EXHIBIT 10.2
ASSET PURCHASE AGREEMENT
This Agreement is made as of January 1, 1999, between
GRANT BROTHERS SALES, LIMITED, a corporation
existing under the laws of Canada (the "Vendor"),
and
GRANT AUTOMOTIVE GROUP INC., a corporation existing
under the laws of Ontario (the "Purchaser").
RECITALS
A. The Vendor operates a wholesale automotive business group consisting of the
traditional automotive division and the heavy duty division.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase
certain assets of the Vendor relating to the Business on the terms set out in
this Agreement.
For value received, the parties agree as follows.
SECTION 1 - INTERPRETATION
1.1 Definitions. In this Agreement the following terms have the meanings set out
below.
(a) Accounts Receivable has the meaning given to it in section 2.1(a).
(b) Agreement means this asset purchase agreement including any recitals and
schedules to this asset purchase agreement, as amended, supplemented or restated
from time to time.
(c) Business means the business carried on by the Vendor in respect of its
wholesale automotive business group which consists of the Vendor's traditional
automotive division and heavy duty division.
(d) Closing Time means the first moment in time on the date of this Agreement.
(e) Contracts has the meaning given to it in section 2.1(b).
(f) Encumbrances has the meaning given to it in section 4.4.
(g) Permitted Liens has the meaning given to it in section 4.4
(h) Purchase means the transaction of purchase and sale contemplated by this
Agreement.
(i) Purchase Price has the meaning given to it in section 3.1.
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(j) Purchased Assets has the meaning given to it in section 2.1.
(k) Shared Contracts has the meaning given to it in section 2.4(a).
(l) Taxes means all taxes, including any interest, penalties or other additions
to tax, which the Vendor is required to pay, withhold or collect (including all
income or profits taxes, payroll and employee withholding taxes, unemployment
insurance, social security or welfare taxes, sales and use taxes, ad valorem
taxes, value-added taxes, excise taxes, surcharges, franchise taxes, gross
receipts taxes, business license taxes, occupation taxes, real and personal
property taxes, environmental taxes, transfer taxes, worker's compensation and
other governmental charges and similar obligations.)
1.2 Headings and References. The division of this Agreement into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.
1.3 Extended Meanings. Words importing the singular include the plural and vice
versa and words importing gender include all genders. The term "including" means
"including without limitation" and the term "includes" has a similar meaning.
1.4 Schedules. The following Schedules are attached to and form part of this
Agreement:
Schedule 2.1(b) Contracts
Schedule 2.1(d) Customer List
Schedule 2.4(b) Product Lines Under Shared Contracts
SECTION 2 - PURCHASE AND SALE
2.1 Purchased Assets. On the terms of this Agreement, as at the Closing Time,
the Vendor hereby sells, assigns, conveys and delivers to the Purchaser free and
clear of all Encumbrances (except for Permitted Liens) and the Purchaser hereby
purchases, assumes and acquires, all of Vendor's right, title and interest in,
to and under the following property, assets, rights and interests of the Vendor
relating to the Business (collectively, the "Purchased Assets").
(a) Accounts Receivable. All accounts receivable and notes receivable in respect
of the Contracts, to the extent that such receivables relate exclusively to the
Business at the Closing Time, and any security arrangements and collateral
securing the payment of the foregoing and any correspondence relating to the
foregoing (collectively, the "Accounts Receivable").
(b) Contracts. All of the Vendor's right, title and interest in and to all
contracts to which the Vendor is a party, to the extent that such contracts
relate exclusively to the Business as conducted at the Closing Time, and which
are described in Schedule 2.1(b) (collectively, the "Contracts").
(c) Goodwill. The goodwill of the Vendor, to the extent that such goodwill
relates exclusively to the Business at the Closing Time, including the right to
represent the Purchaser as carrying on the Business in continuation of, and in
succession to, the Vendor.
(d) Customer Information. All customer files, customer lists and customer data,
to the extent that such information relates exclusively to the Business at the
Closing Time. Schedule 2.1(d) lists all of the customers of the Business, where
such customers were responsible for
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commission payments to the Vendor in excess of $25,000 as shown on the
year-to-date customer listing as at October 31, 1998.
(e) Rights. All causes of action, demands, judgments, claims (including
insurance claims), indemnity rights or other rights relating exclusively to the
Purchased Assets.
2.2 Assumed Liabilities. On the terms of this Agreement, as at the Closing Time,
the Purchaser hereby assumes and undertakes to discharge and perform when due
the liabilities and obligations of the Vendor arising out of the Contracts after
the Closing Time to the extent such liabilities and obligations relate to the
Business after the Closing Time.
2.3 Certain Contracts Not Assigned But Held in Trust.
(a) No Assignment. Notwithstanding any term in section 2.1, this Agreement shall
not constitute an actual or attempted sale, assignment or conveyance of any
Contract or part of any Contract contemplated to be sold, assigned or conveyed
to the Purchaser hereunder and which is:
(1) not assignable without the consent of another party and such consent
has not been obtained; or
(2) in respect of which the remedies for the enforcement thereof
available to the Vendor would not pass to the Purchaser.
In respect of each such Contract, until the date on which a Contract (to the
extent it relates exclusively to the Business) is either assigned to the
Purchaser in accordance with the terms of the applicable Contract or terminated
(and no claims are outstanding or otherwise arise between the parties to such
Contract), the Vendor shall hold each such Contact (to the extent it relates
exclusively to the Business) in trust for the Purchaser, and the Vendor shall,
at the request and under the reasonable direction of the Purchaser, in the name
of the Vendor, take all such action and do or cause to be done all such things
as are, in the opinion of the Purchaser, acting reasonably, necessary or proper
in order to preserve in a reasonable manner the value of such Contracts and that
any moneys received by the Vendor in respect of such Contracts (to the extent
they relate exclusively to the Business) are paid to the Purchaser.
(b) Steps to Obtain Assignment. Subject to section 2.4(d), the Vendor shall use
commercially reasonable efforts to obtain the consent of all parties necessary
to assign to the Purchaser each Contract (to the extent it relates exclusively
to the Business) which is subject to section 2.3(a). In no circumstance,
however, is the Vendor obliged:
(1) to pay or otherwise compensate any party to obtain any such consent;
or
(2) to attempt to obtain any such consent if, in the Vendor's reasonable
judgment, such attempt would jeopardize the benefit derived by the
Purchaser from any such Contract.
2.4 Shared Contracts.
(a) Sharing of Original Shared Contracts. The Contracts marked with an asterisk
in Schedule 2.1(b) are applicable both to the Business and to a business of the
Vendor outside of the Business (such Contracts being referred to as the "Shared
Contracts"). The Vendor shall retain the original signed copy of each of the
Shared Contracts. The Vendor shall deliver to the
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Purchaser a photocopy of each of the Shared Contracts, except to the extent that
any schedules or appendices in any Shared Contract have no application to the
Business. If the Purchaser, acting reasonably, considers it desirable in
connection with any contemplated, threatened or actual dispute or disagreement
with any customer to obtain the original of any applicable Shared Contract, the
Vendor shall deliver such original to the Purchaser for such period of time as
the Shared Contract is reasonably required by the Purchaser for such purpose.
If, however, at the same time or a later time the Vendor considers it desirable
in connection with any contemplated, threatened or actual dispute or
disagreement with the same customer to retain the original of the applicable
Shared Contract, the parties shall cooperate to satisfy their respective
interests by sharing such original in an equitable manner. Once the Shared
Contract is no longer reasonably required by the Purchaser, such contract shall
be promptly returned to the Vendor.
(b) Product Lines Under Shared Contracts. The product lines covered by the
Shared Contracts which form part of the Business are set out on Schedule 2.4(b).
With respect to the Shared Contracts, the Purchaser shall only be entitled to
the benefits arising with respect to the product lines listed on Schedule 2.4(b)
and the Vendor's obligations set out in section 2.2 shall apply only with
respect to such product lines.
(c) Amounts Under Shared Contracts. Whether expenses are chargeable under a
Shared Contract by a party or whether moneys are payable under a Shared Contract
to the Vendor (due to sales outside of the Business) or to the Purchaser (due to
sales of the Business after the Closing Date), shall be determined by the
parties acting reasonably, based on historical practices, manufacturer reports
and sales to final customers. If the parties are unable to so agree in respect
of any such matter, the President of each of the parties shall meet (including
by telephone) to settle the matter conclusively.
(d) Steps to Obtain Separate Contracts. The Vendor shall use commercially
reasonable efforts to obtain the agreement of each party to a Shared Contract
necessary to create separate agreements (on terms no less favourable to the
Purchaser than those contained in the Shared Contracts) for the product lines
set out in Schedule 2.4(b). In no circumstance, however, is the Vendor obliged:
(1) to pay or otherwise compensate any party to obtain any such
agreement; or
(2) to attempt to obtain any such agreement if, in the Vendor's
reasonable judgment, such attempt would jeopardize the benefit
derived by either party from any such Shared Contract.
SECTION 3 - PURCHASE PRICE
3.1 Purchase Price. The purchase price payable by the Purchaser to the Vendor
for the Purchased Assets (the "Purchase Price") is equal to the amount of the
"Purchase Price" as that term is defined in the share purchase agreement of even
date between the Vendor and Spectre Industries, Inc.
3.2 Payment of the Purchase Price. The Purchaser shall satisfy the Purchase
Price on the date of this Agreement by issuing to the Vendor 9,999 common shares
of the Vendor as fully paid and non-assessable.
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3.3 Allocation of Purchase Price. The Purchase Price shall be allocated among
the Purchased Assets in the manner set out below:
(a) Accounts Receivable is equal to the amount confirmed by the audit
thereon conducted in accordance with the share purchase agreement of
even date between the Vendor and Spectre Industries, Inc.; and
(b) Contracts, goodwill, customer information and rights is equal to the
Purchase Price, less the amount attributed to the Accounts
Receivable in accordance with section 3.3(a).
The values so attributed to the Purchased Assets are the respective fair market
values thereof and each party shall file in mutually agreeable form all returns
and elections required or desirable under the Income Tax Act (Canada) in a
manner consistent with the foregoing allocations.
3.4 Income Tax Act (Canada) Election. The parties shall, as soon as possible
after the determination of the amount attributable to the Accounts Receivable,
jointly execute an election under section 22 of the Income Tax Act (Canada) with
respect to the sale of the Accounts Receivable and shall designate therein the
portion of the Purchase Price allocated to the Accounts Receivable as the
consideration paid by the Purchaser for the Accounts Receivable. The parties
shall each file such elections forthwith after the execution thereof (and, in
any event, with their respective income tax returns for the taxation year which
includes the date of this Agreement).
SECTION 4 -- REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor represents and warrants to the Purchaser as stated below
and acknowledges that the Purchaser is relying on the accuracy of each such
representation and warranty in entering into this Agreement and completing the
Purchase.
4.1 Corporate Matters
(a) Status and Capacity of Vendor. The Vendor is a subsisting corporation under
the laws of Canada, and has the corporate power and capacity to execute and
deliver this Agreement and to consummate the Purchase.
(b) Authorization of Purchase. The execution and delivery of this Agreement and
the consummation of the Purchase have been validly authorized by the Vendor.
(c) Enforceability. This Agreement has been validly executed and delivered by
the Vendor and is a legally binding obligation of the Vendor enforceable against
the Vendor, subject, as to enforcement, to bankruptcy, insolvency and other laws
affecting creditors' rights generally and to general principles of equity.
Except for the assignment of the Contracts, neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will:
(1) require any consent, authorization, approval or other action of any
government authority; or
(2) violate or constitute a default under the articles or by-laws of the
Vendor or any note, indenture, mortgage, deed of trust or other
contract, agreement or
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commitment of the Vendor, except for violations or defaults that
would not have a material adverse effect on the Business.
(d) Residence. The Vendor is not a non-resident of Canada within the meaning of
the Income Tax Act (Canada).
4.2 Taxes. All Taxes which could constitute or give rise to an Encumbrance on
any Purchased Asset with respect to periods prior to the date of this Agreement
and, to the extent payable by the Vendor, after the date of this Agreement will
paid by the Vendor prior to delinquency.
4.3 Contracts. All Contracts are in full force and no event, failure, condition
or act has occurred which, with the passage of time or the giving of notice,
would result in a default or breach by the Vendor, or to the knowledge of any
officer of the Vendor, any other party under any Contract, except, in each case,
for any failure to be in full force, or any such default or breach which would
not have a material adverse effect on the Business.
4.4 Title to Assets. Immediately prior to the execution and delivery of this
Agreement, the Vendor owned the Purchased Assets free and clear of all options,
pledges, mortgages, security interests, liens, charges, adverse claims, rights,
restrictions, burdens and encumbrances whatsoever (collectively, the
"Encumbrances"), except for any Encumbrance for Taxes not yet due and payable
and other statutory Encumbrances and Encumbrances that do not materially detract
from the value of the Purchased Assets or materially interfere with the use
thereof for the Business (collectively, the "Permitted Liens").
4.5 Customers. Except as set out on Schedule 2.1(d), to the knowledge of the
officers of the Vendor, none of such customers of the Business has threatened to
cease or materially alter its business relationship with the Business after the
date of this Agreement.
4.6 Permits. There are no government permits or consents relating to the
Business which are transferable to the Purchaser.
4.7 Compliance With Laws. The Vendor is in compliance with all applicable laws,
rules (having the force of law), regulations and ordinances applicable to the
Purchased Assets and the Business, except for any non-compliance which would not
have a material adverse effect on the Business. The Vendor is not in violation
of, or in default under any judgment, order, injunction, settlement agreement or
decree of, or any permit, license or other authority from, any court, agency or
instrumentality which binds the Purchased Assets or the Business, except for any
violation or default which would not have a material adverse effect on the
Business.
4.8 Litigation. There are no suits, arbitrations, or legal, administrative or
other proceedings or audits, inquiries or investigations pending, or to the
knowledge of the officers of the Vendor, threatened against or affecting the
Business or the Purchased Assets that would have a material adverse effect on
the Business or the Purchased Assets, as the case may be.
4.9 Product Liability. To the knowledge of the officers of the Vendor, since
December 1, 1997 there has been no claim, notice of claim, demand or
investigation concerning any alleged design, engineering or safety defect of any
product represented by the Vendor as part of the Business for which the Vendor
has been named a defendant or potential defendant.
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SECTION 5 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendor as stated below
and acknowledges that the Vendor is relying on the accuracy of each such
representation and warranty in entering into this Agreement and completing the
Purchase.
5.1 Status. The Purchaser is a subsisting corporation under the laws of Ontario,
and has the corporate power and capacity to execute and deliver this Agreement
and to consummate the Purchase.
5.2 Due Authorization. The execution and delivery of this Agreement and the
consummation of the Purchase have been validly authorized by the Purchaser.
5.3 Enforceability. This Agreement has been validly executed and delivered by
the Purchaser and is a legally binding agreement of the Purchaser enforceable
against the Purchaser, subject, as to enforcement, to bankruptcy, insolvency and
other laws affecting creditors' rights generally and to general principles of
equity. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will:
(1) require any consent, authorization, approval or other action of any
government authority; or
(2) violate or constitute a default under the articles or by-laws of the
Vendor or any note, indenture, mortgage, deed of trust or other
contract, agreement or commitment of the Vendor.
5.4 Share Capital. The authorized capital of the Purchaser consists of an
unlimited number of common shares, of which, immediately following the closing
10,000 common shares, will be duly issued and outstanding as fully paid and
non-assessable. All such shares will be issued to, and registered in the name
of, the Vendor, free from all Encumbrances or restrictions whatsoever, except in
accordance with the articles of the Purchaser and applicable law.
SECTION 6 -- SURVIVAL AND INDEMNIFICATION
6.1 Survival. The representations and warranties contained in sections 4 and 5
shall survive the closing for a period of one year and the undertakings and
agreements to be performed after the date of this agreement shall survive the
closing indefinitely unless otherwise specified in this Agreement.
Notwithstanding the foregoing, any representation, warranty, undertaking or
agreement that survives the closing but would otherwise terminate in accordance
with this section 6.1 will continue to survive to the extent notice of any claim
has been given on or prior to the termination of such survival until the related
claim for indemnity has been satisfied or otherwise resolved as provided in this
section 6.
6.2 Indemnity for Purchaser. The Vendor shall, subject to the other terms of
this Agreement, indemnify the Purchaser and save and hold the Purchaser harmless
from, against, for and in respect of any and all damages (including amounts paid
in settlement with the Vendor's consent), losses, obligations, liabilities,
liens, deficiencies, costs and expenses, including reasonable attorneys' fees
and other reasonable costs and expenses incident to any suit, action,
investigation, claim or proceeding net of any amounts recoverable under
insurance policies, suffered, sustained, incurred or required to be paid by the
Purchaser by reason of:
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(a) any representation or warranty made by the Vendor in this Agreement
which is untrue or incorrect in any material respect;
(b) any material failure by the Vendor to observe or perform its
undertakings and agreements set out in this Agreement; or
(c) any failure by the Vendor to satisfy and discharge any other
liability or obligation (including any liability for Taxes) arising
out of the operation of the Business prior to the date of this
Agreement or the conduct of the Vendor's business after the date of
this Agreement.
6.3 Indemnity for Vendor. The Purchaser shall, subject to the other terms of
this Agreement, indemnify the Vendor and save and hold the Vendor harmless from,
against, for and in respect of any and all damages (including amounts paid in
settlement with the Purchaser's consent), losses, obligations, liabilities,
claims, deficiencies, costs and expenses, including reasonable attorneys' fees
and other reasonable costs and expenses incident to any suit, action,
investigation, claim or proceeding net of any amounts recoverable under
insurance policies, suffered, sustained, incurred or required to be paid by the
Vendor by reason of:
(a) any representation or warranty made by the Purchaser in this
Agreement which is untrue or incorrect in any material respect;
(b) any material failure by the Purchaser to observe or perform its
undertakings and agreements set out in this Agreement; or
(c) any failure by the Purchaser to satisfy and discharge any Assumed
Liability or any liability relating to the Purchased Assets or the
Business resulting from the Purchaser's operation of the Business
after the Closing Time or the Purchaser's ownership or use of the
Purchased Assets after the Closing Time.
6.4 Right to Defend. Upon receipt of a notice of a claim under this section 6 (a
"Claim Notice"), the party obliged to provide an indemnity under this Agreement
(the "Indemnifying Party") shall promptly assume the defense of, and contest or
otherwise protect against, such suit, action investigation, claim or proceeding
at its own cost and expense. The other party (the "Indemnified Party") shall
have the right, but not the obligation, to participate at its own expense in the
defense thereof by counsel of its own choosing, but the Indemnifying Party shall
be entitled to control the defense unless the Indemnified Party has relieved the
Indemnifying Party from liability with respect to the particular matter or in
the event set out in the next sentence. In the event the Indemnifying Party
shall fail to defend, contest or otherwise protect within 10 days of the receipt
of a Claim Notice against any such suit, action, investigation, claim or
proceeding, the Indemnified Party shall have the right, but not the obligation,
to defend, contest or otherwise protect against the same and, with the prior
written approval of the Indemnifying Party, make any compromise or settlement
thereof and subject to the limitations set out in sections 6.2 or 6.3, as the
case may be, recover the entire cost thereof from the Indemnifying Party
including all amounts paid as a result of such suit, action, investigation,
claim or proceeding or the compromise or settlement thereof which was approved
by the Indemnifying Party. However, if the Indemnifying Party undertakes the
defense of such matters, the Indemnified party shall not be entitled to recover
from the Indemnifying Party any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense
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thereof other than the reasonable costs of investigation undertaken by the
Indemnified Party with the prior written consent of the Indemnifying Party.
SECTION 7 -- ARBITRATION
7.1 Scope. Any dispute or other controversy between the parties relating to this
Agreement (including any dispute as to whether an issue is arbitrable) shall be
referred to arbitration under the Arbitration Act, 1991 (Ontario), but subject
to the terms of this section 7.
7.2 Appointment of Arbitrators. A party desiring arbitration under this section
7 shall give a notice of arbitration to the other party containing a concise
description of the matter submitted for arbitration. Within 10 business days
after a party gives a notice of arbitration, the parties shall jointly appoint a
single arbitrator (the "Arbitrator"), who shall be a retired judge of the
Ontario Court (General Division) or of any court of a province of Canada having
jurisdiction comparable to or higher than that of such court. If the parties
fail to appoint an Arbitrator within such time, an Arbitrator shall be
designated by a judge of the Ontario Court (General Division) upon application
by either party.
7.3 Powers of Arbitrator. The Arbitrator may determine all questions of law and
jurisdiction (including questions as to whether a dispute is arbitrable) and all
matters of procedure relating to the arbitration. The Arbitrator shall have the
right to grant legal and equitable relief (including injunctive relief) and to
award costs (including legal fees and the costs of the arbitration) and
interest.
7.4 Arbitration Procedure. The arbitration shall take place in the Municipality
of Metropolitan Toronto at such place therein and time as the Arbitrator may
fix. No later than 20 business days after hearing the representations and
evidence of the parties, the Arbitrator shall make his or her determination in
writing and deliver one copy to each of the parties. The decision of the
Arbitrator shall be final and binding upon the parties in respect of all matters
relating to the arbitration, the conduct of the parties during the proceedings,
and the final determination of the issues in the arbitration.
7.5 Awards and Appeal. There shall be no appeal from the determination of the
Arbitrator to any court under the Arbitration Act, 1991 (Ontario). Judgment upon
any award rendered by the Arbitrator may be entered in any court having
jurisdiction thereof.
7.6 Costs of Arbitration. The costs of any arbitration under this section 7
shall be borne by the parties in the manner specified by the Arbitrator in his
or her determination.
7.7 Rules. Insofar as they do not conflict with this section 7, the Rules of
Procedure For Commercial Arbitration of the Arbitration and Mediation Institute
of Canada Inc. in effect at the date of commencement of any arbitration held
under this section 7 shall be applicable to the arbitration, and the Arbitrator
shall have jurisdiction to take such action and make such orders as are
contemplated in such rules.
7.8 Condition Precedent. Submission to arbitration under this section 7 shall be
a condition precedent to bringing any action with respect to this Agreement.
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SECTION 8 -- GENERAL
8.1 Notice. Unless otherwise specified, each notice to a party must be given in
writing and delivered personally or by overnight courier or transmitted by fax
to the party as follows:
If to the Vendor: Grant Brothers Sales, Limited
000 Xxxxxxx Xxxxxx, Xxxx #0
Xxxxx Xxxx, Xxxxxxx X0X 0X0
Attention: President
Fax No: (000) 000-0000
If to the Purchaser: Grant Automotive Group Inc.
000 Xxxxxxx Xxxxxx, Xxxx #0
Xxxxx Xxxx, Xxxxxxx X0X 0X0
Attention: President
Fax No: (000) 000-0000
with a copy to: Xx. Xxxxxx Xxxxxxx
Wuersch & Xxxxxx LLP
Attorneys At Law
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
XXX 00000
Fax No: (000) 000-0000
or to any other address, fax number or individual that the party designates. Any
notice, if delivered personally or by courier, will be deemed to have been given
when actually received, and if transmitted by fax before 3:00 p.m. (Toronto
time) on a business day, will be deemed to have been given on that business day,
and if transmitted by fax after 3:00 p.m. (Toronto time) on a business day, will
be deemed to have been given on the next business day.
8.2 Time. Time shall be of the essence of this Agreement.
8.3 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario, and each of the parties
irrevocably attorns to the non-exclusive jurisdiction of the courts of Ontario.
8.4 Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter and supersedes all prior
agreements, representations, negotiations and understandings, whether written or
verbal. No term of this Agreement may be amended or waived except in writing.
8.5 Severability. Any term of this Agreement which is invalid or unenforceable
shall not affect any other term and shall be deemed to be severable.
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8.6 Assignment and Enurement. No party may assign this Agreement without the
prior written consent of the other party (except to an affiliate of such party),
which consent may not be unreasonably withheld or delayed. This Agreement enures
to the benefit of and binds the parties and their respective successors and
permitted assigns.
The parties have duly executed this Agreement.
GRANT BROTHERS SALES, LIMITED
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name:
Title:
By: /s/ Xxx X. Xxxxx
------------------------------
Name:
Title:
GRANT AUTOMOTIVE GROUP INC.
By: /s/ Xxxxx Xxxx
-------------------------------------
Xxxxx Xxxx
President
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