EXHIBIT 2.1
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this 16th
day of December, 2006 (the "Execution Date")
BETWEEN
A4 BAR CATTLE COMPANY LTD.,
a company incorporated under with the laws of Alberta
OF THE FIRST PART
and
HYBRID FUELS (CANADA) INC.,
a company incorporated under the laws of British Columbia
OF THE SECOND PART
(individually the "Member" and collectively the "Members").
WHEREAS:
A. WHEREAS Agokan Developments Incorporated ("Agokan"), a company incorporated
pursuant to the laws of the Province of Alberta, has been negotiating on
behalf of the A4 Bar Cattle Company Ltd. ("A4") and Hybrid Fuels (Canada)
Inc. ("HFC") towards establishing a Joint Venture between the two above
named Companies and it is recognized and accepted that Agokan will continue
to act in professional and technical support.
B. WHEREAS it is understood that all contractual arrangements, negotiations
and agreements in all future First Nations dealings are the responsibility
of Agokan/A4.
C. WHEREAS Agokan and A4 agree to negotiating the financing of development and
establishment of the Siksika A4 Bar Farm Operations Project pilot
facilities (the "Project") for the Joint Venture between A4 Bar and HFC.
D. WHEREAS Agokan and A4 agree to undertake negotiations for the financing of
construction, allocation, and operation of properties on other First Nation
lands in Canada and the United States of America.
E. WHEREAS HFC have developed and hold proprietary rights, Trade Marks and/or
Patents on various mechanical devices, techniques and procedures which form
and become an essential part of the Joint Venture for commercial
development on First Nation Lands to the benefit of the Joint Venture.
F. WHEREAS A4, a multi-disciplinary team of professionals with solid corporate
expertise combined with years of hands-on technical and management
experience with various First Nations, Canadian and American companies,
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will assume the responsibility that the Joint Venture will be operated at
all times in full compliance with all applicable laws of the First Nation,
and will provide or arrange for rights of ingress and egress at all times
to the Joint Venture properties by anyone legally entitled to such rights.
G. WHEREAS it is understood by both parties that One Unit will be comprised of
twenty complete farm operations with barn capacity of 400 head per bar and
one packing plant. It is also understood and agreed that out of necessity
A4 will be the designee/operator for purposes of implementing the Joint
Venture agreement as a Siksika Pilot Project. It is also understood that
the Siksika Pilot Project will lead to the establishment of other Farm
Operations on other First Nations Lands with local designee/operators and
that A4 alone holds the right of choice and selection for all such
operations.
H. WHEREAS it is understood and agreed First Nations may open and operate
retail butcher shops where desired and will be owned exclusively by First
Nations, and these butcher shops will be guaranteed rights of "first
supply" should there be shortages.
I. WHEREAS it is one of the intentions of the Joint Venture that provisions
will be made for a human resources strategy for the training and employment
of skilled persons. The only caveat being that all A4 employees must be
aptly qualified for such employment under A4 Farm Operations. A4 Bar will
coordinate education and training programs with educational establishments,
or any other post-secondary educational institution, so as to ensure that
those employees wanting to be educated and trained in the fields relating
to Projects mentioned can do so;
J. WHEREAS the Parties wish to enter into an association of mutual benefit and
agree to jointly invest and set up a joint venture enterprise;
IN CONSIDERATION OF and as a condition of the Members entering into this
Agreement and other valuable consideration, the receipt and sufficiency of which
consideration is acknowledged, the parties to this Agreement agree as follows:
Formation
---------
1. By this Agreement the Members enter into a joint venture (the "Venture") in
accordance with the laws of the Province of Alberta. The rights and
obligations of the Members will be as stated in the applicable legislation
of the Province of Alberta except as otherwise provided here.
Name
----
2. The business name of the Venture will be Siksika A4 Bar Farm Operations
Project.
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Purpose
-------
3. The purpose of the Venture is to provide for the construction and operation
of two barns to be built on lands within the Siksika Nation occupied by
Xxxxx Wolfleg, a member of the Siksika Nation, and which shall house a
cattle operation operated by A4 Bar Farm Operations. The Venture will see
the construction of the two barns to demonstrate and prove the practicality
of both the "EcoSolve System" and the "Hybrid System" and their worth as an
Indian reserve-based operation.
The proposed operations are designed and expected to produce weight gains
of approximately 4 pounds daily per animal, each bar is to produce
approximately 1650 litres of wet ethanol per day and operate turbine
generators having an approximate 1 megawatt yield. Each barn will hold
approximately 400 head and have an internal hydroponic green barley grass
growing system designed to produce a ration of approximately 12 pounds
daily per head.
A4 will finish 400 head in each barn every cycle of approximately 4 months
and will be housed in atmospheric controlled barns equipped with fly
control devices and fed a diet of distillers dried grains and brewers mash.
A packing house is planned to be built less than 25 miles from the barns to
prevent any shipping stress.
The proposed Siksika A4 Bar Farm Operations will provide innovative
alternative approaches to economic and community development on First
Nation lands. If the proposed operations prove to be profitable, the
Members plans to expand future operations with other First Nations shall be
governed by this Agreement. It is intended to facilitate and assist First
Nations to achieve economic self-sufficiency and independence and
accommodate First Nation realities within a framework of First Nation
philosophies and principles.
Term
----
4. The Venture will begin on December 16th, 2006 and will continue to be in
full force until terminated as provided by this Agreement.
Place of Business
-----------------
5. The principal office and legal address of the business of the Venture will
be located at SW 1/000-00-00 W4M, P.O. Box 1459, Siksika, Alberta, TOJ 3W0
or such other place as the Members may from time to time designate.
Business Management
-------------------
6. The Venture will be directed, controlled and managed by a management
committee (the "Management Committee"). Within the limits of the Purpose of
the Venture and the terms of this Agreement, the Management Committee will
have full authority to bind the Members in all matters relating to the
direction, control and management of the Venture.
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Authority to bind the Venture in contract or in any third party business
relationship lies exclusively with the Management Committee, or its
delegate.
7. Each Member will have a vote in the Management Committee as defined in the
Voting section of this Agreement. The Management Committee will consist of
two representatives (the "Representatives") on behalf of A4, and one
representative on behalf of HFC. Each Representative will have the
authority to bind their respective Member in decisions relating to the
Venture. Each Member may replace a Representative or appoint a temporary
alternate at its own discretion on reasonable notice to the remaining
Members.
8. All actions and decisions respecting the appointment of an accounting firm
for the Venture require the consent and agreement of a majority of the
Management Committee.
9. A General Manager may be appointed where necessary or desirable. Duties of
the General Manager will be determined by the Management Committee.
Capital Contributions
---------------------
10. Each of the Members has contributed to the capital of the Venture, in cash
or property in agreed upon value, as follows (the "Capital Contribution"):
Member Contribution Description Agreed Value
--------------------------------------------------------------------------------
A4 Bar Cattle Company Ltd Land, cattle, construction and $9,000,000.00 CAD
operation of facility
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc. Proprietary Technology $9,000,000.00 CAD
--------------------------------------------------------------------------------
11. Each Member will contribute its respective capital contributions fully and
on time according to the following schedule:
Member Contribution Schedule
--------------------------------------------------------------------------------
A4 Bar Cattle Company Ltd The construction of two barns on land
occupied by A4 shall be started in the spring
of 2007. A4 will use its best efforts to have
the barns populated by cattle by the summer
of 2007.
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc. HFC shall deliver to A4 an agreement to
provide proprietary technology by the spring
of 2007.
--------------------------------------------------------------------------------
Duties of Members
-----------------
12. Each Member will be responsible for its respective duties as follows:
Member Duties Description
--------------------------------------------------------------------------------
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A4 Bar Cattle Company Ltd A4 shall be obligated to finance, and build
two barns on the Siksika Nation, and to
populate the barns with cattle. A4 shall
operate the project on a day to day basis,
including use of the EcoSolve Systems
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc. HFC shall provide proprietary technology,
including the Hybrid System.
--------------------------------------------------------------------------------
13. Duties of Members may be amended, from time to time, by decision of the
Management Committee, provided that the Members' interests are not affected
except with the unanimous consent of the Members.
Excise Canada
-------------
14. It is understood and agreed by all parties that HFC's participation is
constrained always by regulations made from time to time by Excise Canada
(which controls all aspects of rights of distillation and ownership of
equipment and paraphernalia pertaining to alcohol production) and/or its'
equivalent Agency in the United States.
15. No changes to ownership and operation of any individual plant may be made
absent compliance with regulations of Excise Canada affecting alcohol
production.
Proprietary Technology
----------------------
16. The parties agree that the proprietary technology is pivotal to the success
of the entire integrated operation and that the physical assets are
incidental to the proprietary technology.
Withdrawal of Capital
---------------------
17. No Member will have the right to demand or withdraw any portion of their
capital contribution without the express written consent of the remaining
Members.
18. The Members will not be personally liable for the return of all or part of
the capital contributions of a Member, except as otherwise provided in this
Agreement.
Additional Capital
------------------
19. Capital Contributions may be amended from time to time, according to the
requirements of the Joint Venture, by decision of the Management Committee,
provided that the Members' Interests are not affected, except with the
unanimous consent of the Members.
20. Any advance of money to the Venture by any Member in excess of the amounts
provided for in this Agreement or subsequently agreed to as an Additional
Capital Contribution will be deemed a debt due from the Venture rather than
an increase in Capital Contribution of the Member. This liability will be
repaid with interest at such rates and times to be determined by a majority
of the Members. This liability will not entitle the lending Member to a
greater voting power. Such debts may have preference or priority over any
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other payments to Members as may be determined by a majority of the
Members.
Capital Accounts
----------------
21. An individual capital account will be maintained for each Member and their
initial Capital Contribution will be credited to this account. Any
additional, approved contributions to the Venture's capital made by a
Member will be credited to that Member's individual Capital Account.
Interest on Capital
-------------------
22. No borrowing charge or loan interest will be due or payable to any Member
on any Capital Contribution or on their Capital Account despite any
disproportion that may from time to time arise among the Capital Accounts
of the Members.
Ownership, and Share of Profits and Losses
------------------------------------------
23. The Project is being built on lands occupied by Xxxxx X. Wolfleg. A4, with
its Joint Venture partners, shall be responsible for the construction and
operation of the barns, as well as the purchase of all cattle, and for any
financing required by the Project. Upon completion of construction, Xxxxx
X. Wolfleg shall be the owner of the barns and any other improvements made
upon his lands.
24. HFC shall be responsible for providing the proprietary technology required
including the Hybrid System.
25. A separate agreement or amendment to this Agreement shall be entered into
as between the Members to set out the methodology and structure of dividing
profits and losses between the Members.
Books of Account
----------------
26. Accurate and complete books of account of the transactions of the Venture
will be kept by a person to be designated by the Management Committee and
at all reasonable times shall be available and open to inspection and
examination by any Member.
27. The Books of Account will be kept in accordance with generally accepted
accounting principles.
Fiscal Year
-----------
28. The fiscal year is to be determined by the Management Committee as soon as
practicable.
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Bank Accounts
-------------
29. The funds of the Venture will be placed in such investments and banking
accounts as will be designated by the Members. Venture funds will be held
in the name of the Venture and will not be commingled with those of any
other person or entity.
Management Duties
-----------------
30. Duties and obligations of the Management Committee in relation to the
Venture will include the following:
a. Establishing policy with regard to achieving the purpose and
objectives of the Venture.
b. Managing the day to day business of the Venture.
c. Monitoring, controlling and directing the financial, business and
operational affairs of the Venture.
d. Proper maintenance of books of account and financial records
according to generally accepted accounting practices.
e. Monitoring, analyzing and acting on all issues over which it
would have express or implied authority according to this
Agreement.
f. All responsibilities attached to hiring of production and
administration staff including any required labor negotiations.
All responsibilities attached to hiring of third party
contractors.
Meetings
--------
31. Regular management meetings will be held annually. Minutes of the meeting
will be maintained on file.
32. Any Member can call a special meeting to resolve issues that require a
vote, as indicated by this Agreement, by providing all Members with
reasonable notice. Where a special meeting has been called, the meeting
will be restricted to the specific purpose for which the meeting was held.
33. All meetings will be held at a time and in a location that is reasonable,
convenient and practical considering the situation of all Members. Meetings
may be held by telephone by agreement of the Management Committee.
Amendments
----------
34. The Venture may, at any time, amend this Agreement by unanimous agreement
of the Members in writing, such consent not to be unreasonably withheld.
Admitting a New Member
----------------------
35. New Members may be admitted into the Venture only with the unanimous
consent of the existing Members. The new Member agrees to be bound by all
the covenants, terms, and conditions of this Agreement, inclusive of all
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current and future amendments. Further, a new Member will execute such
documents as are needed or required for this admission. Any new Member will
receive a business interest in the Venture as determined by all other
Members.
Termination of a Member
-----------------------
36. Where a Member is in breach of this Agreement and said Member has not
remedied the breach on notice from the Venture and after a reasonable
period then the remaining Members will have the right to terminate this
Agreement with regard to the individual defaulting Member (an "Involuntary
Withdrawal") and take whatever action necessary to protect the interests of
the Venture.
37. If the Venture is harmed as the result of an act or failure to act of an
individual Member then the said Member alone will be liable for said harm.
If more than one Member is at fault then they will be jointly and severally
liable for said harm.
38. Each Member will indemnify the other Members against all losses, costs and
claims that may arise against them in the event of the Venture being
terminated as a result of a breach of the Agreement by the said Member.
39. If a Member is placed in bankruptcy, or withdraws voluntarily from the
Venture, or ceases to be a Member by Operation of Law, the other Members
will be entitled to proceed as if the Member had breached this Agreement.
40. Distribution of any amount owing to a terminated Member will be made
according to the percentage of ownership as described in the Valuation of
Interest or as otherwise may be agreed in writing by the Members.
Dissolution of the Joint Venture
--------------------------------
41. Upon dissolution, all buildings (fixed assets) and improvements to real
property shall remain the property of Xxxxx Wolfleg, and any and all
equipment associated with ethanol manufacture or recovery must remain the
property of HFC to be destroyed or moved to another operation under the
supervision of Excise Canada. A separate agreement or amendment to this
Agreement shall be entered into as between the Members to determine the
division and allocation of all other assets and liabilities upon
dissolution of the Venture.
42. The Venture will be dissolved and its assets liquidated only in the event
that the Venture becomes bankrupt or insolvent or the Members agree to
establish a new form of business organization to replace the Venture.
Liquidation
-----------
43. The Venture will be liquidated promptly and within a reasonable time on
dissolution of the Venture.
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Valuation of Interest
---------------------
44. In the absence of a written agreement between the Members, the value of the
Venture will be determined based on the fair market value appraisal of all
Venture assets (less liabilities) in accordance with generally accepted
accounting procedures by an independent accounting firm agreed to by all
Members. An appraiser will be appointed within a reasonable period of the
date of withdrawal or dissolution. The results of the appraisal will be
binding on all Members. The intent of this section is to ensure the
survival of the Venture despite the withdrawal of any individual Member.
45. No allowance will be made for goodwill, trade name, patents or other
intangible assets, except where those assets have been reflected on the
Venture books immediately prior to valuation.
Appointment of a Receiver
-------------------------
46. Forthwith, after the Members are unable to agree upon an independent
accounting firm as set out above in paragraph 44 for a period of 30 days,
either Member may apply to a court of competent jurisdiction to appoint a
receiver, who shall be a member in good standing of the Canadian Institute
of Chartered Accountants and a member of an accounting firm which is not
the Accountant to the Venture or to any Member (the "Receiver"). The
Receiver shall wind up the affairs of the Venture in accordance with this
Agreement and while doing so may take possession of, manage, and operate
any or all of the assets of the Venture and will have all necessary power
and authority of the Members to do so. The Receiver is entitled to
reasonable fees and disbursements incurred in carrying out the duties of
Receiver.
47. In liquidating the assets of the Venture, the Receiver shall concurrently
offer the assets of the Venture to each Member for a period of 15 days. If
a Members wishes to acquire all or a portion of the assets of the Venture
it shall submit a sealed bit to the Receiver within the time period
required. If more than one bid is received by the Receiver for the same
assets the highest bid shall be accepted.
48. The Receiver shall sell any assets of the Venture remaining after
completion of the procedure outlined in paragraph 47 and use all reasonable
efforts to obtain offers at the highest price available in the market from
the general public.
49. The proceeds from the sale of Venture assets shall be distributed as
follows: firstly to payment of all debts and liabilities of the Venture
including any amounts owed to the Members for goods and services provided
to the Venture and all expenses of liquidation; secondly, to set up such
cash reserves, if any, as the Receiver may deem reasonably necessary for
any contingent liabilities or obligations of the Venture and such cash
reserves, to the extent no longer necessary, shall be distributed; thirdly,
such balance if any, to the Members in proportion to their respective
profit interest, and if the proceeds from the sale of the assets of the
Venture are insufficient to satisfy payments of debts and liabilities the
parties shall contribute the amount of such deficiency in proportion to
their respective profit interest.
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Transfer of Venture Interest
----------------------------
50. A Member will not in any way alienate or transfer their interest in the
Venture or its assets to any third party, without the express consent of
all Members. Any such prohibited transfer, if attempted, will be void and
without force or effect.
Voting
------
51. Any management vote will be determined such that each Representative of the
Management Committee is entitled to cast one vote.
Force Majeure
-------------
52. A Member will be free of liability to the Venture where the Member is
prevented from executing their obligations under this Agreement in whole or
in part due to force majeure where the Member has communicated the
circumstance of said event to any and all other Members and taken any and
all appropriate action to mitigate said event. Force majeure will include,
but not be limited to, earthquake, typhoon, food, fire, and war or any
other unforeseen and uncontrollable event.
Competition
-----------
53. Neither of the Members or their directors, officers, or representatives
shall be restricted in any way, other than as expressly set out herein,
from continuing existing business activity, or from carrying on activities
under existing joint ventures to which the Member is a party, whether or
not such activities are in competition with the work contemplated to be
performed by the Members in this Joint Venture.
Relationship of Members
-----------------------
54. The rights and obligations of the Members hereunder shall be several and
shall not be, or be construed to be, either joint or joint and several.
Nothing contained in this Agreement, shall, except to the extent
specifically authorized under this Agreement, be deemed to constitute a
Member a partner an agent or a legal representative of any other Member. It
is intended that this Agreement shall not create the relationship of a
partnership between the Members and that no act done by any Member pursuant
to the provisions of this Agreement shall operate to create such a
relationship. The rights and remedies granted by the Partnership Act of
Alberta specifically do not apply.
55. The Members further agree that neither Member may bind the other without
the specific consent of the other. Nothing in this Agreement should be
construed or interpreted to impose or create mutual agency as between A4
and HFC. Claims by third parties arising out of the activities of the Joint
Venture or on behalf of the Joint Venture, shall be borne by the Members in
proportion to their Ownership Interests and Members or parties to this
Agreement shall have a right of contribution therefore against one another.
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Duty of Loyalty
---------------
56. Provided a Member has the consent of the other Members, the Members to this
Agreement and their respective affiliates may have interests in businesses
other than the Joint Venture business. Neither the Venture nor any other
Member will have any rights to the assets, income or profits of any such
business, venture or transaction. Any and all businesses, ventures or
transactions with any appearance of conflict of interest must be fully
disclosed to all other Members. Failure to disclose any potential conflicts
of interest will be deemed an Involuntary Withdrawal by the offending
Member and may be treated accordingly by the remaining Members.
Confidentiality
---------------
57. All matters relating to this Agreement and the Venture will be treated by
the Members as confidential and no Member will disclose or allow to be
disclosed any said matter or matters, directly or indirectly, to any third
party without the prior written approval of all Members, including any
information, reports, financial data and other records relating to the
Venture or the business of any of the Members, except where the information
properly comes into the public domain.
58. Disclosure may be made if required to comply with any law or is made to
legal advisors, auditors or in court or arbitration proceedings, or if such
disclosure is made to a consultant, lender, or financial advisor provided
the intended recipient of such information shall be required by such Member
to give a written confidentiality undertaking, in a form approved by all
Members, directed to each Member, or if such disclosure is required to be
made by either party pursuant to any contractual obligation pursuant to
this Agreement.
59. This section will survive for 2 years after the expiration or termination
of this Agreement or dissolution of the Venture.
Language
--------
60. This Agreement and all other notices and agreements required by the Venture
will be written and interpreted exclusively in English.
Insurance
---------
61. The Venture will insure all its assets against loss where reasonable and
standard practice in the industry.
Indemnification
---------------
62. Each Member will be indemnified and held harmless by the Venture from any
and all harm or damages of any nature relating to the Member's
participation in Venture affairs except where the said harm or damages
results from gross negligence or willful misconduct on the part of the
Member.
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Liability
---------
63. The Member will not be liable to the Venture or to any other Member for any
error in judgment or any act or failure to act where made in good faith.
The Member will be I only for any and all acts or failures to act resulting
from gross negligence or willful misconduct.
Liability Insurance
-------------------
64. The Venture may acquire insurance on behalf of any Member, employee, agent
or other person engaged in the business interest of the Venture against any
liability asserted against them or incurred by them while acting in good
faith on behalf of the Venture.
Covenant of Good Faith
----------------------
65. Members will use their best efforts, fairly and in good faith to facilitate
the success of the Venture.
Joint Venture Property
----------------------
66. Where allowed by statute, title to all Joint Venture property, including
intellectual property, will remain in the name of the Joint Venture. Where
joint ventures are not recognized by statute as separate legal entities,
Joint Venture property, including intellectual property, will be held in
the name of one or more Members. In all cases Joint Venture property will
be applied by the Members exclusively for the benefit and purposes of the
Joint Venture and in accordance with this Agreement.
Jurisdiction
------------
67. The Members submit to the jurisdiction of the courts of the Province of
Alberta for the enforcement of this Agreement or any arbitration award or
decision arising from this Agreement.
Assignment of Interest
----------------------
68. The rights and obligations of a Member are unique to the Joint Venture and
may not be assigned without the expressed written consent of all remaining
Members.
Mediation and Arbitration
-------------------------
69. In the event a dispute arises out of or in connection with this Agreement
the parties will attempt to resolve the dispute through friendly
consultation.
70. If the dispute is not resolved within a reasonable period then any or all
outstanding issues may be submitted to mediation. If mediation is not
successful in resolving the entire dispute or is unavailable, any
outstanding issues will be submitted to final and binding
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arbitration in accordance with the Siksika Arbitration process in place at
the Siksika Nation. The arbitrator's award will be final, and judgment may
be entered upon it by any court having jurisdiction within the Province of
Alberta.
Warranties
----------
71. All Members represent and warrant that they have or shall use their best
efforts to obtain all authority, licenses and permits to execute and
perform this Agreement and their obligations under this Agreement and that
the representative of each Member has been fully authorized to execute this
Agreement.
72. Each Member represents and warrants that this Agreement is not in violation
of any and all agreements and constitutional documents of the individual
Member.
Definitions
-----------
73. For the purpose of this Agreement, the following terms are defined as
follows:
a. "Capital Contributions" means the capital contribution to the
Joint Venture actually made by the parties, including property,
cash and any additional capital contributions made.
b. "Majority Vote" is any amount greater than one-half of the
authorized votes.
c. "Operation of Law" means any rights or duties that are cast upon
a party by the law, without any act or agreement on the part of
the individual including but not limited to an assignment for the
benefit of creditors, a divorce, or a bankruptcy.
Miscellaneous
-------------
74. This Venture is termed a contractual joint venture and will not constitute
a Partnership. Members will provide services to one another on an arms'
length basis while remaining independent business entities. There will be
no pooling of profits and losses. Each Member is responsible only for its
own actions and will not be jointly or severally liable for the actions of
the other Members.
75. Time is of the essence in this Agreement.
76. This Agreement may be executed in counterparts.
77. Headings are inserted for the convenience of the parties only and are not
to be considered when interpreting this Agreement. Words in the singular
mean and include the plural and vice versa. Words in the masculine gender
include the feminine gender and vice versa. Words in the neuter gender
include the masculine gender and the feminine gender and vice versa.
78. Each term, covenant, condition, and provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable
law but if any term, covenant, condition or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or
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unenforceable, it is the parties' intent that such provision be reduced in
scope by the court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable and the remainder of the
provisions of this Agreement will in no way be affected, impaired or
invalidated as a result.
79. This Agreement contains the entire agreement between the parties. All
negotiations and understandings have been included in this Agreement.
Statements or representations which may have been made by any party to this
Agreement in the negotiation stages of this Agreement may in some way be
inconsistent with this final written Agreement. All such statements are
declared to be of no value in this Agreement. Only the written terms of
this Agreement will bind the parties.
80. This Agreement and the terms and conditions contained in this Agreement
apply to and are binding upon the Member's successors, assigns, executors,
administrators, beneficiaries, and representatives.
81. Any notices or delivery required here will be deemed completed when
hand-delivered, delivered by agent, or fourteen (14) days after being
placed in the post, postage prepaid, to the parties at the addresses
contained in this Agreement or as the parties may later designate in
writing.
82. Unless expressly provided to the contrary in this Agreement, each and every
one of the rights, remedies and benefits provided by this Agreement will be
cumulative and will not be exclusive of any other such rights, remedies and
benefits allowed by law.
IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and
seal on this 16th day of December, 2006.
A4 Bar Cattle Company Ltd.
Per: /s/ Xxxxx X. Wolfleg December 16, 2006
-------------------- -----------------
Xxxxx X. Wolfleg Sr., Chairman & CEO Date
Per: /s/ Xxxxx A Wolfleg December 16, 2006
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Xxxxx X. Wolfleg Jr., President Date
Per: /s/ Xxxxxx Xxxxx December 16, 2006
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Xxxxxx Xxxxx, Chief Financial Officer Date
Per: /s/ Xxx Xxxxxx December 16, 2006
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Xxx Xxxxxx, Director Date
Hybrid Fuels (Canada) Inc.
Per: /s/ Xxxxxx Xxxxx December 16, 2006
---------------- -----------------
Xxx Xxxxxx X. Xxxxx, Director & CEO Date
Per: /s/ Xxxxxxx Xxxxxx December 16, 2006
------------------ -----------------
Xxxxxxx Xxxxxx, Director Date
Per: /s/ Xxxxxx Xxxxxx December 16, 2006
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Xxxxxx Xxxxxx, Director Date
Per: /s/ Xxxxxxx Xxxxx December 16, 2006
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Xxxxxxx Xxxxx, Director Date
