Exhibit 10.8
AMENDED AND RESTATED CLOSING AGREEMENT
THIS AMENDED AND RESTATED CLOSING AGREEMENT is executed on November
20, 2000 effective as of October 1, 2000 ("Effective Date"), by and between
WASTEMASTERS, INC. (the "Purchaser"), a Delaware corporation, WASTEMASTERS,
INC. ("WMI"), a Maryland corporation, and GLOBAL ECO-LOGICAL SERVICES, INC.
("Global").
WHEREAS, the Purchaser, WMI and Global entered into a Lease/Purchase
and Management Agreement, dated September 15, 2000 (the "Lease"), wherein
WMI leased the following described property, to wit: Tri-State Waste
Disposal, Inc., a New Jersey corporation; All Waste Disposal Service, Inc.,
a Commonwealth of Pennsylvania corporation; and Lisbon Landfill, Inc., a
Florida corporation (collectively, hereinafter, the "Corporations");
WHEREAS, the Lease contained an option to purchase the Corporations,
which the Purchaser has exercised;
WHEREAS, the parties executed a Closing Agreement on October 1, 2000
to evidence the conveyance of the Corporations to the Purchaser; however,
the Closing Agreement contained certain mistakes, such as the
misidentification of the Purchaser as WasteMasters of Delaware, Inc., and
failed to reflect the parties agreement concerning the revocation of the
lease/management portions of the Lease, and in particular the ownership of
revenues and responsibility for expenses of the Corporations for the period
prior to the date of sale, being September 15, 2000 to September 30, 2000,
and therefore, the parties have executed this Amended and Restated Closing
Agreement more accurately reflect the terms under which the Purchaser is
acquiring the Corporations from Global.
NOW THEREFORE, for the consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party hereto, WMI, the
Purchaser and Global hereby agree as follows:
1. Payment of Purchase Price for the Corporations. In
consideration for the Corporations, and pursuant to the terms of the Option
within the Lease, WMI shall deliver unto Global Fifteen Million shares
(15,000,000) common stock of WMI (NASDAQ BB: "WAST"). When issued and
delivered, the shares will be duly authorized, validly issued, fully paid
and nonassessable, free of any preemptive or other similar rights of any
person. WMI hereby reaffirms its obligation to file and obtain approval of
a registration statement within 120 days to enable Global to dispose of
such shares by sale or otherwise. As of the Effective Date, WMI also
hereby assumes and agrees to pay those Debentures (as defined in the Lease)
as additional consideration for the Corporations.
2. Transfer and Assignment of Corporations. Global hereby sells,
transfers, assigns, delivers and conveys to the Purchaser, its successors
and assigns, or its designee, all right, title and interest of Global in
and to the common stock of the Corporations, and any claim which Global has
against the Corporations (other than any claim for enforcement of the
obligations created by this Assignment).
3. Indemnification of Global. In partial consideration for the
assignment of such stock and claims in and against the Corporations to the
Purchaser, the Purchaser and WMI hereby agree to indemnify and hold Global
and its officers, directors, employees and subsidiaries harmless against
any and all such claims or liabilities asserted against Global, including
any attorney's fees incurred as a result of such claims or liabilities,
arising out of the operation of, or related to, the Corporations whenever
incurred, including any liability to vendors, lessors, taxing authorities,
or lenders to the Corporations.
4. Release of Global. In consideration for the transactions
effectuated herein, the Corporations hereby release and discharge Global
from any claim or liability which they may have against Global, and the
Purchaser and WMI hereby agree to indemnify and hold Global harmless
against any claim or liability, including attorney's fees incurred in
defense of such claim or liability, which the Corporations might have
against Global.
5. Turnover of Books and Records. Global recognizes it will have
an obligation to supply audited financial statements for the Corporations
through the date of the sale, and that WMI may have an obligation to
provide historical audited financial statements for the Corporations. All
parties agree to make reasonably available to the other parties all books
and records relating to the Corporations to the extent necessary to enable
them to satisfy their reporting obligations under the Securities Exchange
Act of 1934.
6. Revocation of Lease/Management. The parties hereby revoke and
rescind all portions of the Lease to the extent they relate to the
management or lease of the Corporations prior to the Effective Date.
7. Survival of Assignment. The provisions of this Assignment
shall survive the consummation of the transactions provided for herein.
8. Governing Law. This instrument shall be construed and enforced
in accordance with and governed by the laws of the State of Georgia.
9. Binding Effect. This instrument shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.
10. Time of the Essence. WMI realizes time is of the essence with
reference to the shares delivered to Global, and that in no case shall
registration extend beyond 120 days from the date of this Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed and sealed
this Assignment as of the day and year first above written.
WASTEMASTERS, INC., a Delaware corporation
/s/ Xxxx Xxxxxxx
By: Xxxx Xxxxxxx, Secretary
GLOBAL ECO-LOGICAL SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx., President
Agreed and Assented to:
WASTEMASTERS, INC., a Maryland corporation
/s/ Xxxx Xxxxxxx
By: Xxxx Xxxxxxx, Secretary
