Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of the 30th day of November, 2005, by and between Halter Financial
Investments, L.P., a Texas limited partnership ("Purchaser"), maintaining an
address at 00000 Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000, Xxxx X. Xxxxxxx ("Xxxxxxx"),
Xxxxxxx X. Xxxxxx ("Xxxxxx" and collectively with Brandys, the "Sellers") and
Zeolite Exploration Company, a Nevada corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Sellers desire to sell to Purchaser and Purchaser desires to
purchase from each of the Sellers 2,475,000 restricted shares, for a total of
4,950,000 restricted shares (the "Shares"), of the common capital stock of the
Company, par value $0.00001 per share, representing approximately 78.8% of the
Company's issued and outstanding common capital stock at the time of Closing (as
hereinafter defined), upon the terms, provisions, and conditions and for the
consideration hereinafter set forth; and
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance and Sale of Shares.
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Based upon the representations, warranties, and covenants and subject to
the terms, provisions, and conditions contained in this Agreement, the Sellers
agree to sell and deliver the Shares to Purchaser, free and clear of all liens,
pledges, encumbrances, security interests, and adverse claims, and Purchaser
agrees to purchase the Shares from the Sellers for the consideration hereinafter
set forth.
Section 2. Purchase Price.
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The total purchase price to be paid to the Sellers by Purchaser for the
Shares is $100,000.00 (the "Purchase Price"), payable in cash by wire transfer
of immediately available funds or certified check.
Section 3. The Closing.
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Upon execution of this Agreement (the "Closing"), the Sellers shall deliver
to Purchaser a certificate(s) evidencing the Shares issued in the name of
Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to the
Sellers the Purchase Price.
Section 4. Representations and Warranties of the Sellers and the Company.
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In connection with the transactions contemplated by this Agreement, the
Sellers and the Company hereby represent and warrant to Purchaser as follows:
4.1. Organization, Standing and Power.
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The Company is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is incorporated and has the requisite
corporate power and authority to carry on its business as now being conducted.
The Company is duly qualified or licensed to do business and is in good standing
in each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification or licensing necessary. The
Company has heretofore delivered to the Purchaser true and complete copies of
its Articles of Incorporation, as amended, and By-laws, each as currently in
effect. The Company has no subsidiaries and does not own or control, directly or
indirectly, any shares of capital stock of any other corporation or any interest
in any partnership, Limited Liability Company, joint venture or other
non-corporate business enterprise.
4.2. Validity of Transaction.
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This Agreement and, as applicable, each other agreement contemplated hereby
are, or upon execution will be, valid and legally binding obligations of the
Sellers and the Company, enforceable in accordance with their respective terms
against the Sellers and the Company, except as limited by bankruptcy, insolvency
and similar laws affecting creditors generally, and by general principles of
equity. At the time that the Shares are sold, assigned, transferred and conveyed
to Purchaser pursuant to this Agreement, the Shares will be duly authorized,
validly issued, fully paid and nonassessable. The execution, delivery and
performance of this Agreement have been duly authorized by the Sellers and the
Company and will not violate any applicable federal or state law, any order of
any court or government agency or the Articles of Incorporation or By-laws of
the Company. The execution, delivery and performance of this Agreement and each
other agreement contemplated hereby will not result in any breach of or default
under, or result in the creation of any encumbrance upon any of the assets of
the Sellers or the Company pursuant to the terms of any agreement by which the
Sellers, the Company or any of their respective assets may be bound. Neither the
Sellers nor the Company has any knowledge that any consent, approval or
authorization of, or registration or filing with any governmental authority or
other regulatory agency, is required for the validity of the execution and
delivery by the Sellers and the Company of this Agreement or any documents
related thereto.
4.3. Capital Structure.
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The authorized capital stock of the Company consists of 100,000,000 shares
of common stock, par value $0.00001 per share (the "Company Common Stock"). As
of the date of this Agreement, there are 6,275,000 shares of Company Common
Stock issued and outstanding. No shares of Company Common Stock are held by the
Company in its treasury. All outstanding shares of capital stock of the Company
have been duly authorized and validly issued, are fully paid and nonassessable,
and were not subject to preemptive or similar rights at the time of issuance. No
bonds, debentures, notes or other indebtedness of the Company having the right
to vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which the stockholders of the Company may vote are
issued or outstanding. There are no outstanding stock appreciation rights or
similar derivative securities or rights, including options or warrants, of the
Company.
4.4. Absence of Certain Changes or Events; No Undisclosed Material
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Liabilities.
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The Company has no Liabilities. "Liability" means, as to any person, all
debts, liabilities and obligations, direct, indirect, absolute or contingent of
such person, whether accrued, vested or otherwise, whether known or unknown and
whether or not actually reflected, or required in accordance with accounting
practices generally accepted in the United States ("GAAP") to be reflected, in
such person's balance sheet.
4.5. Compliance with Applicable Laws.
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The Company has, and after giving effect to the transactions contemplated
hereby will have, in effect all federal, state, local and foreign governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits and rights ("Permits") necessary for it to own, lease or operate its
properties and assets and to carry on its business as now conducted, and there
has occurred no default under any such Permit, except (a) for the lack of
Permits and for defaults under Permits which individually or in the aggregate
would not have a Company Material Adverse Effect, or (b) notices to be filed
with the U.S. Securities and Exchange Commission ("SEC") and state securities
agencies with regard to transactions contemplated herein. For purposes of this
Agreement, the term "Company Material Adverse Effect" means any material adverse
effect with respect to the Company, taken as a whole, or any change or effect
that adversely affects, or is reasonably expected to adversely affect, the
ability of the Company to maintain its current business operations or to
consummate the transactions contemplated by this Agreement in any material
respect. The Company is in compliance with, and has no liability or obligation
under, all applicable statutes, laws, ordinances, rules, orders and regulations
of any court or governmental or regulatory authority or body ("Governmental
Entity"), including any liability or obligation to undertake any remedial action
under hazardous substances laws, except for (y) instances of non-compliance,
liabilities or obligations, which individually or in the aggregate would only
have an immaterial effect, or (z) notices to be filed with the SEC and state
securities agencies with regard to transactions contemplated herein.
4.6. Litigation, etc.
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As of the date hereof, (a) there is no suit, claim, action or proceeding
(at law or in equity) pending or threatened against the Company (including,
without limitation, any product liability claims) before any Governmental
Entity, and (b) the Company is not subject to any outstanding order, writ,
judgment, injunction, order, decree or arbitration order that, in any such case
described in clauses (a) and (b), (i) could reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect or (ii)
involves an allegation of criminal misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended. As of the date hereof, there
are no suits, actions, claims or proceedings pending or threatened, seeking to
prevent, hinder, modify or challenge the transactions contemplated by this
Agreement.
4.7. Disclosure.
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The representations and warranties and statements of fact made in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein not
false or misleading.
4.8. Taxes and Tax Returns.
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All taxes payable have been paid when due; there is no examination or
audit, or any claim, asserted deficiency or assessment for additional taxes in
progress, pending, or threatened, nor is there any reasonable basis for the
assertion of any such claim, deficiency or assessment; no material special
charges, penalties, fines, liens, or similar encumbrances have been asserted
against the Company with respect to payment of or failure to pay any taxes which
have not been paid or resolved without further liability to the Company. The
Company has not executed or filed with any taxing authority any agreements
extending the period for assessment or collection of any taxes. Proper amounts
have been withheld by the Company from its employees' compensation payments for
all periods in compliance with the tax withholding provisions of applicable
federal and state laws. The Company is not a party to any tax-sharing or
tax-allocation agreement, nor does the Company owe any amounts under any
tax-sharing or tax-allocation agreement.
4.9. Employee Benefit Plans.
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The Company does not have in place any arrangement or policy (written or
oral) providing for insurance coverage, workers' compensation, disability
benefits, supplemental unemployment benefits, vacation benefits, retirement
benefits or deferred compensation, profit sharing, bonuses, stock options, stock
appreciation rights, stock purchases or other forms of incentive compensation or
post-retirement insurance, compensation or benefits which is maintained or
administered by the Company, or to which the Company contributes, and which
covers any employee or former employee of the Company or under which the Company
has any liability, including "employee welfare benefit plan," "employee benefit
plan" and "employee pension benefit plan" as defined under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
The Company is not a party to any collective bargaining agreements. There
are no strikes or labor disputes or lawsuits, unfair labor or unlawful
employment practice charges, contract grievances or similar charges or actions
pending or threatened by any of the employees, former employees or employment
applicants of the Company that would have a Company Material Adverse Effect.
4.10. Certain Contracts.
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There are no written employment agreements or termination agreements with
current officers, directors or consultants of the Company and to which the
Company is a party.
As of the date of this Agreement, (i) the Company is not a party to or
bound by any commitment, agreement or other instrument (excluding commitments
and agreements in connection with extensions of credit by the Company) which
contemplates the payment of amounts in excess of $5,000, or which otherwise is
material to the operations, assets or financial condition of the Company,
including but not limited to any royalty, franchising fees, or any other fee
based on a percentage of revenues or income and (ii) no commitment, agreement or
other instrument to which the Company is a party or by which it is bound limits
the freedom of the Company to compete in any line of business or with any
person.
As of the date of this Agreement, the Company is not in default in any
material respect under any material lease, contract, mortgage, promissory note,
deed of trust, loan agreement, license agreement (as to royalty payments) or
other commitment or arrangement.
4.11. Assets; Properties and Insurance.
---------------------------------
The Company has no assets, whether tangible or intangible owns no real
property and maintains no insurance of any kind.
4.12. Minute Books.
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The minute book of the Company contains records which, in all material
respects, accurately record all meetings of their stockholders and Board of
Directors (including committees of the Board of Directors).
4.13. Environmental Matters.
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The Company has not received any written notice, citation, claim,
assessment, proposed assessment or demand for abatement alleging that the
Company is responsible for the correction or cleanup of any condition resulting
from the violation of any law, ordinance or other governmental regulation
regarding environmental matters, which correction or cleanup would be material
to the business, operations, assets or financial condition of the Company. The
Company does not have any knowledge that any toxic or hazardous substances or
materials have been emitted, generated, disposed of or stored on any real
property owned or leased by the Company, or owned or controlled by the Company
as a trustee or fiduciary (collectively, "Properties"), in any manner that
violates or, after the lapse of time may violate, any presently existing
federal, regional, state or local law or regulation governing or pertaining to
such substances and materials, the violation of which would have a Company
Material Adverse Effect. The Company does not have any knowledge that, during
the Company's ownership or lease of such Properties, any of such Properties has
been operated in any manner that violated any applicable national, state or
local law or regulation governing or pertaining to toxic or hazardous substances
and materials.
4.14. Loans, etc.
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As of the date of this Agreement, there are no liabilities, obligations or
indebtedness of any kind whatsoever chargeable to any Company stockholder and
payable to the Company by a Company stockholder.
4.15. Intellectual Property.
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There are no arrangements relating to the use by the Company of any
intellectual property owned by another person, and the Company has not at any
time been in breach of such arrangements. The Company has not granted and is not
obligated to grant a license, assignment or other right with respect to any
intellectual property.
4.16. Criminal Proceedings.
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Neither the Company nor its respective officers, directors, affiliates,
promoters nor any predecessor of the Company have been subject to or suffered
any of the following:
o Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other
misdemeanor offenses) within ten (10) years from the date hereof;
o Any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting such
person's involvement in any type of business, securities or banking
activities within ten (10) years from the date hereof; or
o Being found guilty by a court of competent jurisdiction (in a civil
action), the SEC or the Commodity Futures Trading Commission ("CFTC")
to have violated a federal or state securities or commodities law
within ten (10) years from the date hereof, and the judgment has not
been reversed, suspended or vacated.
Section 5. Representations and Warranties of Purchaser.
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Purchaser acknowledges and understands that the Shares are being acquired
for investment in a transaction that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Sellers and the Company that:
5.1. Investment Purposes.
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Purchaser is acquiring the Shares solely for investment purposes and not
with a view to, or for resale in connection with, any distribution thereof or
with any present intention of distributing or selling any of the Shares, except
as allowed by the Securities Act of 1933, as amended, or any rules or
regulations promulgated thereunder (collectively, the "Act").
5.2. Disposition of Shares.
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Purchaser will hold the Shares subject to all of the applicable provisions
of the Act, and Purchaser will not at any time make any sale, transfer, or other
disposition of the Shares in contravention of said Act.
5.3. Economic Risk.
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Purchaser acknowledges that it must bear the economic risk of its
investment in the Shares for an indefinite period of time since the Shares have
not been registered under the Act and therefore cannot be sold unless the Shares
are subsequently registered or an exemption from registration is available.
5.4. No Public Solicitation.
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The sale of the Shares to Purchaser is being made without any public
solicitation or advertisements.
5.5. Criminal Proceedings.
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Neither the Purchaser nor its respective officers, directors, affiliates,
promoters nor any predecessor of the Purchaser have been subject to or suffered
any of the following:
o Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other
misdemeanor offenses) within ten (10) years from the date hereof;
o Any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting such
person's involvement in any type of business, securities or banking
activities within ten (10) years of the date hereof; or
o Being found guilty by a court of competent jurisdiction (in a civil
action), the SEC or the CFTC to have violated a federal or state
securities or commodities law within ten (10) years of the date
hereof, and the judgment has not been reversed, suspended or vacated.
5.6. Information.
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Purchaser has received and reviewed such information as Purchaser deems
necessary to evaluate the risks and merits of its investment in the Company.
5.7. Accredited Investor.
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Purchaser is an "accredited investor" within the meaning of rule 501 of
Regulation D promulgated under the Act.
5.8. Financial Matters Experience.
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Purchaser has such knowledge and experience in financial matters as to be
capable of evaluating the merits and risks of an investment in the Shares.
Section 6. Conditions to the Obligations of Purchaser at Closing.
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The obligations of Purchaser at Closing are conditioned upon satisfaction,
on or prior to such date, of the following conditions, which conditions are
further conditioned upon the delivery of the Purchase Price by Purchaser:
6.1. Stock Certificates.
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The Company and the Sellers shall have delivered to Purchaser
certificate(s) issued in the name of Purchaser representing the number of Shares
to be purchased by Purchaser pursuant to this Agreement.
6.2. Resignation and Appointment of Officers and Directors.
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The Company shall have delivered duly executed letters of resignation from
each of its officers and each director other than Brandys, who shall remain a
director of the Company. The Company shall have also delivered resolutions
approved by the Board of Directors duly appointing Xxxxxxx X. Xxxxxx as the sole
officer of the Company, holding the titles of President, Secretary and Chief
Accounting Officer, and as a member of the Board of Directors.
Section 7. Indemnification.
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The Sellers and the Company acknowledge that they understand the meaning
and legal consequences of their representations, warranties and covenants and
that the Purchaser has relied upon such representations, warranties, and
covenants, and the Sellers and the Company hereby agree to indemnify and hold
harmless the Purchaser and its agents and employees for a period of one year
from the date of this Agreement from and against any and all loss, damage or
liability due to or arising out of a breach of any such representation,
warranty, or covenant or any adverse consequence suffered by Purchaser as a
result of the operation of the Company by Purchaser.
Section 8. Survival of Representations and Warranties.
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All representations, warranties, covenants, and agreements contained herein
shall not be discharged or dissolved upon, but shall survive the Closing and
shall be unaffected by any investigation made by any party at any time.
Section 9. Entirety and Modification.
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This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes any and all prior
agreements and understandings, whether oral or written, between the parties
hereto relating to such subject matter. No modification, alteration, amendment,
or supplement to this Agreement shall be valid or effective unless the same is
in writing and signed by all parties hereto.
Section 10. Successors and Assigns.
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This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns, heirs, and
personal representatives.
Section 11. Notices.
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All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as
properly given or made if hand delivered, mailed from within the United States
by certified mail, or sent by overnight delivery service to the applicable
address appearing in the preamble to this Agreement, or to such other address as
either party may have designated by like notice forwarded to the other party
hereto. All notices shall be deemed given when postmarked (if mailed), when
delivered to an overnight delivery service or, if hand delivered, when delivered
to the recipient.
Section 12. Severability.
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Every provision of this Agreement is intended to be severable. If any term
or provision hereof is illegal or invalid for any reason whatever, such
illegality or invalidity shall not affect the validity of the remainder of this
Agreement.
Section 13. Headings.
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The headings of this Agreement are inserted for convenience and
identification only, and are in no way intended to describe, interpret, define
or limit the scope, extent or intent hereof.
Section 14. Counterparts.
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This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Section 15. Legal Fees and Costs.
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If a legal action is initiated by any party to this Agreement against
another, arising out of or relating to the alleged performance or
non-performance of any right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses reasonably incurred by
each successful party or his, her or its legal counsel in investigating,
preparing for, prosecuting, defending against, or providing evidence, producing
documents or taking any other action in respect of, such action shall be the
joint and several obligation of and shall be paid or reimbursed by the
unsuccessful party or parties.
Section 16. Publicity.
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Except as otherwise required by law, none of the parties hereto shall issue
any press release or make any other public statement, in each case relating to,
connected with or arising out of this Agreement or the matters contained herein,
without obtaining the prior approval of the other to the contents and the manner
of presentation and publication thereof.
Section 17. Governing Law.
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This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada without reference to conflicts
of law provisions.
Section 18. Jurisdiction.
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Each party to this Agreement hereby irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in the courts of
the State of Nevada or of the United States of America for the District of
Nevada and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes thereof and expressly waives any claim of improper
venue and any claim that such courts are an inconvenient forum. Each party
hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
specified in Section 11, such service to become effective 10 days after such
mailing.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as
of the date first written above.
PURCHASER: HALTER FINANCIAL INVESTMENTS, L.P.
By: Halter Financial Investments GP, LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman
THE COMPANY: ZEOLITE EXPLORATION
COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
Chief Executive Officer
SELLERS: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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