CLOSING STATEMENT
This
Closing Statement agreed to and executed this 9th day
of April, 2010, by and between JBM Energy Company, LLC, a Delaware limited
liability company ("JBM"). Xxxxxxx X. Xxxx, Xx. ("Xxxx"), Teen Glow Makeup, Inc.
(name change to American Power Corp. in process), a Nevada corporation
("Buyer"), and Realty Title Company, Inc., a Montana corporation ("Escrow
Agent"),
WITNESSETH:
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1.
Pursuant to the terms and conditions of the Escrow Agreement, entered into
this 9th
day of April, 2010, by and between JBM, Pace, Buyer and Escrow Agent, the
following documents were delivered to the Escrow Agent to be held by it
subject to the terms and conditions of said Escrow
Agreement.
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a. Quit
Claim Deed dated April 9, 2010, from JBM to Buyer
b. Quit
Claim Deed dated April 9, 2010, from Pace to Buyer
c. Mortgage
and Security Agreement dated April 9, 2010 from Buyer to JBM and
Pace
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2.
Buyer executed and delivered (a) its Promissory Note for $1,750,000 to
JBM, and (b) its Promissory Note for $1,950,000 to
Pace.
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3.
Buyer has bank wired $150,000 to the account of JBM in the US Bank in
Great Falls, Montana.
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4.
Buyer and Xxxx agreed that the 250,000 shares of stock which Buyer was to
have delivered to Pace on April 9, 2010, will be delivered to Pace as soon
as the reorganization of Buyer is completed which Buyer expects to occur
within the next 3-4 weeks. The stock will be mailed to Pace
at:
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0000
Xxxxx'x Xxxxxx Xxxx
Palmyra,
VA 22963
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5.
Promptly upon receipt from Buyer of funds for JBM and Pace, Escrow Agent
will bank wire all of the funds received from Buyer to either JBM or Pace
after deducting any bank wire fees or charges incurred. The bank wire
instructions for wiring funds to JBM and Pace are as
follows:
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A. For JBM Energy Company,
LLC
Bank wire
$ to:
U.S.
Bank
000
Xxxxxxx Xxxxxx
Great
Falls, MT 59401
000-000-0000
Bank
Routing/ARA Number 000000000 For the account of:
JBM
Energy Company, LLC Account No. 1-500-9034-1333
B. For Xxxxxxx X. Xxxx,
Xx.
Bank wire
$ to:
Bank of
America
0000
Xxxxxxxx Xxxx
Charlottesville,
VA 22903
000-000-0000
Bank
Routing/ARA Number 000000000 For the account of:
Xxxxxxx
X. Xxxx, Xx.
Xxxxxxxx
X. Xxxx
Account
No. 0000-0000-0000
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6.
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Bank
wire instructions for funds to be bank wired from Buyer to Escrow Agent
are set forth in Exhibit A attached
hereto.
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7.
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At
closing Escrow Agent will be paid a flat one time fee of $800 to set up
and service all payments made under the Escrow Agreement. Any bank wire
fees or charges incurred will be deducted from the amounts bank wired to
JBM and Pace. Recording fees for recording the documents will be paid to
Escrow Agent at closing.
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8.
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JBM
and Xxxxx agree to amend paragraph 2.a. of the Coal Buy and Sell agreement
to give Buyer twenty-four (24) months to complete the drilling and prepare
the reserve Study and the Mine Feasibility Study with a Mining Plan
(instead of 18 months as presently provided). All other language and
provisions in said paragraph 2.a. should remain the same and in full force
and effect.
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9.
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JBM
and Xxxxx agree to amend paragraph 10.a. of the Coal Buy and Sell
Agreement by adding at the end of the last sentence of paragraph 10.a. the
following:
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", and
the Buyer's Promissory Note for the remaining balance of $1,250,000 shall be
cancelled."
All other
language and provisions in said paragraph 10.a. should remain the same and in
full force and effect.
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10.
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Xxxxx
and Xxxx agree to amend paragraph 9.a. of the Mineral Buy and Sell
Agreement by adding the following sentence at the end of paragraph
9.a.
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"If Buyer
makes timely all payments provided for in paragraph 2 above, and if Buyer
becomes entitled to receive the 40% equity interest in JBM as provided for in
paragraph
10.a. of
the Coal Buy and Sell Agreement, Xxxxx's Promissory Note to Pace for the
remaining balance of $1,250,000 shall be cancelled.
All other
language and provisions in said paragraph 9.a. should remain the same and in
full force and effect.
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11.
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Xxxxx
and JBM agree to amend paragraph 10.a. of the Coal Buy and Sell Agreement
to provide that if JBM, at its option deems the Coal Agreement terminated,
null, void and no further force and effect, at which time Buyer shall have
no further rights or liabilities under the Coal Agreement or the
Promissory Note issued by Buyer thereunder, and all payments made by Buyer
shall be deemed forfeited and
non-refundable.
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All other
language and provisions in said paragraph 10.a. shall remain the same in full
force and effect.
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12.
Xxxxx and Xxxx agree to amend paragraph 9.a. of the Mineral Buy and Sell
Agreement to provide that if Pace, at his option deems the Mineral
Agreement terminated, null, void and no further force and effect, at which
time Buyer shall have no further rights or liabilities under the Mineral
Agreement or the Promissory Note issued by Buyer thereunder, and all
payments made by Buyer shall be deemed forfeited and
non-refundable.
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All other
language and provisions in said paragraph 9.a. shall remain the same and in full
force and effect.
Executed
as of this 9th day of April, 2010.
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By:
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BUYER:
{name
change to American Power 'Corp.
in process)
By:
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| /s/ Xxxxxxx X. Xxxx, Xx. | /s/ Xxxxxxxx Xxxxxxxx | ||
| Xxxxxxx X. Xxxx, Xx. | Xxxxxxxx Xxxxxxxx | ||
| Individually | President | ||
ESCROW AGENT
JBM
Energy Company,
LLC
Realty Title Company, Inc.
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By:
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By:
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| /s/ Xxxxxxx X. Xxxx, Xx. |
Xxxxxxx
X. Xxxx, Xx.
Sole Manager
EXHIBIT A
TO CLOSING
REALTY
TITLE COMPANY
000
0xx
Xxxxxx Xxxxx
Lewistown,
MT 59457
(000)
000-0000/8176 Phone
(000)
000-0000 Fax
e-mail:
xxx@xxxxxxxxx.xxx
WIRE
TRANSFER ROUTING INSTRUCTIONS
TO BE
ASSURED OF PROMPT PROCESSING OF YOUR INCOMING WIRES PLEASE PROVIDE THE FOLLOWING
INSTRUCTIONS TO THE INITIATING BANK:
RECEIVING
BANK: (Field 3400)
First
Bank of Montana 000 X. Xxxx Xxxxxx Xxxxxxxxx, XX 00000
(000)
000-0000
ABA
ROUTING TRANSIT NUMBER 000000000
BENFICIARY
INFORMATION(BNF) (Field 4100)
ACCOUNT
# 5083121086
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ACCOUNT
NAME
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REALTY
TITLE COMPANY, INC. TRUST ACCOUNT
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ORIGINATOR
TO BENEFICIARY INFORMATION (OBI) (Field 6000)
Customer
name:
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Please
request the receiving Bank notify Realty Title Company upon receipt at
(000) 000-0000 or FAX
(000)-000-0000.
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