AGREEMENT
EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is made as of this 17th day of April, 2007, among XXXXX XXXXXXXXX, an individual, XXXXX XXXXXXXXX, an individual, XXXXXXXXX XXXXXXXXX, an individual, CALOYERAS FAMILY PARTNERSHIP, a Nevada limited partnership (“Caloyeras Family Partnership”) and TOROTEL, INC., a Missouri corporation (“Torotel”). Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxxx are sometimes hereinafter referred to as the “Caloyeras Shareholders.”
WHEREAS, Xxxxx Xxxxxxxxx is willing to dismiss without prejudice the action captioned Xxxxx Xxxxxxxxx v. Torotel, Inc., Xx. 00-0000-XXX (Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx of Kansas) (the “Pending Action”), obtain mutual releases of all claims in the event the shares are purchased pursuant to this option, and covenant not to xxx xxxxx to July 31, 2007, in consideration for Torotel agreeing to certain terms and conditions as specifically set forth herein.
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7. Inadmissibility of Agreement for Other Purposes. This Agreement shall only be admissible in any proceeding involving the parties to prove the terms hereof, and shall be inadmissible for all other purposes and in any other proceeding.
8. Entire Agreement; No Oral Modification. This document represents the entire agreement of the parties with respect to the subject matter of this Agreement and may not be modified except in writing signed by all parties.
10. Counterparts. This Agreement may be executed in one or more counterparts constituting one and the same agreement.
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11. Effective Date; Additional Parties. This Agreement shall become effective and binding as of the day and year first above written.
12. Governing Law and Forum. This Agreement shall be governed by the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple counterpart copies, each of which shall be deemed an original but constitute one and the same instrument as of the day and year first above written.
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CALOYERAS SHAREHOLDERS: | ||
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/s/ Xxxxx Xxxxxxxxx | |
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Xxxxx Xxxxxxxxx | |
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/s/ Xxxxx Xxxxxxxxx | |
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Xxxxx Xxxxxxxxx | |
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/s/ Xxxxxxxxx Xxxxxxxxx | |
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Xxxxxxxxx Xxxxxxxxx | |
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CALOYERAS FAMILY PARTNERSHIP: | ||
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Xxxxx Xxxxxxxxx, Member |
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TOROTEL, INC.: | ||
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By: |
/s/ Xxxx X. Xxxxxxxx, Xx. |
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Name: |
Xxxx X. Xxxxxxxx, Xx. |
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Title: |
President and CEO |
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