STOCK PURCHASE AGREEMENT
EXHIBIT
2.1
This
STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 31st
day of October, 2008, is entered by and between Xxxx Wind, Inc., a Delaware
corporation (“Purchaser”)
and Next Generation Power Systems, Inc., a South Dakota corporation (“NextGen”),
and
each of the selling shareholders of NextGen as set forth on Schedule
A
(each a “Selling Shareholder” and collectively the “Selling Shareholders”).
WITNESSETH
THAT:
WHEREAS,
the
Selling Shareholders own
in
the aggregate 938,750 shares (100%) of the capital stock of NextGen,
par value $.001 (the “Shares”);
and
WHEREAS,
Purchaser
desires to purchase from the
Selling Shareholders and the Selling Shareholders
desire to sell to
Purchaser
the Shares
on
the
terms and conditions set forth herein, in such amounts as stated opposite their
respective names on Schedule
A.
NOW,
THEREFORE, in
consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:
1. PURCHASE
AND SALE OF SHARES
1.1 Purchase
of Shares. On the date hereof and subject to the terms and conditions of this
Agreement, the Selling Shareholders shall issue, sell, assign, transfer, and
deliver to Purchaser and Purchaser shall purchase, for the purchase price set
forth in Section 1.2 hereof, the Shares at the closing provided for in Section
1.4 hereof (the “Closing”), free and clear of all liens, charges, or
encumbrances of whatsoever nature.
1.2 Purchase
Price. Purchaser agrees to pay to Selling Shareholders at the Closing the
aggregate purchase price of Three Hundred Twenty-Two Thousand and Five Hundred
Dollars ($322,500) (the “Purchase Price”) for the Shares by the delivery of the
aggregate of 92,143 shares of unregistered common stock of the Purchaser (the
“Stock Consideration”) issued to the Selling Shareholders, to be allocated among
the Selling Shareholders as set forth on Schedule
A.
The Purchase Price includes the repayment of the note payable from NextGen
to
certain Selling Shareholders by delivery of unregistered common shares of
Purchaser that are included in the Stock Consideration and allocated among
the
certain Selling Shareholders on Schedule A.
In
addition, to the Stock Consideration, consideration for the sale of Shares
to
the Purchaser, shall include the purchase by Purchaser of the commercial
building, located at 0000 00xx
Xxxxxx XX, Xxxxxxxxx, Xxxxxxxxx, 00000 (the “Real Estate”), and owned Next
Generation Power Properties, LLC. The Real Estate shall be sold to Purchaser
for
the purchase price of $144,000 (the “Real Estate Purchase Price”). At Closing,
the Selling Shareholders shall cause Next Generation Power Properties, LLC
to
transfer good and marketable title to the Real Estate by
special warranty deed (free and clear of all interests, liens and
encumbrances)
to the individual members of Next Generation Power Properties, LLC (who are
also
Selling Shareholders) as tenants in common. The Selling Shareholders shall
then
sell as tenants in common the Real Estate to the Purchaser, and Purchaser agrees
to pay the Real Estate Purchase Price by the delivery of an aggregate of 41,070
shares of unregistered common stock of the Purchaser (the “Real Estate Stock
Consideration”) to the Selling Shareholders, to be allocated among the Selling
Shareholders as set forth on Schedule A, and as evidenced by the real estate
contract set forth on Schedule B (the “Real Estate Contract”).
In
addition to the Stock Consideration and Real Estate Stock Consideration,
consideration for the sale of the Shares to the Purchaser shall include
assumption of the liabilities of NextGen, including the note payable to
Merchant’s Bank (the “Merchant’s Note”), but excluding the note to the
shareholders (hereinafter referred to as the “Shareholder Note”) which is being
paid off as is described above. As a portion of this transaction, and in
consideration of the Stock Consideration and Real Estate Stock Consideration,
the Selling Shareholders agree to release NextGen from its obligations under
the
Shareholder Note, thus the Shareholder Note, upon closing and delivery of the
Stock Consideration and Real Estate Stock Consideration, shall be deemed repaid
and of no further force or effect. Additionally, upon assumption of the
Merchant’s Note, Purchaser agrees to use commercially reasonable and diligent
efforts to cause the lender to release the personal guarantees of the Selling
Shareholders (the outstanding debt and liabilities of NextGen are set forth
on
Schedule
C).
1
1.3 Deliveries
at Closing. At
the Closing: (i) Each Selling Shareholder will execute and deliver to Purchaser
stock certificates and assignments representing all of his Shares, endorsed
in
blank or accompanied by duly executed assignment documents, and (ii) Purchaser
shall deliver to the Selling Shareholders duly endorsed stock certificates
representing the Stock Consideration and Real Estate Stock
Consideration.
1.4 Closing.
The closing of the transactions (the “Closing”) provided for in this Agreement
shall take
place on or before October 31, 2008
(the “Closing Date”)
at 000 X. Xxxxxxxx, 0xx
Xxxxx, Xxxxxxx, XX 00000.
2. REPRESENTATIONS
AND WARRANTIES BY NEXTGEN,
SELLING SHAREHOLDERS AND
PURCHASER
2.1 NextGen
hereby represents and warrants to the Purchaser as follows:
(a) NextGen
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of South Dakota. NextGen has the corporate power to own its
properties and to carry on its business as now being conducted and is duly
qualified to do business and is in good standing in each jurisdiction in which
the failure to be so qualified and in good standing would have a material
adverse effect on NextGen. NextGen is not in violation of any of the provisions
of its Articles of Incorporation or by-laws. No consent, approval or agreement
of any individual or entity is required to be obtained by NextGen in connection
with the execution and performance by NextGen of this Agreement or the execution
and performance by NextGen of any agreements, instruments or other obligations
entered into in connection with this Agreement. NextGen has no subsidiary,
and
it does not have any equity investment or other interest, direct or indirect,
in, or any outstanding loans, advances or guarantees to or on behalf of, any
domestic or foreign individual or entity.
(b)
The
authorized capital stock of NextGen consists of 2,000,000 shares of capital
stock, 938,750 of which are validly issued and outstanding, fully paid and
non-assessable.
(c)
NextGen
is not a party to any agreement or understanding pursuant to which any
securities of any class of capital stock are to be issued or created or
transferred.
(d)
There
is no private or governmental action, suit, proceeding, claim, arbitration
or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to NextGen’s best knowledge, threatened against NextGen or any of its
properties or any of its officers or directors (in their capacities as such).
There is no judgment, decree or order against NextGen that could prevent,
enjoin, alter or delay any of the transactions contemplated by this Agreement.
The term “Best Knowledge” of
NextGen shall mean and include (i) actual knowledge and (ii) that knowledge
which a prudent businessperson would reasonably have obtained in the management
of such Person’s business affairs after making due inquiry and exercising the
due diligence which a prudent businessperson should have made or exercised,
as
applicable, with respect thereto. Actual or imputed knowledge of any director
or
officer or NextGen shall be deemed to be knowledge of NextGen.
(e)
There
are no material claims, actions, suits, proceedings, inquiries, labor disputes
or investigations (whether or not purportedly on behalf of NextGen) pending
or,
to NextGen’s best knowledge, threatened against NextGen or any of its assets, at
law or in equity or by or before any governmental entity or in arbitration
or
mediation. No bankruptcy, receivership or debtor relief proceedings are pending
or, to the best knowledge of NextGen, threatened against NextGen.
2
(f)
NextGen
has complied with, is not in violation of, and has not received any notice
of
violation with respect to, any federal, state, local or foreign laws, judgment,
decree, injunction or order, applicable to it, the conduct of its business,
or
the ownership or operation of its business. References in this Agreement to
“Laws” shall refer to any laws, rules or regulations of any federal, state or
local government or any governmental or quasi-governmental agency, bureau,
commission, instrumentality or judicial body (including, without limitation,
any
federal or state securities law, regulation, rule or administrative
order).
(g) NextGen
has properly filed all tax returns (if any) required to be filed and has paid
all taxes shown thereon to be due. To the best knowledge of NextGen, all tax
returns previously filed are true and correct in all material respects.
(h) NextGen
has no outstanding liabilities or obligations to any party except as reflected
on its financial statements delivered to Purchaser, other than charges since
such date similar to those incurred in past periods and consistent with past
practice.
(i) All
of the business and financial transactions of NextGen have been fully and
properly reflected in the books and records of NextGen in all material respects
and in accordance with generally accepted accounting principles consistently
applied.
(j) The
financial statements present and reflect, in accordance with GAAP (the United
States generally accepted accounting principles in effect), consistently
applied, the financial condition of NextGen on the balance sheet dates and
the
results of its operations, cash flows and changes in stockholders’ equity for
the periods then ended in accordance with generally accepted accounting
principles, consistently applied. There has not occurred any material adverse
change, or any development involving a prospective material adverse change,
in
the condition, financial or otherwise, or in the earnings, business or
operations of NextGen.
(k) The
execution and delivery of this Agreement by NextGen and the consummation of
the
transactions contemplated by this Agreement will not result in any material
violation of NextGen’s certificate of incorporation or by-laws.
(l) All
representations, covenants and warranties of NextGen contained in this Agreement
shall be true and correct on and as of the Closing Date with the same effect
as
though the same had been made on and as of such date.
2.2 Selling
Shareholders represent and warrant, to Purchaser as follows:
(a) This
Agreement and any other agreements executed by the Selling Shareholders in
connection herewith have been duly executed and delivered by Selling
Shareholders and constitute the valid, binding and enforceable obligation of
Selling Shareholders.
(b) The
Shares are owned beneficially and of record by the Selling Shareholders free
and
clear of all liens, pledges, encumbrances, security agreements, equities,
options, claims, charges and restrictions of any nature whatsoever, except
any
restrictions under applicable securities laws, and each Selling Shareholder
has
not previously entered into any agreement or commitment for the sale of all
or
part of the Shares or otherwise conveyed or encumbered Selling Shareholder’s
interest (voting or otherwise) with respect to the Shares. Each of the Selling
Shareholders has the unqualified right to sell, assign, and deliver the Shares,
and, upon consummation of the transactions contemplated by this Agreement,
the
Purchaser will acquire good and valid title to the Shares, free and clear of
all
liens, claims, options, charges, and encumbrances of whatsoever nature. The
Purchaser acknowledges that these Shares being acquired from the Selling
Shareholders are restricted securities as that term is defined in Rule 144
of
the Securities Act of 1933, as amended (the “Act”).
3
(c) Selling
Shareholders are not a party to or bound by any unexpired, undischarged or
unsatisfied written or oral contract, agreement, indenture, mortgage, debenture,
note or other instrument under the terms of which performance by Purchaser
according to the terms of this Agreement will be a default or an event of
acceleration, or grounds for termination, or whereby timely performance by
Purchaser according to the terms of this Agreement may be prohibited, prevented
or delayed.
(d) The
Selling Shareholders have full power and authority to sell and transfer the
Shares to Purchaser without obtaining the waiver, consent, order or approval
of
(i) any state or federal governmental authority or (ii) any third party or
other
person including, but not limited
to, other stockholders of NextGen.
(e) Each
Selling Shareholder (A) understands that the Stock Consideration and Real Estate
Stock Consideration are not registered under the Act, or under any state
securities laws, and is being offered and sold in reliance upon federal and
state exemptions for transactions not involving any public offering, (B) is
acquiring the Stock Consideration and/or Real Estate Stock Consideration solely
for his own account for investment purposes, and not with a view of distribution
thereof, (C) is a sophisticated investor with knowledge and experience in
business and financial matters; (D) has received certain information concerning
the Purchaser and has had the opportunity to obtain additional information
as
desired in order to evaluate the merits and the risks inherent in holding the
Stock Consideration and Real Estate Stock Consideration, and (E) is able to
bear
the economic risk and lack of liquidity inherent in holding the Stock
Consideration and Real Estate Stock Consideration. Selling Shareholders are
aware of the risk factors associated with the Stock Consideration and Real
Estate Stock Consideration as described in the publicly filed offering documents
of Purchaser.
Each
Selling Shareholder hereby makes the following additional agreements,
representations, and warranties with and to the Purchaser: Each Selling
Shareholder (a) has made other investments or engaged in other substantial
business activities prior to receiving the Stock Consideration and/or Real
Estate Stock Consideration; (b) was not organized for the purpose of acquiring
Stock Consideration and Real Estate Stock Consideration; (c) has the power
and
authority to execute and comply with the terms of this Agreement; and (d)
Selling Shareholder’s residence is located in the state set forth in its address
as set forth on Schedule A.
2.3 Purchaser
represents and warrants to NextGen and Selling Shareholders as
follows:
(a) Purchaser
has the requisite competence and authority to execute and deliver this Agreement
and any other agreements and undertakings referenced herein, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement and any other agreements executed by Purchaser in connection
herewith have been duly executed and delivered by it and constitute the valid,
binding and enforceable obligation of Purchaser, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and the rights of stockholders.
(b) Purchaser
is capable of evaluating the merits and risks of its investment in NextGen
and has the capacity to protect its interests.
(c) The
Stock Consideration and Real Estate Stock Consideration are validly issued,
fully paid and non-assessable, and that the issuance of the Stock Consideration
and Real Estate Stock Consideration
is not in violation of any of the provisions of its Articles of Incorporation
or
by-laws, or any agreements, instruments or other obligations entered into by
the
Purchaser.
3. SURVIVAL
OF REPRESENTATIONS
3.1 Survival
of Representations.
All representations, warranties, and agreements made by any party in this
Agreement or pursuant hereto shall survive the execution and delivery hereof
and
any investigation at any time made by or on behalf of any party for a period
not
to exceed one (1) year.
4
4. POST-CLOSING
COVENANTS
The
parties agree as follows with respect to the period following the
Closing:
4.1 General. In
case at any time after the Closing any further actions are necessary or
desirable to carry out the purposes of this Agreement, each of the parties
will
take such further actions (including the execution and delivery of such further
instruments and documents) as any other party may reasonably request.
4.2 Public
Company Disclosure. The parties acknowledge that the Purchaser may make any
required disclosures regarding this Agreement with the Securities and Exchange
Commission and any other public announcements as related hereto.
4.3 Covenant
Not To Compete. For
a period of three (3) years commencing on the Closing Date, the Selling
Shareholders shall not without the prior written consent of the Purchaser:
(A)
directly or indirectly, engage in any activity which is similar to or
competitive with the wind power business of NextGen; or (B) own, manage, join,
invest in, finance or control, accept employment with, or provide consulting
or
advisory services to, directly or indirectly, any competitive wind power
business, in the geographic regions of North America.
4.4 Certain
Assignments. NextGen
shall obtain consents in a mutually agreeable from the current lender of NextGen
regarding all documentation related to the assignment of the debt instrument
from NextGen to Purchaser.
4.5 Registration
of Stock Consideration and Real Estate Stock Consideration. Should
the Purchaser make any filing to register any of its shares after its
registration statement to be filed in the fourth quarter of 2008, Purchaser
shall use its commercially reasonable efforts to include the shares representing
the Stock Consideration and Real Estate Stock Consideration within such
Registration Statement, subject to any covenants of Purchaser and any approvals
by Purchaser’s institutional investor group.
5. CONDITIONS
PRECEDENT TO THE PURCHASER’S OBLIGATIONS
The
obligation of the Purchaser to consummate the transactions contemplated hereby
shall be subject to the fulfillment, on or prior to Closing Date, of the
following conditions:
5.1 Operation
of Business. Selling Shareholders shall not cause NextGen to engage in any
practice, take any action, or enter into any transaction outside the ordinary
course of business and shall not make any major or unusual commitments affecting
the business or assets of NextGen.
5.2 Representations
True and Correct. The representations and warranties of the Selling Shareholders
and NextGen contained in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as if made on as of the Closing Date.
5.3 Compliance
with Covenants. The Selling Shareholders and NextGen shall have performed and
complied in all material respects with all covenants, agreements, and conditions
required by this Agreement to be performed or complied by them prior to or
at
the Closing Date, including the following: (i) review and acceptance by
Purchaser of two year’s of NextGen’s financial statements prepared in accordance
with general accepted accounting principles and (ii) agreement by current lender
of NextGen to transfer the debt instrument to Purchaser.
5.4 No
Adverse Proceedings. On the Closing Date, no action or proceeding shall be
pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed
hereby.
5
5.5 Closing
of Real Estate Transaction. The
sale
of the Real Estate, contemplated by this Agreement and as evidenced by the
Real
Estate Contract set forth on Schedule B, shall be closed prior to or
simultaneous with the Closing. Selling Shareholders shall also provide to the
Purchaser a copy of the executed deed that transfers the Real Estate from Next
Generation Power Properties, LLC to the Selling Shareholders. Further, the
existing mortgage on the Premises in favor of First Farmers and Merchants
National Bank shall be released and a new mortgage in favor of First Farmers
and
Merchants National Bank shall be entered into and delivered by Purchaser.
5.6 Written
Disclosures of NextGen. Prior
to
Closing, Xxxxx Xxxxx shall provide complete written disclosure to the Purchaser
of all customer complaints and problems and advise Purchaser of any significant
cash payments of NextGen due to any third parties.
5.7 Confirmation
from Bank. The
Selling Shareholders shall deliver to Purchaser prior to Closing written
confirmation from First
Farmers & Merchants bank that such bank will allow the assumption of
NextGen’s bank debt by Purchaser.
6. CONDITIONS
PRECEDENT TO SELLING SHAREHOLDERS’ OBLIGATIONS
The
obligation of the Selling Shareholders to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date unless specified otherwise, of the following conditions:
6.1 Representations
True and Correct. The representations and warranties of the Purchaser contained
in this Agreement shall be true and correct in all material respects on and
as
of the Closing Date with the same force and effect as if made on as of the
Closing Date.
6.2 Compliance
with Covenants. The Purchaser shall have performed and complied in all material
respects with all covenants, agreements, and conditions required by this
Agreement to be performed or complied by it prior to or at the Closing
Date.
6.3 No
Adverse Proceedings. On the Closing Date, no action or proceeding shall be
pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed
hereby.
7. MISCELLANEOUS
7.1 Expenses.
All fees and expenses incurred by the Purchaser, the Selling Shareholders and
NextGen in connection with the transactions contemplated by this Agreement
shall
be borne by the respective parties hereto.
7.2 Further
Assurances. From time to time, at the Purchaser’s request and without further
consideration, the Selling Shareholders, at the Purchaser’s expense, will
execute and transfer such documents and will take such action as the Purchaser
may reasonably request in order to effectively consummate the transactions
contemplated herein.
7.3 Parties
in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of, and shall be enforceable by the prospective
heirs, beneficiaries, representatives, successors and assigns of the parties
hereto.
7.4 Prior
Agreements; Amendments. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof.
This Agreement shall not be amended except by a writing signed by both parties
or their respective successors or assigns.
7.5 Headings.
The section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
6
7.6 Governing
Law. This Agreement will be governed exclusively by and construed and enforced
in accordance with the laws and Courts prevailing in the state of
Delaware.
7.7 Notices.
All notices, requests, demands, and other communication hereunder shall be
in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
If
to Next Gen:
Next
Generation Power Systems, Inc.
0000
00xx
Xxxxxx XX
Xxxxxxxxx,
XX 00000
Attention:
_______________________
Facsimile
No. _____________________
If
to the Selling Shareholders:
-address
listed on Schedule A
If
to the Purchaser:
Xxxx
Wind, Inc.
000
000xx
Xxxxxx
Xxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxx
Facsimile
No. 000-000-0000
7.8 Effect.
In the event any portion of this Agreement is deemed to be null and void under
any state, provincial, or federal law, all other portions and provisions not
deemed void or voidable shall be given full force and effect.
7.9 Counterparts.
This Agreement may be executed in one or more counterparts and by transmission
of a facsimile or digital image containing the signature of an authorized
person, each of which shall be deemed and accepted as an original, and all
of
which together shall constitute a single instrument. Each party represents
and
warrants that the person executing on behalf of such party has been duly
authorized to execute this Agreement.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Selling Shareholders, NextGen and the Purchaser on the date first written
above.
*
* * * * * * * *
(signature
page follows)
7
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
NEXTGEN:
|
Next
Generation Power Systems, Inc.
|
||
|
By:
|
/s/
Xxxxx Xxxxx
|
|
|
Its:
|
President
|
|
|
SELLING
SHAREHOLDERS:
|
|
|
/s/
Xxxxx Xxxxx
|
|
|
Xxxxx
Xxxxx
|
|
|
/s/
Xxxx Xxxx
|
|
|
Xxxx
Xxxx
|
|
|
/s/
Xxxx Xxxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxxx
|
|
|
/s/
Xxxx Xxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxx
|
|
|
/s/
Xxx Xxxx
|
|
|
Xxx
Xxxx
|
|
|
/s/
Xxxx Xxxxxxxx
|
|
|
Xxxx
Xxxxxxxx
|
|
PURCHASER:
|
||
|
Xxxx
Wind, Inc.
|
||
|
By:
|
/s/
Xxxx Xxxxxx
|
|
| Xxxx Xxxxxx | ||
|
Its:
|
President | |
8
SCHEDULE
A
STOCK
CONSIDERATION ALLOCATION
|
Selling
Shareholder
|
Shares
in Next Generation Power Systems, Inc.
|
Allocated
Payment
for
Shares
|
Allocated
for Repayment of Loan and Interest on Note
Payable
|
Total
Shares of unregistered common stock of Xxxx Wind, Inc. at $3.50 per
share
“Stock
Consideration”
|
Real
Estate
Ownership
Interest
Value
|
Shares
of unregistered common stock of Xxxx Wind, Inc. at $3.50 per
share
“Real
Estate Stock Consideration”
|
|
Xxxxx
Xxxxx
0000
X Xxxxxxx Xxxxxx, Xxxxx Xxxxx, XX 00000
|
122,500
|
$60,000
|
$37,500
|
27,857
|
$28,750
|
8,214
|
|
Xxxx
Xxxx
0000
X Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000
|
122,500
|
$60,000
|
$37,500
|
27,857
|
$28,750
|
8,214
|
|
Xxxx
Xxxxxxxxxx
000
Xxxxxx Xxxxxx
Xxxxxx,
XX 00000
|
122,500
|
$60,000
|
$37,500
|
27,857
|
$28.750
|
8,214
|
|
Xxxx
Xxxxxxxxx
0000
Xxx Xxxx
XxXxxxx,
XX 00000
|
61,250
|
$30,000
|
-
|
8,572
|
$28,750
|
8,214
|
|
Xxx
Xxxx (1)(2)
000
000xx
Xxxxxx, Xxxxxxxxx, XX 00000
|
510,000
|
$0.00
|
-
|
-
|
$28,750
|
-
|
|
Xxxx
Xxxxxxxx (0)000 Xxxxxxx Xxxx
Xxxxxxxxxx,
XX
00000
|
-
|
-
|
-
|
-
|
$28,750
|
8,214
|
(1)
Xxx
Xxxx has delivered his shares in consideration of the assumption of the Next
Generation Power Systems, Inc. liability by Xxxx Wind, Inc. and acknowledges
he
receives a benefit therefrom.
(2)
Xxx
Xxxx is a one-sixth owner of Next Generation Power Properties, LLC, and in
lieu
of delivery of his Real Estate Stock Consideration in shares of Xxxx Wind,
Inc.,
he will receive other good and valuable consideration paid by Xxxx Wind, Inc.
subsequent to Closing.
(3)
Xxxx
Xxxxxxxx is a Selling Shareholder only with respect to his ownership interest
in
Next Generation Power Properties, LLC, and he does not have any ownership
interest in Next Generation Power Systems, Inc.
9
SCHEDULE
B
REAL
ESTATE CONTRACT
10
SCHEDULE
C
ASSUMPTION
OF LIABILITY
First
Farmers & Merchants bank has confirmed that they will allow the assumption
of NextGen bank debt by Xxxx Wind, Inc.
11
