AGREEMENT (the "Agreement"), is effective as of December 28, 2007, by and between REDDI BRAKE SUPPLY COMPANY ("Employer"), and DAN R. BAKER (the "Executive").
E-54Lease Agreement • March 22nd, 2000 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 28th, 2007 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • Nevada
THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of December 21, 2007 (AAgreement@), is executed in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 and, if applicable, the rules promulgated under Regulation D by the Securities and Exchange Commission (ASEC@), under the Securities Act of 1933, as amended.
AMENDMENT NO. 1 TO THE LOAN AGREEMENTLoan Agreement • November 6th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment or has caused this Amendment to be executed on its behalf by a representative duly authorized, all as of the date first above set forth.
Engagement AgreementEngagement Agreement • December 28th, 2007 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts
This Engagement Agreement (the “Agreement”) is made and entered into this 21th day of December, 2007 between Reddi Brake Supply Company, (“Client”) with offices at 57 West 200 South, Suite 400, Salt Lake City, Utah 84101, and Marathon Advisors LLC (“Consultant”). This agreement sets forth the general terms and conditions pursuant to which Consultant will provide services to Client.
LOAN AGREEMENT Dated as of May 27, 2009 AMONG DENLY UTAH COAL, LLC JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, L.P. THOMAS MURCH JAMES MOORE and JOHN MEEKS (Lenders) AND AMERICA WEST SERVICES, INC. (Borrower) and AMERICA WEST RESOURCES, INC. (Guarantor)Loan Agreement • June 2nd, 2009 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
THIS LOAN AGREEMENT is dated and effective on and as of May 27, 2009, by and among Denly Utah Coal, LLC, a Texas limited liability company ("Denly"), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership ("JTF"), Thomas Murch ("Murch"), James Moore ("Moore") and John Meeks ("Meeks") (Denly, JTF, Murch, Moore and Meeks are hereinafter collectively referred to as the "Lenders"), America West Services, Inc., a Nevada corporation (the "Borrower"), America West Resources, Inc., a Nevada corporation (the "Guarantor"), and JTF as collateral agent for itself and the other Lenders (in such capacity, together with its successors in such capacity, the "Collateral Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2009 • America West Resources, Inc. • Bituminous coal & lignite mining • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this 27th day of May, 2009 is made by and among America West Resources, Inc., a Nevada corporation, (the “Company”), Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTBOF”), Thomas Murch, an individual (“Murch”), James J. Moore, an individual (“Moore”) and John A. Meeks, an individual (“Meeks”) (Denly, JTBOF, Murch, Moore and Meeks, collectively referred to as the “Investors”).
SHARE EXCHANGE AGREEMENT by and among Hidden Splendor Resources, Inc. a Nevada corporation and the shareholders of Hidden Splendor Resources, Inc., on the one hand; and Reddi Brake Supply Corp., a Nevada corporation, and the Majority Shareholder of...Share Exchange Agreement • August 13th, 2007 • Reddi Brake Supply Corp • Wholesale-motor vehicle supplies & new parts • Nevada
This Share Exchange Agreement, is effective as of August 10, 2007 (this “Agreement”), by and among the shareholders of Hidden Splendor Resources, Inc., a Nevada corporation (“HSR”), listed on Schedule I attached (each, an “HSR Shareholder,” collectively, the “HSR Shareholders”), on the one hand; and Reddi Brake Supply Corp., a publicly traded Nevada corporation (OTCBB: RDDI.OB) (“RDDI”), and Michael Zwebner, a controlling shareholder of RBSC (“RDDI Shareholder”) on the other hand.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 5th, 2011 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
This Amended and Restated Security Agreement (the “Agreement”) is dated effective as of March 31, 2011, and is made by America West Resources, Inc, a Nevada corporation (“AWR”) and its wholly-owned subsidiary, America West Services, Inc., a Nevada corporation (“AWS”) (with AWR and AWS sometimes collectively referred to as “Debtors”), in favor of Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTBOF1”) and John Thomas Bridge and Opportunity Fund II, L.P., a Delaware limited partnership (“JTBOF2”)(with Denly, JTBOF1 and JTBOF2 sometimes referred to collectively as the “Lenders”) and Denly, as Collateral Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”) (collectively, the Lenders and Collateral Agent are hereinafter referred to as the “Secured Parties”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • April 5th, 2011 • America West Resources, Inc. • Bituminous coal & lignite mining
This Amendment No. 1 to Loan Agreement (this “Amendment”) dated March 31, 2011, amends that certain Loan Agreement (as amended, modified, restated or replaced, from time to time, the "Loan Agreement") dated February 11, 2011, by and among Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTBOF1”) and John Thomas Bridge and Opportunity Fund, L.P. II, a Delaware limited partnership (“JTBOF2”) (JTBOF1 and JTBOF2 being referred to, collectively, as “JTBOF”) (Denly and JTBOF being referred to, collectively, as “Lenders”), America West Resources, Inc., a Nevada corporation (“Borrower”) and America West Services, Inc., a Nevada corporation (“Guarantor”), and Denly as collateral agent for itself and JTBOF (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
ROYALTY ASSIGNMENT AND AGREEMENT, GRANT OF SECURITY INTEREST AND FINANCING STATEMENTRoyalty Assignment and Agreement • June 2nd, 2009 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Fund”), DENLY UTAH COAL, LLC, a Texas limited liability company (“Denly”), THOMAS MURCH (“Murch”), JAMES J. MOORE (“Moore”), and JOHN MEEKS (“Meeks”) (collectively the “Grantees”).
AMENDMENT NO. 2 TO ROYALTY ASSIGNMENT AND AGREEMENTRoyalty Assignment and Agreement • April 5th, 2011 • America West Resources, Inc. • Bituminous coal & lignite mining
This Amendment No. 2 to Royalty Assignment and Agreement dated February 11, 2011 (the “Amendment”) amends that certain that certain Royalty Assignment and Agreement, Grant of Security Interest and Financing Statement dated May 27, 2009, as amended by that certain Amendment No. 1 to Royalty Agreement dated October 23, 2009, (collectively, the “Royalty Agreement”) by and among Hidden Splendor Resources, Inc. (“Grantor”), Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTF” or “Fund”), Thomas Murch (“Murch”), James Moore (“Moore”) and John Meeks (“Meeks”) (Denly, JTF, Murch, Moore and Meeks are hereinafter collectively referred to as the “Grantees”). Unless otherwise specifically defined herein, the terms used in this Amendment have the same meanings given such terms in the Royalty Agreement.
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made effective this July 10, 2008, amends that certain Employment Agreement, dated December 28, 2007, by and between America West Resources, Inc. (the “Employer”) and Alexander H. Walker III (“Executive”).
LOAN AGREEMENT Dated as of February 11, 2011 AMONG DENLY UTAH COAL, LLC. JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, L.P. AND JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, L.P. II (Lenders) AND AMERICA WEST RESOURCES, INC. (Borrower) AND AMERICA WEST...Loan Agreement • April 5th, 2011 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
THIS LOAN AGREEMENT is dated and effective on and as of February 11, 2011, by and among Denly Utah Coal, LLC, a Texas limited liability company (“Denly”), John Thomas Bridge and Opportunity Fund, L.P., a Delaware limited partnership (“JTBOF1”) and John Thomas Bridge and Opportunity Fund, L.P. II, a Delaware limited partnership (“JTBOF2”) (JTBOF1 and JTBOF2 being referred to, collectively, as “JTBOF”) (Denly and JTBOF being referred to, collectively, as “Lenders”), and America West Resources, Inc., a Nevada corporation (“Borrower”) and America West Services, Inc., a Nevada corporation (“Guarantor”), and Denly as collateral agent for itself and JTBOF (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
AMENDMENT NO. 2 TO THE LOAN AGREEMENTLoan Agreement • December 9th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
This AMENDMENT NO. 2 TO THE LOAN AGREEMENT (this “Amendment”) is made effective this December 1, 2008, amends that certain Loan Agreement (the “Loan Agreement”), dated October 9, 2008, as previously amended, by and among Denly ACI Partners, Ltd., a Texas limited partnership (the “Partnership”), and Dennis C. von Waaden, and Sally A. von Waaden, as Co-Trustees ofThe von Waaden 2004 Revocable Trust (the “Trust”), and America West Resources, Inc., a Nevada corporation (the “Borrower”). The Partnership and the Trust are hereinafter collectively referred to as the “Lenders”).
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made effective this July 10, 2008, amends that certain Employment Agreement, dated December 28, 2007, by and between America West Resources, Inc. (the “Employer”) and Dan Baker (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2009 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
This EMPLOYMENT AGREEMENT (the "Agreement"), is effective as of January 15, 2009, by and between AMERICA WEST RESOURCES, INC. ("Employer"), and JOHN E. DURBIN (the "Executive").
COLLATERAL ASSIGNMENT OF ESCROW AGREEMENT AND ESCROW FUNDSCollateral Assignment of Escrow Agreement and Escrow Funds • October 16th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
COLLATERAL: All of Debtor=s right, title, interest, claim and demand (but not Debtor=s duties or obligations) in and to the following described contracts and all payments (direct or indirect, whether in cash or otherwise), distributions, and rights to payment of every kind under and by virtue of (i) that certain Escrow and Account Control Agreement dated as of October 9, 2008, by and among the Debtor; and Wells Fargo Bank, National Association (as Escrow Agent), as now or hereafter amended or modified (the “Escrow Agreement”), and (ii) all accounts and general intangibles consisting of, relating to or otherwise arising out of the Escrow Agreement and Debtor’s right, title, interest, or claim (but not Debtor’s duties or obligations) in and to the Escrow Property (as defined therein) and all payments, distributions, and rights to payment of every kind, under and by virtue of the Escrow Agreement.
AMENDMENT NO. 1 TO THE COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 9th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining
LOAN AGREEMENT Dated as of October 9, 2008 AMONG DENLY ACI PARTNERS, LTD. AND THE VON WAADEN 2004 REVOCABLE TRUST (Lenders) AND AMERICA WEST RESOURCES, INC. (Borrower)Loan Agreement • October 16th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining • Utah
THIS LOAN AGREEMENT is dated and effective on and as of October 9, 2008, by and among Denly ACI Partners, Ltd., a Texas limited partnership (the "Partnership"), and Dennis C. von Waaden, and Sally A. von Waaden, as Co-Trustees ofThe von Waaden 2004 Revocable Trust (the "Trust"), and America West Resources, Inc., a Nevada corporation (the "Borrower"). The Partnership and the Trust are hereinafter collectively referred to as the "Lenders").
AMENDMENT NO. 1 TO ROYALTY ASSIGNMENT AND AGREEMENTRoyalty Assignment and Agreement • April 5th, 2011 • America West Resources, Inc. • Bituminous coal & lignite mining
This Amendment No. 1 to Royalty Assignment and Agreement dated February 11, 2011 (the “Amendment”) amends that certain that certain Royalty Assignment and Agreement dated October 9, 2009 (the “Royalty Agreement”) by and between Hidden Splendor Resources, Inc. (“Grantor”) and Denly Utah Coal, LLC, a Texas limited liability company (“Denly” or “Grantee”). Unless otherwise specifically defined herein, the terms used in this Amendment have the same meanings given such terms in the Royalty Agreement.
GUARANTYGuaranty • December 11th, 2008 • America West Resources, Inc. • Bituminous coal & lignite mining • Nevada
THIS GUARANTY (the “Guaranty”) is made as of this __ day of December, 2008 by AMERICA WEST RESOURCES, INC., a Nevada Corporation, having a place of business at 57 West 200 South, Suite 400, Salt Lake City, Utah 84101 (the “Guarantor”), in favor of the OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF HIDDEN SPLENDOR RESOURCES, INC., AND MID-STATE SERVICES, INC., appointed by the United States Trustee in the below-referenced bankruptcy case on October 30, 2007 as representative of the General Unsecured Creditors (the “Committee”) and the UNITED STATES INTERNAL REVENUE SERVICE (the “IRS”).
