Exhibit 10.9
CLOSING STATEMENT
TRANSACTION: SALE OF CONTROL STOCK IN COMPOUND NATURAL FOODS,
INC.; SALE OF FREE TRADING STOCK IN COMPOUND NATURAL
FOODS, INC.; REPAYMENT OF LOANS TO PURE NATURE,
LLC; LOAN, PLEDGE AND SECURITY AGREEMENT
PARTIES: XXXX XXXXXX, PURCHASER; XXXXXXX XXXXXXXX, LENDER FOR
TRANSACTION; XXXXXX XXXXXX, SELLER OF CONTROL STOCK;
XXXXXXX XXXXXXX, SELLER OF CONTROL STOCK AND LENDER
TO PURE NATURE, LLC; XXXX XXXXXXX, SELLER OF FREE
TRADING SHARES AND LENDER TO PURE NATURE, LLC.
DOCUMENTS: STOCK PURCHASE AND SALE AGREEMENT BY AND BETWEEN XXXX
XXXXXX, XXXXX AND XXXXXX X. XXXXXX AND XXXXXXX
XXXXXXX, XXXXXXX; STOCK PURCHASE AND SALE AGREEMENT
BY AND BETWEEN XXXXXXX XXXXXXXX, XXXXX AND XXXX
XXXXXXX, SELLER; NOTE PURCHASE AND USE OF PROCEEDS
AGREEMENT BY AND BETWEEN XXXXXXX XXXXXXXX, XXXXX
AND XXXX XXXXXX, SELLER; PLEDGE AND SECURITY
AGREEMENT BY AND BETWEEN XXXX XXXXXX, DEBTOR AND
XXXXXXX XXXXXXXX, XXXXXX; CONVERTIBLE PROMISSORY
NOTE BY XXXX XXXXXX IN FAVOR OF XXXXXXX XXXXXXXX
CLOSING DATE APRIL 18, 2005
DISTRIBUTIONS FUNDS IN ESCROW
Total Funds from Xxxx Xxxxxxxx $400,000.00
Distributions:
Xxxxxx X. Xxxxxx:
Sale of Control Stock $208,730.40
Xxxxxxx Xxxxxxx
Sale of Control Stock $52,182.60
Repayment of loan to Pure Nature, LLC $54,648.00
Total to Xxxxxxx Xxxxxxx $106,830.60
Xxxx Xxxxxxx
Repayment of loan to Pure Nature, LLC $ 34,439.00
1 Per Instructions from Xxxxxx X. Xxxxxx to Escrow Agent, these funds shall be
distributed as follows: Xxxxxx X. Xxxxxx - $102,240.20; Xxxx Xxxxxxx -
$104,365.20; Legal & Compliance, LLC - $2,125.00 2 Per Instructions from
Xxxxxxx Xxxxxxx to Escrow Agent, these funds shall be distributed as follows:
Xxxxxxx Xxxxxxx - $89,705.60; Xxxx Xxxxxxx - $15,000.00; Legal & Compliance,
LLC - $2,125.00 3 Per Agreement and instructions to Escrow Agent, these funds
shall be distributed as follows: Xxxx Xxxxxxx - $32,314.00; Legal & Compliance,
LLC - $2,125.00
Expenses:
Legal & Compliance, LLC $ 2,125.00
Balance to Compound Natural Foods, LLC $ 47.875.00
-----------
Total Distributed S 400,000.00
============
Balance in Escrow S 00.00
The, undersigned hereby certify that they have read the foregoing Closing
Statement and to the best of their knowledge they acknowledge it to be
correct. Provided, however, that if there are mistakes of fact, errors or
omissions contained herein, all Parties agree to make any necessary
adjustments in payments and to re-execute this Closing Statement and any
other documentation used in this transaction reasonably required to correct
any such mistakes, errors or omissions. The Parties hereto will execute and
deliver such further instruments and do such further acts and things as may
be reasonably required to carry out the intent and purposes of this
transaction. Disbursement as set forth above is hereby authorized. This
Closing Statement may be signed in counterparts, which counterparts, taken
together shall constitute one original.
COMPOUND NATURAL FOODS, INC. PURE NATURE, LLC
By: /s/ Xxxxxx X. Xxxxxx
It's: CEO and President It's: CEO and President
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxx
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxx
4 Total Expense to Legal & Compliance, LLC is $8,500.00 which is being split
$2,125.00 each between Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx and
Compound Natural Foods, Inc. 5 Per Instructions from Xxxx Xxxxxx, these
funds shall be distributed to an account titled in the name of Pure
Nature-Hydrocharge.
Balance to Compound Natural Foods, LLC $ 41,500.09
-------------
Total Distributed $400,000.00
=============
Balance In Escrow $ 00.00
========
The undersigned hereby certify that they have read the foregoing Closing
Statement and to the best of their knowledge they acknowledge it to be
correct. Provided, however, that if there are mistakes of fact, errors or
omissions contained herein, all Parties agree to make any necessary
adjustments in payments and to re-execute this Closing Statement and any
other documentation used in this transaction reasonably required to correct
any such mistakes, errors or omissions. The Parties hereto will execute and
deliver such further instruments and do such further acts and things as may be
reasonably required to carry out the intent and purposes of this
transaction. Disbursement as set forth above is hereby authorized. This
Closing Statement may be signed in counterparts, which counterparts, taken
together shall constitute one original.
COMPOUND NATURAL FOODS, INC. PURE NATURE, LLC
By: /s/ Xxxx Xxxxxx
It's CEO and President It's CEO and President
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxx
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxx
