Exhibit 10.8
August 15, 2006
Letter of Agreement concerning transfer of shares, payment and delivery thereof,
Lien Release, Power of Attorney, Irrevocable Voting Proxy, acknowledgements, et
al
TO:
▇▇▇▇▇▇ ▇. Sample
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇.▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Mr. Sample:
1. In connection with that certain Stock Purchase and Subscription
Agreement by and between ▇▇▇▇▇ Construction, Inc., ▇▇▇▇▇▇▇ Asset Management,
LLC, ▇▇▇▇▇▇▇ Resources, Inc., and ▇▇▇▇▇▇ ▇. Sample entered into on the even day
herewith, you hereby acknowledge that delivery of the 1,500,000 shares of Common
Stock owned by ▇▇▇▇▇▇▇ Resources, LLC is not immediately now feasible on this
date, but that delivery of the 4,000,000000 shares owned by ▇▇▇▇▇▇▇ Asset
Management, LLC is. Accordingly, contemporaneously with the execution of this
Lletter and the Stock Purchase and Subscription Agreement you will deliver to me
$50,000 for the 4,000,000 shares and the balance, $15,000, will be paid upon
delivery of the remaining 1,500,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, pursuant to the power
of attorney from ▇▇▇▇▇ ▇▇▇▇▇▇▇, a copy of which is attached hereto and under the
authority of ▇▇▇▇▇ ▇. ▇▇▇▇▇, General Partner of ▇▇▇▇▇ #1 Ltd., $50,000 for
the 4,000,000 shares with the proviso that delivery of said 4,000,000 shares
will be made upon delivery of a lost certificate affidavit being accepted by the
stock transfer agent and reissuance of said 4,000,000 shares, which affidavit
shall be prepared and delivered to American Stock Transfer without delay...
2. In addition $15,000 will be delivered to ▇▇▇▇▇▇▇▇▇ for the same account
and will be held until the remaining 1,500,000 shares from ▇▇▇▇▇▇▇ Resources,
LLC are delivered, it being agreed that they will be delivered as expeditiously
as possible and in such manner and form as you shall reasonably approve. If
those shares have not yet been transferred as of February 2, 2007, you or your
assigns may, at your option, instruct ▇▇▇▇▇▇▇▇▇ to return all or any part of
those funds awaiting my acquisition of the shares. Upon my notice to you that
the shares have been acquired and are available for transfer, you agree to have
the funds returned to ▇▇▇▇▇▇▇▇▇ no later than ten (10) days from my notice, and
the funds will thereafter be available for automatic execution of the purchase
of those additional shares through ▇▇▇▇▇▇▇▇▇'▇ release as if there had been no
delay..
3. ▇▇▇▇▇▇▇ Asset Management, LLC and ▇▇▇▇▇▇▇ Resources, LLC (Collectively,
"▇▇▇▇▇▇▇"), ▇▇▇▇▇ # 1, Ltd. and I hereby appoint, for a period of nine years
from the date hereof, you, ▇▇▇▇▇▇ ▇. Sample, as ▇▇▇▇▇ # 1, and ▇▇▇▇▇▇▇'▇ and
my agent and attorney-in-fact to vote any shares of said 5,500,000 shares of
Common Stock and 25,000 shares of Series A Preferred Stock contemplated in that
certain Stock Purchase and Subscription Agreement and Series A Preferred Stock
of Acacia Automotive, Inc., f/k/a ▇▇▇▇▇ Construction, Inc.referred to above,
that are now owned or may come to be owned by ▇▇▇▇▇ # 1 and/or ▇▇▇▇▇▇▇ and/or
me and/or any affiliates thereof. By this ▇▇▇▇▇ ▇▇▇▇▇ # 1 , and ▇▇▇▇▇▇▇ and I
intend that this Power of Attorney be considered coupled with an interest
sufficient to make the power irrevocable and hereby make this Power of Attorney
irrevocable.
4. ▇▇▇▇▇ # 1 and I hereby agree that upon the conversion of all of the
shares of Series A Preferred Stock owned by ▇▇▇▇▇▇ ▇. Sample into Common Stock,
either voluntarily or by operation of law or otherwise, ▇▇▇▇▇ # 1 or me, as
appropriate, will convert all shares of Series A Preferred Stock then owned into
Common Stock.
5. ▇▇▇▇▇ # 1 hereby releases upon delivery of $50,000 to ▇▇▇▇▇ # 1 any and
all security interests and liens which ▇▇▇▇▇ # 1 may have with respect to any
portion or all of the 4,000,000 shares contemplated in said Stock Purchase and
Subscription Agreement and hereby similarly release, upon delivery of $15,000 to
▇▇▇▇▇ # 1, any and all security interests and liens which ▇▇▇▇▇ # 1 may have
with respect to any portion of the balance of the 5,500,000 shares of Common
Stock. Said release does not extend to proceeds from the sale other than
compensation related to ▇▇. ▇▇▇▇▇▇▇▇▇ and related expenses he incurs. ▇▇▇▇▇ # 1
and I hereby agrees to indemnify you and ▇▇▇▇▇ Construction, Inc. and save you
both harmless from any loss, claim or liability in connection with any security
interest or lien other than a lien on the proceeds from the sale of all or any
portion of the 5,500,000 shares of Common Stock. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, pursuant to
that certain power of attorney from ▇▇▇▇▇ ▇▇▇▇▇▇▇, receiver of TOC, Inc. and its
subsidiaries, ▇▇▇▇▇▇▇ Asset Management, LLC and ▇▇▇▇▇▇▇ Resources, LLC, with my
full authority as General Partner of ▇▇▇▇▇ # 1, Ltd.,agrees to effect a proper
conveyance of any funds tendered under that certain Stock Purchase Agreement in
favor of ▇▇▇▇▇▇▇ Asset Management, LLC and/or ▇▇▇▇▇▇▇ Resources, Inc. to ▇▇▇▇▇ #
1 in fulfillment of any requirements needed to cause any security interests or
liens to be satisfied with regard to you, your shares purchased thereby, your
interest in ▇▇▇▇▇ Construction, Inc., and ▇▇▇▇▇ Construction, Inc.
6. The parties understand the importance of timeliness in all the matters
pertaining to performance and deliveries required hereunder, and agree to
discharge my/our responsibilities in the most expeditious manner possible to
effect a smooth and orderly transfer of ownership and control of ▇▇▇▇▇
Construction, Inc. to you.
7. The parties hereby acknowledge my acquiescence and agreement to the
terms and conditions of that certain Stock Purchase and Subscription Agreement
in which you purchase the controlling interest in ▇▇▇▇▇ Construction, Inc.
If the above correctly sets forth our agreement, please sign the enclosed
copy of this Letter below to so indicate.
Very truly yours,
▇▇▇▇▇ ▇. ▇▇▇▇▇ and as General Partner, ▇▇▇▇▇ # 1, Ltd.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, individually and as manager General Partner,
▇▇▇▇▇ # 1, Ltd.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ pursuant to Power of Attorney, From ▇▇▇▇▇
▇▇▇▇▇▇▇, receiver TOC, Inc, and its subsidiaries, ▇▇▇▇▇▇▇ Asset
Management, LLC and ▇▇▇▇▇▇▇ Resources, LLC
AGREED:
/s/ ▇▇▇▇▇▇ ▇. Sample
-------------------
▇▇▇▇▇▇ ▇. Sample
