STOCK PURCHASE AGREEMENT AMONG TITAN GLOBAL HOLDINGS, INC., CRESCENT FUELS, INC. AND JOHNSON ENTERPRISES OF KANSAS, LLC; JEFF McREYNOLDS; KAREN E. REEDER TRUST; HARRISON F. JOHNSON, JR.; and MARTHA M. JOHNSON TRUST Dated: Effective 12:01 a.m., October...
AMONG
CRESCENT
FUELS, INC.
AND
XXXXXXX
ENTERPRISES OF KANSAS, LLC;
XXXX
XxXXXXXXXX;
XXXXX
X.
XXXXXX TRUST;
XXXXXXXX
X. XXXXXXX, XX.; and
XXXXXX
X.
XXXXXXX TRUST
Dated:
Effective 12:01 a.m., October 1, 2008
THIS
STOCK PURCHASE AGREEMENT is made effective as of 12:01 a.m., October 1, 2008
(the “Agreement”), among Titan Global Holdings, Inc., a corporation existing
under the laws of Utah (the “Purchaser”), Crescent Fuels, Inc. (the “Company” of
“CFI”) and Xxxxxxx Enterprises of Kansas, LLC, Xxxx XxXxxxxxxx, Xxxxx X. Xxxxxx
Trust, Xxxxxxxx X. Xxxxxxx, Xx., and Xxxxxx X. Xxxxxxx Trust (the “Seller” and
collectively “Sellers”), shareholders in the Company.
W
I T
N E S S E T H:
WHEREAS,
the Sellers own an aggregate of 4,756 shares of common stock $1.00] par value,
and 1,250 share of preferred stock (par value $1,000), of the Company (the
“Shares”) which Shares constitute 47.56% of the issued and outstanding shares of
the common stock, and 100% of the preferred stock, of the Company, the ownership
of such shares by each Seller being as set forth in Exhibit “A”, attached
hereto; and
WHEREAS,
the Sellers desire to sell to Purchaser, and the Purchaser desires to purchase
from the Sellers, the Shares for the purchase price and upon the terms and
conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:
ARTICLE
I
SALE
AND
PURCHASE OF SHARES
1.1 Sale
and Purchase of Shares. Effective
as of 12:01 a.m., October 1, 2008 (the “Effective Time”) and upon the terms and
subject to the conditions contained herein, on the closing date of the
transactions contemplated herein (the “Closing Date”), the Sellers shall sell,
assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall
purchase from the Sellers, all Shares of the Company owned by the Sellers (the
“Closing”). The
Option Agreement between Xxxxxxx Near and Xxxxxxx Enterprises of Kansas, LLC dated
December 31, 2007 for the purchase of shares of Crescent Fuels, Inc. shall
be
terminated at Closing without exercise of the Option.
ARTICLE
II
PURCHASE
PRICE AND OTHER CONSIDERATION
2.1 Purchase
Price.
The
purchase price for the common stock shall be an aggregate of $992,256,
consisting of (i) $1.00 in cash per share ($4,756 in the aggregate), and $10.00
in cash per share for the preferred shares ($12,500 in the aggregate), plus
(ii)
325,000 shares of the common stock of Purchaser, which Purchaser values at
$975,000 ($3.00 per share). In addition, Seller shall be issued Warrants for
the
purchase of 600,000 additional shares of Purchaser’s common stock at a price of
$3.00 per share, such warrants being exercisable at any time on or before
September 30, 2013. The Shares and Warrants shall be allocated among Sellers
as
they may direct in writing. In addition, Purchaser and Company shall furnish
the
additional consideration set forth in Section 2.2, below.
2.2 Additional
Consideration.
As
additional consideration for the Shares, Purchaser agrees to pay, perform and
cause the following:
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(a)
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Purchaser
shall acquire and/or cause Greystone Business Credit to acquire from
M
& I Xxxxxxxx & Ilsley Bank (“M&I Bank”) all of the
indebtedness owed by the Company’s subsidiaries, Crescent Oil Company,
Inc. and Crescent Stores, Inc. (save and except a certain equipment
lease
due M & I Equipment Finance which shall remain due and owing and any
other indebtedness as mutually agreed between the Purchaser and M&I).
Purchaser may acquire such indebtedness from M&I Bank after the
Closing; provided the Purchaser has reached an agreement in principle
with
M&I to purchase the indebtedness from M&I. and all suits, claims
and causes of action whatsoever in favor of said Bank arising from,
or in
any way relating to such indebtedness, shall be deemed as of closing
released and discharged as against Sellers and as against the officers,
directors, stockholders and employees of the Company and its subsidiaries.
If such indebtedness is acquired by Greystone Business Credit, Purchaser
shall cause Greystone to issue written confirmation of the release
and
discharge of the obligations set forth herein. The foregoing
notwithstanding, Purchaser may arrange interim or bridge financing
through
M&I Bank, partial or complete, so long as such financing results in
release and discharge as herein
provided.
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(b)
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Purchaser,
the Company, and each subsidiary of the Company, shall be deemed
at
Closing to have released and discharged Sellers in their capacity
as
directors, officers, and stockholders of the Company and its subsidiaries
as to any and all suits, claims and causes of action whatsoever arising
from or any way relating to Sellers’ prior service in those offices and
capacities. Such release shall extend to and benefit the trustees
of those
Sellers which are trusts (specifically to include Xxxxx X. Xxxxxx,
Xxxxxxx
X. Xxxxxx and Xxx X. Xxxxx).
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(c)
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The
corporate indemnification policies of the Company and the subsidiaries
as
set forth in the Articles of Incorporation and/or Operating Agreements
and
Bylaws shall remain in full force and effect with respect to matters
arising or relating to periods of time preceding the Closing for
the
benefit of Sellers (and their trustees) in their former capacity
as
officers, directors and
stockholders.
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(d)
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The
Company has disclosed to Purchaser the existence of certain related
party
transactions or relationships, including certain loans and payables
due
Sellers, purchases, sales and leases of real estate and other property
between Sellers and the Company or its subsidiaries, and compensation
and
benefits paid. Purchaser, the Company and each subsidiary of the
Company
shall be deemed at Closing to have released and discharged Sellers
(and
their trustees) from any and all suits, claims and causes of action
relating to any and all such loans, payables, purchases, sales, leases,
compensation and benefits, including any claims based upon conflict
of
interest or voidable contract based upon fiduciary relationship.
The
continuing obligations of Purchaser, the Company and its subsidiaries
with
respect to such related party transactions shall be as set forth
in
Section 2.3 with respect to loans and payables and in Section 2.4
with
respect to sales, purchases and leases of real estate and other
property.
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2.3. Shareholder
Loans.
Existing shareholder loans shall be paid as follows:
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(a)
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The
Company shall within 30 days of Closing pay, or make acceptable
arrangements to pay, shareholder loans due Xxxxx Xxxxxx Trust
($36,443.96), Xxxxxxxx X. Xxxxxxx, Xx. ($36,443.96) and Xxxxxx X.
Xxxxxxx
Trust ($72,887.92).
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(b)
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The
Company’s subsidiary Crescent Oil Company, Inc. shall pay Xxxxxxx
Enterprises of Kansas, LLC the unpaid balance of promissory note
($48,623.62) in monthly installments of principal and interest in
the
amount of $3,626.98 each until paid in
full.
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(c)
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Notes
payable due Xxxxxxx Enterprises of Kansas, LLC from Crescent Holdings,
Inc. in the amount of $150,000 and from Crescent Fuels, Inc. in the
amount
of $484,000 shall be consolidated and shall be paid as follows: $634,000
convertible debenture, interest at 7.5% per annum, principal of $17,500
paid quarterly together with all accrued interest, principal being
convertible at election of the holder into Purchaser’s common shares at
the rate of $3.00 principal amount per common share. Payment of the
consolidated notes shall be subordinate to indebtedness of the Company
due
Greystone Business Credit to be reflected by separate Subordination
Agreement.
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(d)
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Customer
deposit of $80,000 due from Crescent Oil Company, Inc. to Xxxxxx
X.
Xxxxxxx Trust has been satisfied and is hereby released and
discharged.
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2.4 Related
Party Leases.
Real
estate and equipment leases between the Company and its subsidiaries and Sellers
and their affiliates shall be paid and performed as follows:
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(a)
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Real
Estate lease between ACKS Realty and Crescent Oil Company pertaining
to
the Iola, KS Jump Start #1, now exchanged for the leasehold estate
at 000
X. 00xx,
Xxxxxx, Xxxxxx, shall be settled as follows: (i) Payment to ACKS
Realty in
the amount of $11,923.05 by credit against account receivable due
Crescent
Holdings, Inc.; (ii) Crescent Oil Company, Inc. shall make remaining
payments of $1,350 per month for 50 months; and (iii) ACKS Realty
shall
convey the Iola, KS Jump Start #1 real estate to Pete’s of Erie, Inc. in
full exchange for the leasehold estate at 000 X. 00xx,
Xxxxxx, Xxxxxx. Upon payment of all sums due ACKS Realty, it shall
have no
further right or interest in either the Iola or Ottawa
properties.
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(b)
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Real
estate and equipment leases from K&BR Enterprises, LLC to Crescent Oil
Company, Inc. pertaining to properties in Peculiar, MO, Harrison,
AR, and
Newton, KS, shall continue in force in accordance with the terms
thereof.
On or before 9/30/11 the Company shall purchase, or cause to be purchased,
each of such properties at K&BR’s cost (Peculiar - $525,000 plus
balance on equipment lease; Xxxxxxxx - $800,000; and, Xxxxxx - $800,000)
with the purchases structured to permit K&BR to conduct Section 1031
exchanges for properties identified by
K&BR.
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(c)
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Real
estate lease from Xxxxxxx Enterprises to Crescent Oil Company, Inc.
pertaining to 000 X. 00xx,
Xxxxxxxxxxxx, Xxxxxx, shall continue in force in accordance with
its
terms. On or before 9/30/11 the Company shall purchase, or cause
to be
purchased, the subject property at Xxxxxxx Enterprises’ cost of $155,000.
Provided the Company fulfills its obligations hereunder, Xxxxxxx
Enterprises will not permit the property to be utilized for convenience
store or motor fuel sales.
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2.5 Health
Insurance Plan.
Xxxxx
X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxx, Xx., Xxxxxxx Xxxxxxx, Xxxxxx
Xxxxxxx and Xxxxxxx Xxxxxxx participate in the Company sponsored health
insurance plan, and shall be permitted to do so up through 9/30/09, premium
costs to be reimbursed to the Company by the plan participants
monthly.
ARTICLE
III
CLOSING
AND TERMINATION
3.1 Closing
Date. Subject
to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
(or the waiver thereof by the party entitled to waive that condition), the
Closing of the sale and purchase of the Shares provided for in Section 1.1
hereof (the "Closing") shall take place at 116 W. Myrtle, Independence, Kansas
(or at such other place as the parties may designate in writing) on such date
as
the Seller and the Purchaser may designate.
3.2 Termination
of Agreement. This
Agreement may be terminated prior to the Closing as follows:
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(a)
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At
the election of the Seller or the Purchaser on or after October 31,
2008,
if the Closing shall not have occurred by the close of business on
such
date, provided that the terminating party is not in default of any
of its
obligations hereunder;
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(b) by
mutual
written consent of the Seller and the Purchaser; or
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(c)
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by
the Seller or the Purchaser if there shall be in effect a final
nonappealable order of a governmental body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation
of the
transactions contemplated hereby; it being agreed that the parties
hereto
shall promptly appeal any adverse determination which is not nonappealable
(and pursue such appeal with reasonable
diligence).
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3.3 Procedure
Upon Termination. In
the
event of termination and abandonment by the Purchaser or the Seller, or both,
pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given
to the other party or parties, and this Agreement shall terminate, and the
purchase of the Shares hereunder shall be abandoned, without further action
by
the Purchaser or the Seller. If this Agreement is terminated as provided herein,
each party shall redeliver all documents, work papers and other material of
any
other party relating to the transactions contemplated hereby, whether so
obtained before or after the execution hereof, to the party furnishing the
same.
3.4 Effect
of Termination. In
the
event that this Agreement is validly terminated as provided herein, then each
of
the parties shall be relieved of their duties and obligations arising under
this
Agreement after the date of such termination and such termination shall be
without liability to the Purchaser, the Company or the Seller; provided,
further, however, that nothing in this Section 3.4 shall relieve the Purchaser
or the Seller of any liability for a breach of this Agreement.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE SELLERS
When
used
in this Article IV, any representation given with respect to the Company shall
be a representation with respect to the Company and its subsidiaries. The Seller
hereby represents and warrants to the Purchaser that:
4.1 Organization
and Good Standing of the Company.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas.
4.2 Authority.
Each
Seller represents it has full power and authority to execute, deliver and
perform this Agreement with respect to the shares owned by Seller as set forth
in Exhibit “A”, attached hereto.
4.3 Shares.
Each
Seller represents it is the lawful record and beneficial owner of the shares
set
forth in Exhibit “A”, free and clear of any liens, pledges, encumbrances,
charges, claims or restrictions of any kind and that it has good right, title
and authority to sell and transfer such shares.
4.4 Investment
Intention.
Each
Seller represents that it is acquiring Purchaser’s common stock (and any
warrants therefore) for its own account for investment purposes only and not
with a view to the distribution (as such term is used in Section 2(11) of the
Securities Act) thereof. Each Seller understands that Purchaser’s common stock
to be issued to Sellers has not been registered under the Securities Act and
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
5.1 Organization
and Good Standing. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation.
5.2 Authority.
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(a)
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The
execution and delivery of this Agreement and the consummation of
the
transactions contemplated herein have been, or will prior to Closing
be,
duly and validly approved and acknowledged by all necessary corporate
action on the part of the
Purchaser.
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(b)
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The
execution of this Agreement and the delivery hereof to the Seller
and the
purchase contemplated herein have been, or will be prior to Closing,
duly
authorized by the Purchaser’s Board of Directors having full power and
authority to authorize such
actions.
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5.3 Conflicts;
Consents of Third Parties.
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(a)
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The
execution and delivery of this Agreement, the acquisition of the
Shares by
Purchaser and the consummation of the transactions herein contemplated,
and the compliance with the provisions and terms of this Agreement,
are
not prohibited by the Articles of Incorporation or Bylaws of the
Purchaser
and will not violate, conflict with or result in a breach of any
of the
terms or provisions of, or constitute a default under, any court
order,
indenture, mortgage, loan agreement, or other agreement or instrument
to
which the Purchaser is a party or by which it is
bound.
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(b)
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No
consent, waiver, approval, order, permit or authorization of, or
declaration or filing with, or notification to, any person or governmental
body is required on the part of the Purchaser in connection with
the
execution and delivery of this Agreement or the Purchaser Documents
or the
compliance by Purchaser with any of the provisions hereof or
thereof.
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5.4 Litigation. There
are
no legal proceedings pending or, to the best knowledge of the Purchaser,
threatened that are reasonably likely to prohibit or restrain the ability of
the
Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby.
5.5 Investment
Intention. The
Purchaser is acquiring the Shares for its own account, for investment purposes
only and not with a view to the distribution (as such term is used in Section
2(11) of the Securities Act) thereof. Purchaser understands that the Shares
have
not been registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act or an exemption from such
registration is available.
5.6 Broker.
The
Purchaser has not retained any broker in connection with any transaction
contemplated by this Agreement. Seller shall not be obligated to pay any fee
or
commission associated with the retention or engagement by the Purchaser of
any
broker in connection with any transaction contemplated by this
Agreement.
ARTICLE
VI
COVENANTS
6.1 Other
Actions. Each
of
the Sellers and the Purchaser shall use its best efforts to (i) take all actions
necessary or appropriate to consummate the transactions contemplated by this
Agreement and (ii) cause the fulfillment at the earliest practicable date of
all
of the conditions to their respective obligations to consummate the transactions
contemplated by this Agreement.
6.2 Publicity. None
of
the Seller or the Purchaser shall issue any press release or public announcement
concerning this Agreement or the transactions contemplated hereby without
obtaining the prior written approval of the other party hereto, which approval
will not be unreasonably withheld or delayed; provided
that,
to the
extent required by applicable law, the party intending to make such release
shall use its best efforts consistent with such applicable law to consult with
the other party with respect to the text thereof.
ARTICLE
VII
CONDITIONS
TO CLOSING
7.1 Conditions
Precedent to Obligations of the Purchaser. The
obligation of the Purchaser to consummate the transactions contemplated by
this
Agreement is subject to the fulfillment, on or prior to the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Purchaser in whole or in part to the extent permitted by applicable
law):
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(a)
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the
Purchaser shall have reached an agreement in principle to purchase
from
M&I Bank the loans made by M&I Bank to Crescent Oil Company, Inc.
and Crescent Stores Corporation;
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(b)
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all
representations and warranties of the Sellers contained herein shall
be
true and correct as of the date
hereof;
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(c)
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the
Sellers shall have performed and complied in all material respects
with
all obligations and covenants required by this Agreement to be performed
or complied with by them on or prior to the Closing
Date;
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(d)
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Certificates
representing the Shares shall have been, or shall at the Closing
be,
validly delivered and transferred to the Purchaser, free and clear
of any
and all Liens;
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(e)
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there
shall not have been or occurred any material adverse change in the
Business;
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(f)
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no
Legal Proceedings shall have been instituted or threatened or claim
or
demand made against the Sellers, the Company, or the Purchaser seeking
to
restrain or prohibit or to obtain substantial damages with respect
to the
consummation of the transactions contemplated hereby, and there shall
not
be in effect any order by a governmental body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation
of the
transactions contemplated hereby.
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7.2 Conditions
Precedent to Obligations of the Seller. The
obligations of the Seller to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing Date,
of
each of the following conditions (any or all of which may be waived by the
Sellers in whole or in part to the extent permitted by applicable
law):
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(a)
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all
representations and warranties of the Purchaser contained herein
shall be
true and correct as of the date
hereof;
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(b)
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the
Purchaser shall have performed and complied in all material respects
with
all obligations and covenants required by this Agreement to be performed
or complied with by Purchaser on or prior to the Closing
Date;
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(c)
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Certificates
representing the shares of Purchaser’s common stock shall at the Closing
be validly issued and delivered to Sellers, free and clear of all
liens;
and
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(d)
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no
Legal Proceedings shall have been instituted or threatened or claim
or
demand made against the Seller, the Company, or the Purchaser seeking
to
restrain or prohibit or to obtain substantial damages with respect
to the
consummation of the transactions contemplated hereby, and there shall
not
be in effect any Order by a Governmental Body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation
of the
transactions contemplated hereby.
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ARTICLE
VIII
DOCUMENTS
TO BE DELIVERED
8.1 Documents
to be Delivered by the Seller. At
the
Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser
the following:
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(a)
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stock
certificates representing the Shares, duly endorsed in blank or
accompanied by stock transfer powers and with all requisite stock
transfer
tax stamps attached;
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(b)
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such
other documents as the Purchaser shall reasonably
request.
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8.2 Documents
to be Delivered by the Purchaser. At
the
Closing, the Purchaser shall deliver to the Seller the following:
(a) the
Purchase Price;
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(b)
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the
certificates for the shares of Purchaser’s common stock to be issued to
Sellers; and
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(c) such
other documents as the Seller shall reasonably request.
ARTICLE
IX
MISCELLANEOUS
9.1 Payment
of Sales, Use or Similar Taxes. All
sales, use, transfer, intangible, recordation, documentary stamp or similar
Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
the transactions contemplated by this Agreement shall be borne by the
Purchaser.
9.2 Survival
of Representations and Warranties. The
parties hereto hereby agree that the representations and warranties contained
in
this Agreement or in any certificate, document or instrument delivered in
connection herewith, shall survive the execution and delivery of this Agreement,
and the Closing hereunder, regardless of any investigation made by the parties
hereto; provided, however, that any claims or actions with respect thereto
shall
terminate unless asserted by litigation within twenty four (24) months after
the
Closing Date.
9.3 Expenses. Except
as
otherwise provided in this Agreement, the Seller and the Purchaser shall each
bear its own expenses incurred in connection with the negotiation and execution
of this Agreement and each other agreement, document and instrument contemplated
by this Agreement and the consummation of the transactions contemplated hereby
and thereby, it being understood that in no event shall the Company bear any
of
such costs and expenses.
9.4 Further
Assurances. The
Seller and the Purchaser each agrees to execute and deliver such other documents
or agreements and to take such other action as may be reasonably necessary
or
desirable for the implementation of this Agreement and the consummation of
the
transactions contemplated hereby.
9.5 Submission
to Jurisdiction; Consent to Service of Process.
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(a)
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The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of any federal or state court located within the State of Kansas
over any
dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby and each party hereby irrevocably
agrees
that all claims in respect of such dispute or any suit, action proceeding
related thereto may be heard and determined in such courts. The parties
hereby irrevocably waive, to the fullest extent permitted by applicable
law, any objection which they may now or hereafter have to the laying
of
venue of any such dispute brought in such court or any defense of
inconvenient forum for the maintenance of such dispute. Each of the
parties hereto agrees that a judgment in any such dispute may be
enforced
in other jurisdictions by suit on the judgment or in any other manner
provided by law.
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(b)
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Each
of the parties hereto hereby consents to process being served by
any party
to this Agreement in any suit, action or proceeding by the mailing
of a
copy thereof in accordance with the provisions of Section
10.10.
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9.6 Entire
Agreement; Amendments and Waivers.
This
Agreement (including the schedules and exhibits hereto) represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of
any
such amendment, supplement, modification or waiver is sought. No action taken
pursuant to this Agreement, including without limitation, any investigation
by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representation, warranty, covenant
or
agreement contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a further
or
continuing waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise
of
any other right, power or remedy. All remedies hereunder are cumulative and
are
not exclusive of any other remedies provided by law.
9.7 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Kansas.
9.8 Notices. All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally or mailed by certified mail,
return receipt requested, or overnight mail courier to the parties (and shall
also be transmitted by facsimile to the persons receiving copies
thereof) at the following addresses (or to such other address as a party may
have specified by notice given to the other party pursuant to this
provision):
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(a)
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Purchaser:
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Titan
Global Holdings, Inc
0000
Xxx
Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxx Chance, CEO & President
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
Copy
to:
Xxxxxx
X.
Xxxx, Esq.
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
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(b)
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Sellers:
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c/o
Xxx
X. Xxxxx
Attorney
at Law
Suite
604, 000 X. Xxxx Xxx.
Xxxxxxxxxxxx,
XX 00000
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
9.9 Severability. If
any
provision of this Agreement is invalid or unenforceable, the balance of this
Agreement shall remain in effect.
9.10 Binding
Effect; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. Nothing in this Agreement
shall create or be deemed to create any third party beneficiary rights in any
person or entity not a party to this Agreement except as provided below. No
assignment of this Agreement or of any rights or obligations hereunder may
be
made by either the Seller or the Purchaser (by operation of law or otherwise)
without the prior written consent of the other parties hereto and any
attempted assignment
without the required consents shall be void;
provided
that the Purchaser shall be able to assign this Agreement to Greystone Business
Credit or an entity that controls or is under common control with Purchaser
[INTENTIONALLY
BLANK]
IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement as of the date first written
above.
By:
/s/ Xxxxx
Chance
Xxxxx
Chance,
Chief
Executive Officer & President
CRESCENT
FUELS, INC.
By:
/s/ Xxxxxxx
Near
Xxxxxxx
Near
President
XXXXXXX
ENTERPRISES OF KANSAS, LLC
By: /s/
Xxxxxxxx X. Xxxxxxx,
Xx.
XXXXX
X. XXXXXX TRUST
By:
/s/ Xxxxx X. Xxxxxx,
Trustee
Xxxxx
X.
Xxxxxx, Trustee
By:
/s/ Xxxxxxx X. Xxxxxx,
Trustee
Xxxxxxx
X. Xxxxxx, Trustee
/s/
Xxxxxxxx X. Xxxxxxx,
Xx.
XXXXXXXX
X. XXXXXXX, XX.
XXXXXX
X. XXXXXXX TRUST
By:
/s/ Xxx X. Xxxxx
Xxx
X.
Xxxxx, Trustee
